Business Context and Reporting Period
CaliberCos Inc. (CWD), an emerging growth company incorporated in Delaware, filed this Form 8-K on August 21, 2026. The report addresses a regulatory notice received from the Nasdaq Stock Market LLC regarding the continued listing of its Class A Common Stock.
Key Financial Metrics
This filing does not provide specific financial data such as revenue, profit, cash flow, margins, debt, or liquidity. The report focuses exclusively on the stock's bid price performance relative to exchange listing requirements.
Material Changes
- Non-Compliance Notification: The Company received notice that its Class A common stock closed below $1.00 per share for 33 consecutive business days.
- Regulatory Status: The Company is currently non-compliant with Nasdaq Listing Rule 5550(a)(2) (Minimum Bid Requirement).
- Grace Period: Nasdaq has granted a 180-calendar day grace period ending February 17, 2027, to regain compliance.
Outlook, Risks, and Management Commentary
Management intends to closely monitor the closing bid price and consider all available options to remedy the deficiency. To regain compliance, the stock must close at or above $1.00 per share for a minimum of ten consecutive business days during the grace period.
Risks and Contingencies:
- If compliance is not achieved by February 17, 2027, the Company may be eligible for a second 180-day period if it meets initial listing criteria and intends to effect a reverse stock split.
- If the Company is not eligible for a second grace period, the stock may be subject to delisting.
- In the event of delisting, the stock is expected to trade on the OTC Markets Group.
- There is no assurance that the Company will successfully maintain its Nasdaq listing.
Investor Verification Checklist
- Verify the current closing bid price of CaliberCos Inc. (CWD) to assess progress toward the $1.00 threshold.
- Monitor for any announcements regarding a potential reverse stock split to cure the deficiency.
- Check for any subsequent filings indicating a hearing request before the Nasdaq Hearings Panel if the first grace period expires without compliance.
- Review the Company's market value of publicly held shares to determine eligibility for a second compliance period.