{"schema_version":"secwatch.filing_event.v1","accession":"0001104659-25-090624","form_type":"8-K","ticker":"CWD","cik":"0001627282","company_name":"CaliberCos Inc.","filed_at":"2025-09-17T23:59:59+00:00","discovered_at":"2026-05-14T18:02:44.516376+00:00","generated_at":"2026-05-17T06:22:18.089896+00:00","sec_items":["1.01","2.03","3.02","5.03","7.01","9.01"],"event_type":"other_material","sentiment":"positive","materiality_score":0.7,"calibrated_materiality_score":0.7,"confidence":"high","headline":"Caliber sells $15.9M perpetual convertible preferred, activates $10.3M ATM for LINK treasury","bullets":["Sold 15,868 Series B Preferred shares at $1,000 each for $15.9M gross proceeds; converts to common at $250/share.","Preferred stock pays no dividends, no voting rights; ranks senior to common but junior to Series A and AA Preferred.","Activated $10.3M ATM equity program under existing $50M shelf; proceeds to support Chainlink (LINK) token accumulation.","Lafferty & Co. lead agent, Benchmark co-manager; sales at prevailing market prices up to $10.3M.","CEO cites perpetual preferred terms as reflecting confidence in LINK treasury strategy; company first Nasdaq-listed to adopt LINK treasury."],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-25-090624","json":"https://secwatch.observer/filing/0001104659-25-090624.json","markdown":"https://secwatch.observer/filing/0001104659-25-090624.md","text":"https://secwatch.observer/filing/0001104659-25-090624.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1627282/000110465925090624/0001104659-25-090624-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1627282/000110465925090624/tm2526187d1_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-17T06:22:18.089896+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"8f770ef728556c79550e6ad847400d88c5443c0c","claim":"CaliberCos Inc. issued up to an aggregate of $10,333,203 of shares of the Company’s Class A common stock of common stock to R.F. Lafferty & Co., Inc. and The Benchmark Company, LLC for commissions in cash at a rate of up to 3.0%.","evidence_excerpt":"On September 17, 2025, the Company entered into an At-The-Market Offering Agreement (the “Sales Agreement”) with R.F. Lafferty & Co., Inc. and The Benchmark Company, LLC (together, the “Managers”) to create an at-the-market equity program under which it may sell up to an aggregate of $10,333,203 of shares of the Company’s Class A common stock, par value $0.001 per share (the “Shares”), from time to time through the Managers, as sales agents, subject to any applicable limits when using Form S-3 (the “ATM Offering”).","evidence_source":"SEC 8-K Item 3.02/3.03","evidence_url":"https://www.sec.gov/Archives/edgar/data/1627282/000110465925090624/0001104659-25-090624-index.htm","confidence":0.95,"family_label":"Equity Issuances","details":[{"label":"Security","value":"common stock"},{"label":"Shares","value":"up to an aggregate of $10,333,203 of shares of the Company’s Class A common stock"},{"label":"Purchaser","value":"R.F. Lafferty & Co., Inc. and The Benchmark Company, LLC"},{"label":"Consideration","value":"commissions in cash at a rate of up to 3.0%"}],"fact_type":"equity_issuance"},{"claim_id":"d7167ef7de5ef396d7fca8c86b3273aa73927145","claim":"CaliberCos Inc. issued 15,868 shares of Series B Preferred Stock of preferred stock to Mast Hill Fund, L.P. for gross proceeds to the Company of $15,868,000.","evidence_excerpt":"On September 11, 2025, CaliberCos Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with Mast Hill Fund, L.P. (the “Investor”) as the purchaser, pursuant to which the Company issued the Investor 15,868 shares of Series B Preferred Stock at a per share purchase price of $1,000 for gross proceeds to the Company of $15,868,000.","evidence_source":"SEC 8-K Item 3.02/3.03","evidence_url":"https://www.sec.gov/Archives/edgar/data/1627282/000110465925090624/0001104659-25-090624-index.htm","confidence":0.95,"family_label":"Equity Issuances","details":[{"label":"Security","value":"preferred stock"},{"label":"Shares","value":"15,868 shares of Series B Preferred Stock"},{"label":"Purchaser","value":"Mast Hill Fund, L.P."},{"label":"Consideration","value":"gross proceeds to the Company of $15,868,000"}],"fact_type":"equity_issuance"},{"claim_id":"5f99b4546604d2a1259b287e25d61eb7c40bf9e6","claim":"CaliberCos Inc.: Filed Series B Certificate of Designation to establish preferences, voting powers, limitations, and terms of Series B Preferred Stock (effective 2025-09-11).","evidence_excerpt":"On September 11, 2025, the Company filed the Series B Certificate of Designation with the Secretary of State of the State of Delaware to establish the preferences, voting powers, limitations as to dividends or other distributions, qualifications, terms and conditions of redemption and other terms and conditions of the Company’s Series B Preferred Stock.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1627282/000110465925090624/0001104659-25-090624-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2025-09-11"}],"fact_type":"governance_change"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}