CWD 8-K
CaliberCos Inc. (CWD)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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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).
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Item 1.01 Entry into a Material Definitive Agreement.
In October 2025, CaliberCos Inc. (the “Company”) launched a note conversion program (the “Program”) pursuant to which holders (the “Note Holders”) of certain of the Company’s unsecured, outstanding promissory notes (the “Notes”) may elect to convert all or part of their Notes into shares of the Company’s Class A common stock, par value $0.001 (“Common Stock”) pursuant to conversion agreements. The Program provides that the Notes may be converted in one or more closings (each, a “Closing”) in exchange for shares of Common Stock at a per share conversion price equaling the lower of (i) the average closing price of the Common Stock over the five trading days prior to the execution of the respective conversion agreement, or the (ii) closing bid price of the Common Stock the business day preceding the execution of the respective conversion agreement (the “Conversion Prices”). The Company will limit each Closing to approximately $3 million in total value of the Notes. The conversion agreements will provide that the shares of Common Stock issued upon the conversion of the Notes will be registered within ten (10) business days of the date of the executed conversion agreement. After each Closing, the Company’s management may open additional conversion rounds until all Note Holders have participated.
As of October 28, 2025, the Company entered into conversion agreements (collectively, the “Conversion Agreements”) with the Note Holders of the Notes having an aggregate debt outstanding of $1,924,706.74 and principal amount of $1,897,504.55 and closed its first round of conversions.
Pursuant to the Conversion Agreements, the applicable Note Holders converted and canceled all or part of the applicable Note Holders’ Notes at conversion prices ranging from $3.14 to $3.72. The applicable Notes in the aggregate principal amount of $1,897,504.55 converted into an aggregate of 561,747 shares of Common Stock (the “Conversion Shares”).
The foregoing is only a summary of the material terms of the Program and the conversion agreements and does not purport to be a complete description of the rights and obligations of the parties thereunder. The foregoing summary of the Program and the conversion agreements is qualified in its entirety by reference to the form of the conversion agreement, which is filed as Exhibit 10.1 this Current Report and incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The information in Item 1.01 regarding the issuance of the Conversion Shares is hereby incorporated herein by reference.
The Conversion Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws, and were issued to the respective recipients in transactions exempt from registration under the Securities Act in reliance upon the exemption from registration provided by Section 4(a)(2) under the Securities Act and/or Regulation D promulgated thereunder. Accordingly, the Conversion Shares constitute “restricted securities” within the meaning of Rule 144 under the Act.
Item 7.01 Regulation FD Disclosure.
On October 31, 2025, the Company issued a press release announcing that the Board approved the Program and the completion of the conversion of principal balance notes. A copy the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is hereby furnished pursuant to this Item 7.01.
The information disclosed under this Item 7.01, including Exhibit 99.1 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. |
Exhibit | |
| 10.1 | Form of Conversion Agreement | |
| 99.1 | Press Release dated October 31, 2025 | |
| 104 | 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.
| CaliberCos Inc. | ||
| Date: October 31, 2025 | ||
| By: | /s/ John C. Loeffler, II | |
| Name: | John C. Loeffler, II | |
| Title: | Chief Executive Officer | |
Exhibit 10.1
CONVERSION AGREEMENT
THIS CONVERSION AGREEMENT (this “Agreement”), dated as of _______, 2025, is entered into by and among CaliberCos Inc., a Delaware corporation (the “Company”), and ____________(the “Holder”). Capitalized terms used, but not otherwise defined herein, shall have the meanings set forth in the Note (as defined below).
WHEREAS, the Company has issued that certain Promissory Note (the “Note”) to the Holder in the principal amount of $_______;
WHEREAS, the Company and the Holder desire to enter into this Agreement, pursuant to which the Holder will convert and cancel a total of $____ which represents ___% of the Note (the “Conversion”) in exchange for ______ shares of Class A common stock, $0.001 par value, of the Company (the “Shares”) at a per Share conversion price of $____ (the Conversion Price”);
WHEREAS, the Conversion Price represents the lower of the average closing price of the shares of the Company’s Class A common stock as reported on Nasdaq for the five trading days immediately preceding the date of this Agreement or the closing bid price of the trading day immediately preceding the execution of this Agreement; and
WHEREAS, a total of $____ which represents ___% of the Note will remain in effect as an obligation of the Company.
WHEREAS, the Company and the Holder desire to memorialize the Conversion and all related representations, warranties and covenants of the respective parties through this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and undertakings contained herein, and subject to and on the terms and conditions set forth herein, the parties hereto hereby agree as follows:
Section 1. Conversion; Number of Shares; Closing; Release; Tax Consequences.
