CaliberCos Inc.

S-11 tm2512244d1_s1.htm FORM S-1

As filed with the Securities and Exchange Commission on April 14, 2025

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

CALIBERCOS INC.

(Exact name of Registrant as specified in its charter)

8901 E. Mountain View Rd. Ste 150, Scottsdale AZ 85258

(480) 295-7600

(Address including zip code, telephone number, including area code, of Registrant’s Principal Executive Offices)

John C. Loeffler, II

Chairman and Chief Executive Officer

8901 E. Mountain View Rd. Ste. 150

Scottsdale AZ 85258

(480) 295-7600

(Name, address including zip code, telephone number, including area code, of agent for service)

Copies To:

Thomas J. Poletti. Esq. ****

Veronica Lah, Esq. ****

Manatt, Phelps & Phillips LLP

**** 695 Town Center Drive, 14****th Floor

**** Costa Mesa, CA 92626 ****

(714) 371-2500

Approximate date of commencement of proposed sale to the public:As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act.¨

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the Securities and Exchange Commission declares our registration statement effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

CALIBERCOS INC.

69,467,779 Shares of Class A Common Stock

This prospectus relates to the offer and sale from time to time by the selling stockholders identified herein of up to 69,467,779 of our shares of Class A common stock, par value $0.001 (“Class A common stock”) of CaliberCos, Inc, a Delaware corporation (the “Company”).

On March 20, 2025, the Company entered into a securities purchase agreement (the “Mast Hill Purchase Agreement”) pursuant to which the Company issued to Mast Hill Fund, L.P. (“Mast Hill”) a senior secured promissory note (the “Mast Hill Note” and the up to 16,666,667 of Class A common stock issuable upon conversion of the Mast Hill Note, the “Mast Hill Note Shares”), warrants to purchase 200,000 shares of Class A common stock (the “Mast Hill Warrants” and such shares underlying the Mast Hill Warrants, the “Mast Hill Warrant Shares”) and 200,000 shares of Class A common stock (the “Mast Hill Commitment Shares”). The transactions contemplated by the Mast Hill Purchase Agreement are referred to as the “Note Financing”. In addition, on March 20, 2025, the Company entered into a purchase agreement, which was amended on April 14, 2025 (as amended, the “Equity Purchase Agreement”) with Mast Hill pursuant to which the Company may issue, from time to time, up to $25 million of Class A common stock to Mast Hill (the “ELOC Shares” and such financing, the “ELOC Financing”). In connection with the ELOC Financing, the Company issued to Mast Hill a warrant to purchase up to 200,000 shares of Class A common stock (the “ELOC Warrant,” and such shares of Class A common stock underlying the ELOC Warrant, the “ELOC Warrant Shares”). We may receive gross proceeds of up to $25 million from the sale of Class A common stock to Mast Hill under the Equity Purchase Agreement, from time to time, in our discretion after the date of the registration statement of which this prospectus is a part is declared effective and after satisfaction of other conditions in the Equity Purchase Agreement. The actual amount of proceeds we receive pursuant to each Put Notice (each, the “Put Amount”) is determined by multiplying the Put Amount requested by the applicable purchase price. The purchase price for each of the Put Shares equals the lesser of (i) 97% of the “Market Price” or (ii) 102% of the Market Alternative Price. Market Price is the lowest volume weighted average prices of the Company’s shares of Class A common stock on its principal market on any trading day during the Valuation Period. The Valuation Period the period beginning on the date the Put Notice is delivered through the date that is two (2) Trading Days immediately following the date on which Mast Hill receives the Put Shares in its brokerage account. Mast Hill may sell the shares they receive immediately after receipt of such shares, which may be prior to final determination of the purchase price for such shares and could cause the price of our shares of Class A common stock to decrease. If the price of our shares of Class A common stock declines, then Mast Hill may pay a lower purchase price for such shares. Craft Capital Management LLC (the “Placement Agent”) will earn a cash fee of 5% of any cash draws under the Equity Purchase Agreement which fee will be deducted from purchase price paid by Mast Hill for each draw under the Equity Purchase Agreement.

The Mast Hill Note had an initial conversion price of $0.65 per share of Class A common stock, the Mast Hill Warrants had an initial exercise price of $0.75 per share of Class A common stock, and the ELOC Warrant had an initial exercise price of $1.50. The conversion price of the Mast Hill Note and the exercise prices of the Mast Hill Warrants and ELOC Warrant are subject to adjustment. See “Description of Note Financing” and “Description of ELOC Financing”.

In accordance with the registration agreements entered into with Mast Hill in connection with the Note Financing and the ELOC Financing, we are registering for resale up to 17,066,667 shares of Class A common stock representing the Mast Hill Note Shares, the Mast Hill Warrant Shares, and the Mast Hill Commitment Shares, and up to 50,200,000 shares of Class A common stock representing the ELOC Shares that have been or may be issued to Mast Hill pursuant the ELOC Financing and the ELOC Warrant Shares. The above numbers assume full conversion of the Mast Hill Note at the floor price of $0.10, full exercise of the Mast Hill Warrants at the exercise price of $0.75, issuance of the ELOC Shares at the floor price of $0.10 and full exercise of the ELOC Warrant at the exercise price of $1.50. There is no guarantee that (i) the Mast Hill Note will be converted into shares of Class A common stock, or (ii) that the Mast Hill Warrants or ELOC Warrant will be exercised for shares of Class A common stock, or (iii) that the ELOC shares will be issued.

