FALSE000162728200016272822023-08-072023-08-07
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
August 7, 2023
CALIBERCOS INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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| 024-11016 |
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47-2426901 |
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(IRS Employer Identification No.) |
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8901 E. Mountain View Rd. Ste. 150, Scottsdale, AZ |
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85258 |
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(480) 295-7600
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Trading Symbols |
Name of each exchange on which registered |
| Class A Common Stock, par value $0.001 |
CWD |
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company x
Item 7.01 Regulation FD Disclosure.
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o On August 7, 2023, CaliberCos Inc. issued a press release announcing that Chris Loeffler, CEO of Caliber, will present at the SHARE Series Monday Management Update on August 14, 2023. On August 8, 2023, CaliberCos Inc. issued a press release announcing that Mr. Loeffler, will participate in the Sidoti Micro-Cap Virtual Conference on August 16, 2023. Copies of these press releases are attached to this Current Report on Form 8-K as Exhibits 99.1 and 99.2, respectively, and are hereby furnished pursuant to this Item 7.01.
The information disclosed under this Item 7.01, including Exhibits 99.1 and 99.2 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits
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Exhibit
No.
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Exhibit |
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| 104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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CaliberCos Inc. |
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| Date: August 9, 2023 |
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By: |
/s/ John C. Loeffler, II |
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Name: |
John C. Loeffler, II |
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Title: |
Chairman and Chief Executive Officer |
EX-99.1
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a8723_cwdx8-kxexx991.htm
EX-99.1
Document
Exhibit 99.1
CaliberCos Inc. CEO to Present at the SHARE Series
Monday Management Update on August 14, 2023
SCOTTSDALE, Ariz., August 7, 2023 — CaliberCos Inc., (the “Company” or “Caliber”) (NASDAQ: CWD) a leading vertically integrated alternative asset manager, today announced that Chris Loeffler, CEO of Caliber, will present at the SHARE Series Monday Management Update on August 14, 2023 at 1:00 p.m. ET.
This fireside chat is open to retail and institutional investors who will have the opportunity to ask questions during the moderated chat.
This live stream presentation will be webcast and can be accessed at https://www.openexchange.tv/monday-management-update-august-14th/caliber-nasdaq-cwd, or on the Investor Relations section of Caliber’s website at https://ir.caliberco.com/. An archived replay will be available on the SHARE Series website for approximately 90 days following the event.
About CaliberCos Inc.
Caliber (NASDAQ: CWD) is a leading vertically integrated alternative asset management firm whose purpose is to build generational wealth for investors seeking to access opportunities in middle-market assets. Caliber differentiates itself by creating, managing, and servicing proprietary products, including middle-market investment funds, private syndications, and direct investments which are managed by our in-house asset services group. Our funds include investment vehicles focused primarily on real estate, private equity, and debt facilities. Additional information can be found at Caliberco.com and CaliberFunds.co.
Forward Looking Statements
This press release contains “forward-looking statements” that are subject to substantial risks and uncertainties. All statements, other than statements of historical fact, contained in this press release are forward-looking statements. Forward-looking statements contained in this press release may be identified by the use of words such as “anticipate,” “believe,” “contemplate,” “could,” “estimate,” “expect,” “intend,” “seek,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “target,” “aim,” “should,” "will” “would,” or the negative of these words or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements are based on the Company’s current expectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict.
Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. These and other risks and uncertainties are described more fully in the section titled “Risk Factors” in the final prospectus related to the Company’s public offering filed with the SEC and other reports filed with the SEC thereafter. Forward-looking statements contained in this announcement are made as of this date, and the Company undertakes no duty to update such information except as required under applicable law.
CONTACTS:
Caliber:
Victoria Rotondo
+1 480-295-7600
Victoria.rotondo@caliberco.com
Media Relations:
Danielle Meyer
Financial Profiles
+1 203-613-1552
Dmeyer@finprofiles.com
Investor Relations:
Tamara Gonzalez
Financial Profiles
+1 310-622-8234
ir@caliberco.com
EX-99.2
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a8723_cwdx8-kxexx992.htm
EX-99.2
Document
Exhibit 99.2
Caliber CEO to Present at the Sidoti Micro-Cap Conference on August 16, 2023
SCOTTSDALE, Ariz., August 8, 2023 — CaliberCos Inc., (the “Company” or “Caliber”) (NASDAQ: CWD) a leading vertically integrated alternative asset manager, today announced that Chris Loeffler, CEO of Caliber, will participate in the Sidoti Micro-Cap Virtual Conference on August 16, 2023 at 3:15 pm ET. Mr. Loeffler is also hosting virtual one-on-one meetings with institutional investors throughout the day.
Registration for the live presentation can be accessed on the Company’s Investor Relations page at https://ir.caliberco.com/ or on the Sidoti conference website at https://sidoti.zoom.us/webinar/register/WN_qbA5y53nTwSSKRTBbE9Z4g. To request one-on-one meetings, please contact Caliber Investor Relations.
About CaliberCos Inc.
Caliber (NASDAQ: CWD) is a leading vertically integrated alternative asset management firm whose purpose is to build generational wealth for investors seeking to access opportunities in middle-market assets. Caliber differentiates itself by creating, managing, and servicing proprietary products, including middle-market investment funds, private syndications, and direct investments which are managed by our in-house asset services group. Our funds include investment vehicles focused primarily on real estate, private equity, and debt facilities. Additional information can be found at Caliberco.com and CaliberFunds.co.
Forward Looking Statements
This press release contains “forward-looking statements” that are subject to substantial risks and uncertainties. All statements, other than statements of historical fact, contained in this press release are forward-looking statements. Forward-looking statements contained in this press release may be identified by the use of words such as “anticipate,” “believe,” “contemplate,” “could,” “estimate,” “expect,” “intend,” “seek,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “target,” “aim,” “should,” "will” “would,” or the negative of these words or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements are based on the Company’s current expectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. These and other risks and uncertainties are described more fully in the section titled “Risk Factors” in the final prospectus related to the Company’s public offering filed with the SEC and other reports filed with the SEC thereafter.
Forward-looking statements contained in this announcement are made as of this date, and the Company undertakes no duty to update such information except as required under applicable law.
CONTACTS:
Caliber:
Victoria Rotondo
+1 480-295-7600
Victoria.rotondo@caliberco.com
Investor Relations:
Tamara Gonzalez
Financial Profiles
+1 310-622-8234
ir@caliberco.com
Media Relations:
Danielle Meyer
Financial Profiles
+1 310-622-8234
Dmeyer@finprofiles.com
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