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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 22, 2025
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):
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ¨ |
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.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
As previously disclosed on that certain Current
Report on Form 8-K as filed with the Securities and Exchange Commission on August 27, 2025 (the “Original 8-K”),
on August 27, 2025, CaliberCos Inc. (the “Company”) received a notification letter (the “Notice”) from the
Nasdaq Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company
that its amount of stockholders’ equity had fallen below the $2,500,000 required minimum for continued listing set forth in Nasdaq
Listing Rule 5550(b)(1).
As noted in the Original 8-K, the Company had
45 days from the date of the Notice to provide Nasdaq with a specific plan to achieve and sustain compliance, which the Company has done.
The Company is filing this Current Report on Form 8-K (this “Report”) to provide an update to its compliance with continued
listing requirements as set forth in Nasdaq Listing Rule 5550(b)(1).
As a result of various transactions entered into
by the Company since September 30, 2025, including without limitation various equity offerings and debt conversions, the Company
believes that as of the date of this Report, stockholders’ equity exceeds $2.5 million and that it has regained compliance with
the minimum $2.5 million stockholders’ equity requirement for continued listing. The Company estimates that as of September 30,
2025, stockholders’ equity is between $4.5 million and $6.0 million.
NASDAQ will continue to monitor the Company’s
ongoing compliance with the minimum stockholders’ equity requirement and, if at the time of its next periodic report for the quarter
ended September 30, 2025 the Company does not evidence compliance with the minimum stockholders’ equity requirement, the Company
may be subject to delisting. At that time, NASDAQ Staff will provide written notification to the Company, which it may then appeal Staff’s
determination to a Hearings Panel. There can be no assurance that the Company will be able to maintain compliance with the minimum stockholders’
equity requirement.
Item 7.01. Regulation FD Disclosure.
On October 23, 2025, the Company issued a
press release announcing that it believes that as of October 22, 2025, it has regained compliance with the Nasdaq Capital Market’s
stockholders’ equity requirement under Listing Rule 5550(b)(1). A copy of 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
|
Exhibit
No. |
|
Exhibit |
| 99.1 |
|
Press
release dated October 23, 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. |
| |
|
| October 23, 2025 |
|
| |
|
| |
By: |
/s/ John C. Loeffler, II |
| |
Name: |
John C. Loeffler, II |
| |
Title: |
Chairman and Chief Executive Officer |