We are also registering for resale the sum of (i)1,466,923 shares of Class A common stock underlying warrants issued to several selling stockholders in connection with the Note Exchange (as defined below) (such warrants “Exchange Warrants” and the shares of Class A common stock underlying the Exchange Warrants, the “Exchange Warrant Shares”), (ii) 146,689 shares of Class A common stock issued to several selling stockholders in connection with the Note Exchange (the “Exchange Commitment Shares”) and (iii) 587,500 shares of Class A common stock underlying warrants issued to several selling stockholders in connection with the Preferred Financing (as defined below) (the “Series A Warrants” and such shares of Class A common stock underlying the Series A Warrants, the “Series A Warrant Shares”). The Mast Hill Warrants, the ELOC Warrants, the Exchange Warrants, and the Series A Warrants are referred to as the “Warrants” and the Mast Hill Warrant Shares, the ELOC Warrant Shares, the Exchange Warrant Shares and the Series A Warrant Shares are referred to as the “Warrant Shares”. The Mast Hill Note Shares, the Mast Hill Commitment Shares, the ELOC Shares, the Exchange Commitment Shares, and the Warrant Shares are referred to collectively as the “Securities”.

The Exchange Warrants had an initial exercise price of $1 per share of Class A common stock, and the Series A Warrants had initial exercise prices of $0.61368 and $1. The exercise prices of the Exchange Warrants and the Series A Warrants are subject to adjustment. See “Description of Note Exchange” and “Description of Preferred Financing”. The above numbers assume full exercise of the Exchange Warrants and the Series A Warrants at their respective exercise prices specified above. There is no guarantee that the Exchange Warrants or Series A Warrants will be exercised for shares of Class A common stock.

See the sections titled “Description of Note Financing,” for a description of the Note Financing, “Description of ELOC Transaction” for a description of the ELOC Financing, “Description of Note Exchange” for a description of the Note Exchange, “Description of Preferred Financing” for a description of the Preferred Financing, and the section titled “Selling Stockholders” for additional information regarding Mast Hill and the other Selling Stockholders.

The Selling Stockholders may offer our shares of Class A common stock from time to time in a number of different methods and at varying prices. For more information on possible methods of offer and sale by the Selling Stockholders, please see the section entitled “Plan of Distribution” beginning on page 33 of this prospectus. Our stockholders may experience significant dilution as a result of our issuance of shares of Class A common stock pursuant to the Securities (see “Risk Factors” for more information). We will not receive any proceeds from the sale of shares of Class A common stock by the Selling Stockholders of the Securities, although we will receive the exercise price of any Warrants not exercised by the Selling Stockholders on a cashless exercise basis. We may receive up to $25,000,000 in aggregate gross proceeds from sales of ELOC Shares to Mast Hill that we may, in our discretion, elect to make, from time to time after the date of this prospectus, pursuant to the Equity Purchase Agreement. Any proceeds received by us from the exercise of the Warrants or the sale of the ELOC Shares will be used for general corporate purposes. See section titled “Use of Proceeds” for more information. We will bear all fees and expenses incident to our obligation to register the offer and sale of the shares of Class A common stock.

With respect to the ELOC Financing, Mast Hill is an underwriter within the meaning of the Securities Act of 1933, and any broker-dealers or agents that are involved in selling the ELOC Shares may be deemed to be “underwriters” within the meaning of the Securities Act of 1933 in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the ELOC Shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act of 1933.

Assuming approval by the Company's stockholders, the Company anticipates effecting a reverse split ratio at a ratio in the range between 1:5 to 1:20, inclusive (the "Reverse Split"). The Reverse Split and any future recapitalization, stock split, reverse stock split, reorganization, split-up, spin-off, exchange of Class A common stock, repurchase or other change in the corporate structure of the Company affecting the Class A common stock will proportionately adjust the shares of Class A common stock underlying the Mast Hill Note, the Equity Purchase Agreement, and the Warrants as well as the conversion, purchase, exercise and floor prices of such securities.

Our shares of Class A common stock are listed for trading on the Nasdaq Capital Market (“Nasdaq”), under the symbol “CWD”. On April 9, 2025, the closing sale price of our shares of Class A common stock as reported by Nasdaq was $0.5292.

We are an “emerging growth company” under applicable Securities and Exchange Commission rules, and will be subject to reduced public company reporting requirements for this prospectus and future filings. We are a “smaller reporting company” as defined under the federal securities laws and, as such, are eligible for reduced public company reporting requirements for this prospectus and future filings. You should rely only on the information contained herein or incorporated by reference in this prospectus. Neither we nor any Selling Stockholders have authorized any other person to provide you with different information.

Our business and an investment in our shares of Class A common stock involve significant risks. These risks are described under the caption “Risk Factors” beginning on page 7 of this prospectus and in the documents incorporated by reference into this prospectus.

Neither the Securities and Exchange Commission in the United States nor any other regulatory body has approved or disapproved of these common shares or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

Prospectus dated , 2025

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