CaliberCos SEC Filings

CaliberCos Inc. (CWD) reports that it has regained compliance with Nasdaq’s stockholders’ equity listing standard. The company previously received a notice on August 27, 2025 that its stockholders’ equity was below the $2,500,000 minimum required under Nasdaq Listing Rule 5550(b)(1). Based on its Form 10-Q for the period ended September 30, 2025, CaliberCos reported stockholders’ equity of $6,087,000, and Nasdaq has confirmed the company is back in compliance and closed the matter. The company also issued a press release on November 18, 2025 to announce this development.

CaliberCos Inc. (CWD) filed its Q3 2025 report, highlighting weaker results and a going concern warning. Total revenue was $3.6 million, down from $11.3 million a year ago, driven by sharply lower hospitality and other consolidated fund revenues. The company reported a net loss attributable to CaliberCos Inc. of $4.4 million for the quarter and $14.1 million year-to-date.

Liquidity actions were significant. Caliber raised equity through an equity line and an at-the-market program, issuing 3,006,134 shares for $6.4 million and 886,437 shares for $5.9 million in Q3. It also reported $10.9 million in cash at September 30, 2025 and recognized a $0.7 million fair value loss on newly adopted digital assets (LINK) measurement. The company effected a 1-for-20 reverse stock split on May 2, 2025, and had 5,988,807 total common shares outstanding as of November 11, 2025.

Management disclosed “substantial doubt” about the company’s ability to continue as a going concern due to recurring losses and near-term note maturities, despite plans to refinance notes, convert debt to equity, and raise additional preferred and common equity.

CaliberCos Inc. (CWD) furnished third‑quarter results materials via a Form 8-K dated November 13, 2025. The company announced a press release and two supplemental packages covering Q3 financial results, including a separate update on its asset management “Platform” business.

The materials attached as Exhibits 99.1, 99.2, and 99.3 are incorporated by reference and are designated as furnished, not filed, under Items 2.02 and 7.01. Exhibit 104 contains the cover page Inline XBRL data.

CaliberCos Inc. (CWD) announced it will release its third quarter 2025 financial results after the close of the market on Thursday, November 13, 2025. The disclosure was furnished under Regulation FD and includes a press release as Exhibit 99.1.

This is a scheduling update; no financial results or guidance were included in the announcement.

CaliberCos Inc. filed a Form S-3 to register 561,747 shares of Class A common stock for resale by selling stockholders. The shares were issued in October 2025 upon conversions of outstanding notes totaling $1,897,504.55 at conversion prices ranging from $3.14 to $3.72 per share. The company will not receive any proceeds from sales by the selling stockholders, though it benefits from the extinguishment of the converted notes.

The prospectus permits sales at fixed or market prices through various methods, including brokerage transactions, block trades, privately negotiated deals, hedging, and short sales after the registration statement is declared effective. As context, shares of Class A common stock outstanding were 5,574,821 as of October 29, 2025. Including the registered shares, the table shows 6,136,568 Class A shares outstanding after the offering. Examples of holder amounts include PRP AQUATICS, INC 223,881 and CJR Investments LLC 44,777. Caliber’s Class A stock trades on Nasdaq as “CWD,” with a last reported price of $3.14 on October 28, 2025.

CaliberCos Inc. launched a note conversion program allowing holders of certain unsecured promissory notes to convert debt into Class A common stock at a price per share equal to the lower of the five-day average closing price or the prior day’s closing bid. Each closing is limited to approximately $3 million, and shares issued in a conversion are to be registered within ten business days of the respective agreement.

As of October 28, 2025, the company closed its first round: noteholders converted an aggregate principal of $1,897,504.55 (aggregate debt outstanding $1,924,706.74) into 561,747 shares at conversion prices ranging from $3.14 to $3.72. The shares were issued in private transactions exempt from registration under Section 4(a)(2) and/or Regulation D and are “restricted securities” under Rule 144. Management may open additional conversion rounds until all noteholders have participated.

CaliberCos Inc. furnished a corporate presentation under Regulation FD. The company reports that CEO Chris Loeffler presented at the LD Micro Main Event XIX in San Diego on October 30, 2025, and the slide deck was provided as Exhibit 99.1.

The furnished materials are not deemed “filed” under the Exchange Act and are not incorporated by reference into other filings unless specifically referenced. This is an informational update about investor communications at a conference rather than a financial or transactional event.

CaliberCos Inc. filed an 8-K updating Nasdaq compliance. The company reports it believes it has regained compliance with Nasdaq Listing Rule 5550(b)(1) by having stockholders’ equity above $2.5 million as of October 22, 2025.

CaliberCos estimates stockholders’ equity was between $4.5 million and $6.0 million as of September 30, 2025, reflecting transactions since quarter-end including equity offerings and debt conversions. Nasdaq will continue to monitor compliance, and if the next periodic report for the quarter ended September 30, 2025 does not evidence compliance, the company may be subject to delisting, with the right to appeal to a Hearings Panel.

CaliberCos Inc. announced the completion of a strategic purchase of $2.0 million in Chainlink (LINK) tokens to support its Digital Asset Treasury (DAT) Strategy. The company acquired 94,903 LINK at an average price of $21.07 per token (including fees and expenses) on October 16, 2025.

The announcement was disclosed under Item 7.01 (Regulation FD), with a press release furnished as Exhibit 99.1. Because the information was furnished, it is not deemed filed under the Exchange Act.