FALSE000162728200016272822024-10-232024-10-23

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 30, 2024
CALIBERCOS INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
001-4170347-2426901
(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 classTrading SymbolsName of each exchange on which registered
Class A Common Stock, par value $0.001CWD
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 30, 2024, Jade Leung, CFO of CaliberCos Inc. (the “Company” or “Caliber”), presented at the LD Micro Main Event XVII, in Los Angeles, CA. A copy of his presentation slide deck 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
104Cover 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, 2024
 
By:/s/ John C. Loeffler, II
Name:John C. Loeffler, II
Title:Chairman and Chief Executive Officer

NASDAQ: CWD

 
Forward-Looking Statements This presentation includes statements concerning CaliberCos Inc.’s (the “Company,” or “Caliber”) expectations, beliefs, plans, objectives, goals, strategies, assumptions of future events, future financial performance, or growth and other statements that are not historical facts. These statements are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. In some cases, readers and the audience can identify these forward-looking statements through the use of words or phrases such as "estimate,“ "expect," "anticipate," "intend," "plan," "project," "believe," "forecast," "should," "could," and other similar expressions. Forward-looking statements involve risks and uncertainties that may cause actual results or outcomes to differ materially from those included in the forward-looking statements. The Company's expectations, beliefs, and projections are expressed in good faith and are believed by the Company to have a reasonable basis, but there can be no assurance that management's expectations, beliefs, or projections will be achieved or accomplished. Factors that may cause actual results to differ materially from those included in the forward-looking statements include, but are not limited to, factors affecting the Company’s ability to successfully operate and manage its business, including, among others, title disputes, weather conditions, shortages, delays, or unavailability of equipment and services, property management, brokerage, investment and fund operations, the need to obtain governmental approvals and permits, and compliance with environmental laws and regulations; changes in costs of operations; loss of markets; volatility of asset prices; imprecision of asset valuations; environmental risks; competition; inability to access sufficient capital; general economic conditions; litigation; changes in regulation and legislation; economic disruptions or uninsured losses resulting from major accidents, fires, severe weather, natural disasters, terrorist activities, acts of war, cyber attacks, or pest infestation; increasing costs of insurance, changes in coverage and the ability to obtain insurance; and other presently unknown or unforeseen factors. Other risk factors are detailed from time to time in the Company's reports filed with the Securities and Exchange Commission. Any forward-looking statement speaks only as of the date on which such statement is made, and the Company undertakes no obligation to update the information contained in any forward-looking statements to reflect developments or circumstances occurring after the statement is made or to reflect the occurrence of unanticipated events. Past performance is not indicative of future results. There is no guarantee that any specific outcome will be achieved. Investment may be speculative and illiquid and there is a total risk of loss. There is no guarantee that any specific investment will be suitable or profitable. This presentation does not constitute an offering of, nor does it constitute the solicitation of an offer to buy, securities of the Company. This presentation is provided solely to introduce the Company to the recipient and to determine whether the recipient would like additional information regarding the Company and its anticipated plans. Any investment in the Company or sale of its securities will only take place pursuant to an appropriate, private placement memorandum and a detailed subscription agreement. Some of the information contained herein is confidential and proprietary to the Company and the presentation is provided to the recipient with the express understanding that without the prior written permission of the Issuer, such recipient will not distribute or release the information contained herein, make reproductions of, or use it for any purpose other than determining whether the recipient wishes additional information regarding the Company or its plans. By accepting delivery of this presentation, the recipient agrees to return same to the Company if the recipient does not wish to receive any further information regarding the Company. We have filed a registration statement (including a preliminary prospectus) with the SEC for the offering to which this communication relates. The registration statement has not yet become effective. Before you invest, you should read the preliminary prospectus in that registration statement (including the risk factors described therein) and other documents that we have filed with the SEC for more complete information. You may access these documents for free by visiting Edgar on the SEC website at httpp://www.sec.gov CALIBERCO.COM | 8901 E MOUNTAIN VIEW RD, STE 150, SCOTTSDALE, AZ 85258 | 480.295.7600 2 T H E W E A L T H D E V E L O P M E N T C O M P A N Y Disclaimers

 
Today’s Speaker 3T H E W E A L T H D E V E L O P M E N T C O M P A N Y Jade Leung CHIEF FINANCIAL OFFICER Jade Leung is Caliber’s CFO and corporate secretary. As CFO, Jade oversees all aspects of accounting and controllership, financial planning and analysis, tax, financial reporting, and treasury functions at Caliber. Jade is also responsible for the strategic direction of Caliber’s information technology and data security initiatives. Prior to joining Caliber, Jade spent 12 years with PwC, where he managed audit and accounting advisory services. Notably, Jade participated in over $1 billion of public market transactions and financing arrangements for companies.

 
CFO Commentary 4T H E W E A L T H D E V E L O P M E N T C O M P A N Y

 
Caliber… In Three Numbers 5T H E W E A L T H D E V E L O P M E N T C O M P A N Y 15yrs 19% IRR $2.9 Billion* *AUD & AUM

 
Caliber invests in, develops and manages real estate 6T H E W E A L T H D E V E L O P M E N T C O M P A N Y Caliber Nasdaq: CWD RE Fund 1 Syndication Hotel UPREIT

 
7 BEHAVIORAL HEALTH HOSPITAL HOSPITALITY/HOTEL MULTI-FAMILY HOUSING OPPORTUNITY ZONE ASSETS Caliber Invests in Diverse Real Estate Assets & Strategies

 
8T H E W E A L T H D E V E L O P M E N T C O M P A N Y The Best Opportunities are in the Middle-Market Middle-Market Assets • $5 to $50 million per project • Large opportunity set • Highly-fragmented market • Less competition • Caliber’s in-house services model enables access Middle Market Geographies • Demonstrated Population & Job Growth • Underserved in terms of financing options • Opportunity Zone tax incentives • Local tax incentives • Trends post-pandemic