(a) The Holder hereby irrevocably tenders to the Company and converts the entire outstanding principal balance of, and all accrued interest due and owing under, the Holder’s Note for the Shares as of the date of this Agreement. The Holder hereby agrees that effective upon the Closing (as defined below): (i) the Note is hereby automatically converted into the Shares; and (ii) all rights, title and interest arising under the Note are hereby cancelled, released, extinguished and of no further force and effect.
(b) The Conversion shall take place remotely via the exchange of documents and signatures on the date hereof (the “Closing”). At the Closing, the Company shall cancel the Holder’s Note (subject to Section 1(a)(ii) above).
(c) The Holder has reviewed with its own tax advisors the federal, state, local and foreign tax consequences of the Conversion and the transactions contemplated by this Agreement. The Holder is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Holder understands that it (and not the Company) shall be solely responsible for any tax liability that may arise as a result of the Conversion and the transactions contemplated by this Agreement.
Section 2. Holder’s Representations and Warranties. The Holder hereby represents and warrants to the Company as follows:
(a) The Holder has good and valid title to its Note, free and clear of all restrictions, liens, charges or encumbrances (collectively the “Restrictions”), and is converting the Note free and clear of any and all such Restrictions.
(b) The Holder also has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby in accordance with the terms hereof.
(c) The Holder has experience in making investment decisions of this type and has such knowledge and experience in financial and business matters that the Holder is capable of evaluating the merits and risks of an investment in the Company and the acquisition of the Shares. The Holder has reviewed the Company’s periodic filings with the Securities and Exchange Commission with specific reference to the risk factors set forth therein and has had the opportunity to ask questions of the Company and have such questions answered.
(d) The Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act of 1933”), or state securities laws and, therefore, the Shares cannot be resold or transferred unless: (i) they are subsequently registered under the Securities Act of 1933 and applicable state securities or "Blue Sky" laws or exemptions from such registration are available and (ii) such resale or transfer complies with the terms and conditions of the Operating Agreement.
(e) The Holder is an “accredited investor” within the meaning of Section 501(a) of Regulation D, as adopted pursuant to the Securities Act of 1933. The Holder can bear the economic risk of losing its entire investment in the Shares. The Holder is prepared to bear the economic risk of this investment for an indefinite time.
Section 3. Company’s Representations and Warranties.
(a) The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and has full corporate power and authority to carry on its business as now conducted. The Company is duly qualified to transact business andis in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.
(b) All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization, execution and delivery of this Agreement has been taken.
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(c) The execution and delivery of this Agreement will constitute a valid and binding obligation of the Company, enforceable against it in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
(d) No consent, approval, order, license, permit, action by, or authorization of or designation, declaration, or filing with any governmental authority on the part of the Company is required that has not been, or will not have been, obtained by the Company prior to the execution of this Agreement in connection with the valid execution, delivery and performance of this Agreement.
(e) The Shares are duly authorized in compliance with all applicable federal and state securities laws and, upon consummation of the transactions referenced herein, will be validly issued, fully paid and nonassessable.
(f) Within ten (10) business days of the date hereof, the Company will file a resale registration statement with the Securities and Exchange Commission registering the Shares for resale.
Section 4. Counsel, Release Acknowledgment. EACH PARTY HERETO acknowledgeS that such party has CONSULTED, TO THE EXTENT IT HAS DESIRED TO DO SO, WITH its OWN INDEPENDENT COUNSEL IN CONNECTION WITH THIS AGREEMENT AND THE MATTERS CONTEMPLATED HEREBY. the HOLDER REPRESENTS AND WARRANTS THAT IT HAS READ AND FULLY UNDERSTANDS THE MEANING OF EACH PROVISION IN THIS AGREEMENT, INCLUDING THE RELEASE CONTANED HEREIN and acknowledges that it has voluntarily entered into this agreement.
Section 5. Notices. Any notice required or permitted by this Agreement shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party hereto to be notified, (b) when sent by confirmed e-mail if sent during normal business hours of the recipient, and if not so confirmed, then on the next business day, (c) five days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the parties: (i) at the addresses of the parties set forth on the signature pages hereto, (ii) such other address as a party may request by notifying the other in writing, or (iii) address as subsequently modified by written notice given in accordance with this Section 5. Any party may, by notice to the other party hereto, specify any other address (electronic or mailing) for the receipt of such notices, instruments or communications. Except as expressly provided in this Agreement, any notice, instrument or other communication shall be deemed properly given when sent in the manner prescribed in this Section 5. Any notice required or permitted by the Company’s Operating Agreement, or any provision of the Limited Liability Company Act of the State of Delaware may be given to the Holder at the addresses (electronic or mailing) (1) indicated beneath the Holder’s signature or (2) set forth in the Company’s books and records.
