8-K - CWD - Equibles

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):

October 25, 2023

CALIBERCOS INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

001-41703	47-2426901
(Commission File Number)	(IRS Employer Identification No.)	8901 E. Mountain View Rd. Ste. 150, Scottsdale, AZ	85258
---	---
(Address of Principal Executive Offices)	(Zip Code)

(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):

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o	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:

Title of each class	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

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

Item 7.01 Regulation FD Disclosure.

On October 25, 2023, CaliberCos Inc. (the “Company” or “Caliber”) issued a press release announcing the sale of Northsight Crossing by Northsight Crossing AZ, LLC, a Caliber co-sponsored single asset syndication, for $27.4 million.

On October 26, 2023, CaliberCos Inc. issued a press release announcing that it will release its third quarter 2023 results after the close of market on Thursday, November 9, 2023. A copy of these press releases 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

Exhibit<br><br>No.	Exhibit
99.1	Press release dated October 2 5 , 2023
99.2	Press release dated October 26 , 2023
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, 2023
	By:	/s/ John C. Loeffler, II
	Name:	John C. Loeffler, II
	Title:	Chairman and Chief Executive Officer

Document

Exhibit 99.1

CALIBER COMPLETES SALE OF NORTHSIGHT CROSSING

RETAIL CENTER IN SCOTTSDALE

SCOTTSDALE, Ariz., October 25, 2023 – CaliberCos Inc. (NASDAQ: CWD; “Caliber”), a real estate investor, developer, and manager, today announced the sale of Northsight Crossing, a prominent retail center located in Scottsdale, Ariz. The property was purchased in January 2022 by Northsight Crossing AZ, LLC, a Caliber co-sponsored single asset syndication, for $21.1 million and was sold this month to Hunt Retail Investments, LLC, a local investment group for $27.4 million. After fees and other expenses, the sale generated an internal rate of return of approximately 22 percent for investors.

Located at 14891 N. Northsight Boulevard in the Scottsdale Airpark, the property encompasses 9.25 acres and houses more than 112,000 square feet of retail space that is 98-percent occupied by national, regional, and local-branded businesses. Following the purchase of this retail center, Caliber and its partners completed tenant improvements and executed a number of new leases, resulting in a sale at a capitalization rate of 6.75%.

“This asset sale is another example of the value that Caliber’s investment platform offers the market,” said Chris Loeffler, CEO of Caliber. “Utilizing a strong network of local partners like Platinum Advisors, Caliber identified this investment opportunity, executed on a favorable purchase price, and assisted in completing the lease-up and repositioning of the asset. We wish the new owner success with their future plans.”

Brokers on this deal were Cushman & Wakefield, Caliber Realty, and Platinum Advisors.

About Caliber (CaliberCos Inc.) (NASDAQ: CWD)

With more than $2.9 billion of managed assets, Caliber’s 15-year track record of managing and developing real estate is built on a singular goal: make money in all market conditions. Our growth is fueled by our performance and our competitive advantage: we invest in projects, strategies, and geographies that global real estate institutions do not. Integral to our competitive advantage is our in-house shared services group, which offers Caliber greater control over our real estate and visibility to future investment opportunities. There are multiple ways to participate in Caliber’s success: you can invest in Nasdaq-listed CaliberCos Inc. and/or you can invest directly in our Private Funds.

Forward-Looking Statements

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:

Kelly McAndrew, Financial Profiles

+1 203-613-1552

KMcAndrew@finprofiles.com

Document

Exhibit 99.2

CALIBER ANNOUNCES DATE OF THIRD QUARTER 2023

EARNINGS RELEASE

SCOTTSDALE, Ariz, October 26, 2023 – Caliber (the “Company” or “CaliberCos Inc.”) (NASDAQ: CWD), a real estate investor, developer, and manager, today announced that it will release its third quarter 2023 financial results after the close of the market on Thursday, November 9, 2023. Management invites all interested parties to its webcast/conference call the same day at 5:00 pm ET to discuss the results.

Conference Call Information:

The conference call will be broadcast live on the Investor Relations section of Caliber’s website at https://ir.caliberco.com/.

Investors and interested parties can access the live earnings call by webcast or dial-in as follows:

Live webcast:

https://viavid.webcasts.com/starthere.jsp?ei=1638838&tp_key=fed07c1d47

Dial-in:

1-888-886-7786 (domestic) or 1-416-764-8658 (international) or by clicking on this Call me™ link to request a return call.

Additional details:

The news release and presentation materials will be available at https://ir.caliberco.com/ under "Events & Presentations." A replay of the call will be available on the website for 30 days. An archived replay will be available for 14 days via a webcast link located on the Investor Relations section of Caliber’s website, and by dialing 1-844-512-2921 (domestic) or 1-412-317-6671 (international).

About CaliberCos Inc.

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:

Kelly McAndrew, Financial Profiles

+1 203-613-1552

KMcAndrew@finprofiles.com