IPO - CaliberCos Inc.

Form Type: S-1/A

Filing Date: 2025-05-05

Corporate Action: Ipo

Type: Update

Accession Number: 000110465925044250

Filing Summary: CaliberCos Inc. is filing an amendment to its Form S-1 Registration Statement to facilitate the offer and sale of 13,475,412 shares of its Class A common stock by selling stockholders, including shares issuable upon conversion of a secured promissory note and warrants. A significant corporate action is the completion of a reverse stock split at a 1-for-20 ratio, effective May 2, 2025, to adjust the trading structure of its common stock, which continues to trade under the ticker symbol CWD on Nasdaq. Additionally, an Equity Purchase Agreement with Mast Hill Fund allows for up to $25 million in capital through the sale of Class A shares over time, reflecting the company's strategy to increase funds while managing dilution risks through varied pricing strategies. The filing indicates a broader strategy for corporate growth and asset management with a focus on market adaptability. The company's emergence as a smaller reporting and emerging growth company ties to reduced public reporting obligations, enhancing its operational focus while pursuing market opportunities.

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Form Type: S-1

Filing Date: 2025-04-14

Corporate Action: Ipo

Type: New

Accession Number: 000110465925034727

Filing Summary: CaliberCos Inc. has filed a registration statement on Form S-1 with the SEC to offer and sell up to 69,467,779 shares of Class A common stock. The registration involves shares being sold by selling stockholders, primarily Mast Hill Fund, L.P., as well as some shares underlying warrants and commitments associated with earlier financing agreements. The company anticipates receiving gross proceeds of up to $25 million from ongoing sales of Class A common stock. Caliber aims to attract investments from financial professionals and high-net-worth individuals by focusing on multi-family residential and hospitality sectors, primarily in growth-oriented markets. The prospectus also highlights that Caliber is an emerging growth company and a smaller reporting company, eligible for reduced public company reporting requirements, which will apply to this offering. Additionally, Caliber plans a reverse stock split pending shareholder approval, potentially ranging between 1:5 to 1:20. The closing sale price of Caliber's stock was reported at $0.5292 as of April 9, 2025. The filing indicates the company's strategy of enhancing its capital structure and investor appeal through various financing methods, while it carries forward its operational initiatives in real estate asset management.

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Form Type: 8-K

Filing Date: 2025-03-31

Corporate Action: Ipo

Type: New

Accession Number: 000110465925029733

Filing Summary: CaliberCos Inc. filed an Offering Circular with the SEC on March 13, 2025, for its offering of shares of Series AA Cumulative Redeemable Preferred Stock. On March 31, 2025, the company supplemented this with Offering Circular Supplement No. 1 to provide CUSIP information related to the shares being offered. The offering includes securities with a three-year maturity from issuance and utilizes a unique CUSIP for each calendar quarter during the offering period to assist clients purchasing through the DTC system in tracking maturity dates. The offering details include various CUSIPs along with their respective issuance/start dates, offering end dates, and maturity dates.

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Form Type: 8-K

Filing Date: 2025-03-17

Corporate Action: Ipo

Type: New

Accession Number: 000162728225000013

Filing Summary: On March 17, 2025, CaliberCos Inc. announced that the Securities and Exchange Commission has qualified its Offering Statement regarding the newly designated Series AA Cumulative Redeemable Preferred Stock. This marks a significant step for the company as it prepares for an initial public offering of this preferred stock, allowing it to raise capital from investors. The announcement includes a press release which contains further details pertaining to the offering, although the information in the item and the press release will not be considered 'filed' and is not subject to liabilities under the Exchange Act or incorporated by reference into future filings unless specified.

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Form Type: 253G2

Filing Date: 2025-03-13

Corporate Action: Ipo

Type: New

Accession Number: 000110465925023523

Filing Summary: CaliberCos Inc. is offering up to 800,000 shares of Series AA Cumulative Redeemable Preferred Stock at an offering price of $25.00 per share, aiming for a total maximum offering amount of $20 million. This preferred stock ranks senior to common stock concerning dividend rights and liquidation preferences. Holders are entitled to cumulative monthly cash dividends at a 9.5% annual rate based on the stated value. The shares will have no voting rights except in specific instances and can be converted into Class A Common Stock after three years with company consent. Importantly, there is no public trading market anticipated for this Series AA Preferred Stock, nor is there a plan for exchange listing. The offering is made pursuant to Regulation A for Tier 2 offerings and will conclude upon reaching the target amount, within one year of the offering’s qualification, or if terminated early by the company. A managing dealer, ARKap Markets, LLC, will oversee the offering, emphasizing that investing in these securities involves high risks and that potential investors should review risk factors thoroughly.

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Form Type: CORRESP

Filing Date: 2025-03-10

Corporate Action: Ipo

Type: Update

Accession Number: 000110465925022214

Filing Summary: CaliberCos Inc. requests the acceleration of the qualification date for their Offering Statement on Form 1-A, originally filed on December 5, 2024. The new qualification date is requested for 4:30 p.m., Eastern Time, on March 12, 2025. This request is made pursuant to Rule 252(e) of the Securities Act of 1933. The correspondence is directed to the U.S. Securities and Exchange Commission and is signed by John C. Loeffler, II, the Chief Executive Officer of CaliberCos Inc.

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