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Section 6. Governing Law. This Agreement, and all matters arising directly and indirectly herefrom shall be governed in all respects by the laws of the State of Delaware as such laws are applied to agreements between parties in Delaware.
Section 7. Assignment; Successors and Assigns. Except as otherwise expressly provided herein, this Agreement may not be assigned by the Holder by operation of law or otherwise, and any attempted assignment shall be null and void, without the prior written consent of the Company. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, assigns (as permitted above) and legal representatives.
Section 8. Further Assurances. The parties agree that they shall execute and deliver any and all additional writings, instruments, and other documents contemplated hereby or referred to herein and shall take such further action as shall be reasonably required in order to effectuate the terms and conditions of this Agreement.
Section 9. No Third-Party Rights. Except as otherwise expressly provided herein, this Agreement shall be for the sole benefit of the parties to this Agreement and their respective heirs, successors, assigns (as permitted above) and legal representatives and is not intended, nor shall be construed, to give any person, other than the parties hereto and their respective heirs, successors, assigns (as permitted above) and legal representatives, any legal or equitable right, remedy or claim hereunder.
Section 10. Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement may also be executed via facsimile or by .pdf, which shall be deemed an original.
Section 11. Entire Agreement. This Agreement, including the Exhibit attached hereto, constitutes the entire agreement between the parties hereto with respect to the matters covered hereby and supersedes all previous written, oral or implied understandings and agreements among them with respect to such matters.
Section 12. Amendment and Modification. Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by the Company and the Holder.
[Signature Pages to Follow]
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IN WITNESS WHEREOF, this Agreement has been executed and delivered as of the date and year first above written.
COMPANY:
CALIBERCOS INC.
By: ______________________________
Name: John C. Loeffler II
Title: CEO
Address: 8901 E. Mountain View Rd. Ste 150, Scottsdale, AZ 85258
IN WITNESS WHEREOF, this Agreement has been executed and delivered as of the date and year first above written.
HOLDER:
Signature:
Name:
Address:
Email:
Exhibit 99.1
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Caliber Launches Noteholder Debt-to-Equity Conversion Program and Completes First $1.9 Million Tranche
Initiative reduces corporate debt and improves cash flow
SCOTTSDALE, AZ. OCTOBER 31, 2025 – Caliber (Nasdaq: CWD), a diversified real estate and digital asset management platform, today announced that its Board of Directors has approved a Noteholder Conversion Program (the “Program”) authorizing the ability of holders of certain of Caliber’s unsecured corporate notes to convert such notes into shares of the Company’s Class A common stock. The Program allows such noteholders to convert notes in tranches, each tranche allowing up to an aggregate of $3.0 million of such notes to be converted. Participation in the Program is entirely voluntary, with conversion prices determined according to Nasdaq’s rules for market transactions. The Program is expected to significantly reduce leverage, improve stockholders’ equity, and increase financial flexibility as Caliber advances toward its goal of profitability in 2026.
In connection with this approval, Caliber also announced the completion of 1.9 million conversion of principal balance notes with an average interest rate of 11.1%, representing approximately 561,850 shares issued at an average conversion price of $3.43 per share. This conversion immediately strengthens the Company’s balance sheet and eliminates approximately $211,090 in annual interest expense while improving cash flow..
“By methodically removing high-cost debt from our balance sheet, we are reducing interest expense and freeing up cash flow for growth,” Loeffler added. “This program represents an important next step in fortifying Caliber’s foundation as we execute on our dual strategies: expanding our private equity real estate platform and building one of the largest LINK token treasuries held by a public company.”
DISCLAIMER
This press release does not constitute an offer or solicitation to sell shares or securities in the Company or any related or associated entity.
Any such offer or solicitation will be made solely through investment documentation, in strict accordance with the terms of all applicable securities laws and regulations.
About Caliber (CaliberCos Inc.)
Caliber (Nasdaq: CWD) is an alternative asset manager with over $2.9 billion in Managed Assets and a 16-year track record in private equity real estate investing across hospitality, multi-family, and industrial real estate. In 2025, Caliber became the first U.S. public real estate platform to launch a Digital Asset Treasury strategy anchored in LINK, the token associated with Chainlink. This initiative bridges real and digital asset investing through an equity-funded, disciplined approach that includes staking for yield. Investors can participate via Caliber’s publicly traded equity (Nasdaq: CWD) and private real estate funds.
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 Investor Relations
Ilya Grozovsky
+1 480-214-1915
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