 
9T H E W E A L T H D E V E L O P M E N T C O M P A N Y Income Lending, CORE Plus, Value Add Growth Distressed and Special Situations, Adaptive Re-Use & Development Tax Planning/Reduction Opportunity Zone Funds, 1031 Investments Caliber Solves It Clients’ Financial Needs Desired Outcome Caliber Product Our Job Is Simple: Deliver Returns Clients Expect In All Market Conditions Clients who invest in Caliber’s Funds seek three primary outcomes:

 
Our Market Is Growing Dramatically 10T H E W E A L T H D E V E L O P M E N T C O M P A N Y Source: Preqin Future of Alternatives 2028 report, October 2023 *Forecast 10.1 16.3 24.5 0 5 10 15 20 25 30 2019 2024* 2028* A ss e ts U n d e r M a n a g e m e n t ($ tr il lio n ) $24.5 Trillion in Global Alternative AUM Forecasted by 2028 CAGR: 10.3%

 
Internal Fundraising Drives Non-Dilutive Capital to Investments 11T H E W E A L T H D E V E L O P M E N T C O M P A N Y High Net-Worth Investors Registered Investment Advisors & Independent Broker-Dealers Family Offices Boutique Institutions Caliber Private Client Sales Caliber Wholesale Caliber Institutional

 
Business model drives consistent growth to Caliber 12T H E W E A L T H D E V E L O P M E N T C O M P A N Y Raise Capital Grow Assets Under Management Grow Revenue

 
Source: Caliber’s estimates and internal research reviewing comparable business models Caliber Earns More Per Dollar in AUM 13T H E W E A L T H D E V E L O P M E N T C O M P A N Y Caliber’s In-House Services Model: Increased Control & Multiple Revenue Streams Traditional Asset Managers: Lower Control & Fewer Revenue Opportunities Fund Management Fees Performance Allocations (Carried Interest) Fund Set-Up Fees Financing Fees Real Estate Development Fees Brokerage Fees Low-Margin, High-Volume Services In-House Revenues Outsourced Asset Management Performance Fees (Carried Interest) All Additional Services Outsourced In-House Revenues Caliber has optimized in-house and third-party services to maximize control and profitability

 
2024 - 2026 Cumulative Objectives for CWD 14T H E W E A L T H D E V E L O P M E N T C O M P A N Y Cumulative Fundraising of $750M Annualized Platform Revenue of $50M Assets Under Management (AUM) of $3B * End of 2026

 
Caliber Hospitality Trust – Another Path To Revenue Growth 15T H E W E A L T H D E V E L O P M E N T C O M P A N Y Using the Caliber infrastructure to launch public investment products

 
Our Interests Are Aligned – Insiders Own ~50% Of Our Stock 16T H E W E A L T H D E V E L O P M E N T C O M P A N Y The people who built Caliber, still manage Caliber Chris Loeffler CHIEF EXECUTIVE OFFICER Jennifer Schrader PRESIDENT Jade Leung CHIEF FINANCIAL OFFICER Roy Bade CHIEF DEVELOPMENT OFFICER With a growing team of talented executives Ignacio Martinez CHIEF OPERATING OFFICER George Pace EVP FUNDRAISING Yaron Ashkenazi HEAD OF HOSPITALITY John Hartman CHIEF INVESTMENT OFFICER

 
Independent Board Committed to Strong Corporate Governance 17T H E W E A L T H D E V E L O P M E N T C O M P A N Y • Chris Loeffler – Chief Executive Officer & Co-Founder • Jennifer Schrader – President & Co-Founder • Dan Hansen – Lead Independent Director • William J. Gerber – Director • Michael Trzupek – Director • Lawrence X. Taylor – Director Commitment to Corporate Governance ✓ 5+ year history of public company reporting; Big 4 auditor ✓ Established Board Committees and Charters ✓ Commitment to sustainable business practices Public Company, Asset Management, Real Estate and Public Company Experience Our Directors

 
Recent Developments 18T H E W E A L T H D E V E L O P M E N T C O M P A N Y

 
Recent Developments – Summary Highlights 19T H E W E A L T H D E V E L O P M E N T C O M P A N Y April $12M Ridge Sale May SP10 Phase 1 Closed $7.7M Johnstown Sale $10M CHT Investment June Jordan Lofts Complete 96% Leased S-3 Effective July $4.6M Sale of Automated Self Storage October Pure Pickleball ($34M offering) QOZ Merger Program ($14M merger) CHT – Satori Rollup ($120M in assets)

 
https://www.caliberco.com/ CaliberCos NASDAQ: CWD Contacts: Jade Leung, CFO Jade.Leung@CaliberCo.com Lisa Fortuna, Investor Relations, Financial Profiles lfortuna@finprofiles.com

 
v3.24.3
Cover
Oct. 23, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Oct. 30, 2024
Entity Registrant Name CALIBERCOS INC.
Entity Incorporation, State or Country Code DE
Entity File Number 001-41703
Entity Tax Identification Number 47-2426901
Entity Address, Address Line One 8901 E. Mountain View Rd.
Entity Address, Address Line Two Ste. 150
Entity Address, City or Town Scottsdale
Entity Address, State or Province AZ
Entity Address, Postal Zip Code (Zip Code)
City Area Code 480
Local Phone Number 295-7600
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Class A Common Stock, par value $0.001
Trading Symbol CWD
Security Exchange Name NASDAQ
Entity Emerging Growth Company true
Entity Ex Transition Period false
Amendment Flag false
Entity Central Index Key 0001627282
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