CaliberCos Inc. SEC Filings

CaliberCos Inc. prospectus supplement (Form 424B5) describes an "at-the-market" offering of up to $10,333,203 of Class A common stock (up to 5,531,691 shares assuming a $7.45 price). The company intends to use most net proceeds to acquire digital assets, beginning with LINK, with remaining proceeds for working capital and its core business. The document details asset management revenue streams: fund set-up fees recognized at completion; fund management fees generally of 1.0%–1.5% of unreturned capital (and 0.7% of enterprise value for Caliber Hospitality Trust); financing fees recognized at loan closing; development/construction fees typically 4.0% of project costs; brokerage fees at fixed rates; and performance allocations of 15%–35% of cash distributions after preferred returns, where preferred returns range from 6%–12%. The Sales Agents (R.F. Lafferty & Co. Inc. and The Benchmark Company, LLC) act as underwriters using reasonable best efforts and are indemnified by the company. Financial statements are audited by Deloitte & Touche LLP and multiple SEC filings are incorporated by reference.

CaliberCos Inc. entered into a securities purchase agreement with Mast Hill Fund, L.P. on September 11, 2025, issuing 15,868 shares of Series B Preferred Stock at $1,000 per share for gross proceeds of $15,868,000. The Series B Preferred Stock has a $1,000 stated value, can be optionally converted at a rate based on a $250.00 conversion price, carries no general voting rights but has protective voting rights, and ranks senior to the company’s common stock in liquidation.

On September 17, 2025, CaliberCos also established an at-the-market equity program under a Sales Agreement with R.F. Lafferty & Co., Inc. and The Benchmark Company, LLC, allowing sales of up to $10,333,203 of Class A common stock through the Managers as sales agents, with commissions of up to 3.0%. The ATM program may be suspended or terminated by either party, and is supported by a previously effective $50,000,000 shelf registration and a new prospectus supplement.

CaliberCos Inc. filed a current report describing the launch of its Digital Asset Treasury strategy. On September 9, 2025, the company completed its initial purchase of Chainlink (LINK) tokens as a system test transaction. This is Caliber’s first transaction under the strategy, which aims to accumulate LINK over time through consistent purchases with a stated objective of pursuing long-term appreciation and current yield via staking. The company furnished a press release with additional details as an exhibit to the report.

CaliberCos Inc. discloses multiple classes of potential dilution tied to outstanding convertible securities, options, warrants, rights and reserved plan shares. The filing lists specific issuable amounts including 135,440 option shares, 241,060 RSU shares, 129,432 warrant shares, 134,284 shares from convertible debt, and 124,419 shares reserved under the 2024 Equity Incentive Plan. It also notes 965,714 shares were issued under an Equity Purchase Agreement with Mast Hill at a weighted average sales price of $2.56. The document references additional Rights, a $25 million Equity Purchase Agreement capacity, related registration information, and a cross-reference to the company’s Form 8-A description of capital stock.

CaliberCos Inc. has approved a new Digital Asset Treasury Strategy and Policy that will make digital assets, starting with Chainlink’s LINK token, the principal holding in its treasury reserves. The company may use available liquidity, including proceeds from its existing Equity Line of Credit facility, to purchase LINK and related digital assets, and plans to explore operating Chainlink validator nodes and staking LINK to earn additional LINK rewards.

The filing emphasizes that LINK is highly volatile and less liquid than cash, so declines in its value could materially affect CaliberCos’ earnings and the market price of its Class A common stock. The company details extensive risks around crypto market instability, custody and counterparty failures, cyberattacks, regulatory and tax changes, potential treatment of LINK as a security or investment security under the Investment Company Act, and the possibility that this strategy could complicate relationships with banks, insurers, auditors, and other service providers.

CaliberCos Inc. files a prospectus supplement covering the resale of up to 13,475,412 shares of Class A common stock held by selling stockholders. The supplement primarily updates how any proceeds received by the company from related arrangements will be used.

The company will not receive cash from selling stockholders’ resale of shares, but may receive up to $25 million in gross proceeds from sales of Class A common stock to Mast Hill under an equity purchase agreement, as well as any cash exercise of warrants. CaliberCos now plans to use any such proceeds to acquire digital assets, starting with LINK, with the remainder allocated to working capital and general corporate purposes for its existing core operating business.

CaliberCos Inc. reported that its joint venture development, PURE Pickleball & Padel™, has entered into a 10-year exclusive agreement with Wolfgang Puck Catering. Under this deal, Wolfgang Puck Catering will provide all food and beverage services at PURE’s venue, including the first-floor restaurant and bar, grab-and-go marketplace, pro arena concessions, as well as the second-floor special events space, teaching kitchen, VIP lounge, and rooftop patio and bar. The arrangement ties a well-known premium catering and hospitality brand to PURE’s sports and entertainment concept, aiming to enhance the customer experience across the facility.