CaliberCos美股招股说明书(2025-09-09版)

CALIBERCOS INC. 25,000 shares of ClassA Common Stock We are offering 25,000 shares of our ClassA Common Stock (the “Shares”) as partial compensation for entry into aConsulting Agreement. Our shares of ClassA Common Stock are currently traded on the NASDAQ Capital Market under the symbol “CWD.” OnSeptember8, 2025, the closing sale price of our shares of ClassA Common Stock was $2.15 per share. We are an “emerging growth company” and a “smaller reporting company”, each as defined in the federal securities laws andwill be subject to reduced public company reporting requirements. In addition, John C. Loeffler,II, our Chief Executive Officer, andJennifer Schrader, our President, through ownership of all our outstanding shares of ClassB Common Stock, control a majority of thevoting power of our outstanding common stock. As a result, we are a “controlled company” within the meaning of the Nasdaq listingrulesand qualify for exemptions from certain corporate governance requirements. As of September 8, 2025, the aggregate market value of our outstanding common stock held by non-affiliates, or the publicfloat, was approximately $8,036,384.80, which was calculated based on 1,801,880 shares of our outstanding common stock held bynon-affiliates at a price of $4.46 per share, the closing price of our common stock on August28, 2025. Pursuant to General InstructionI.B.6 of FormS-3, in no event will we sell shares pursuant to this prospectus supplement with a value of more than one-third of theaggregate market value of our common stock held by non-affiliates in any 12-month period, or $2,678,794.93. As of the date of thisprospectus supplement, we have sold approximately $900,000 of securities pursuant to General Instruction I.B.6 of FormS-3 duringthe 12 calendar months prior to, and including, the date of this prospectus supplement, and are therefore eligible to sell up to anadditional $1,778,794.93 of our securities pursuant to General Instruction I.B.6 of FormS-3. Pursuant to General Instruction I.B.6 ofFormS-3, in no event will we sell securities registered on this registration statement in a public primary offering with a valueexceeding more than one-third of the aggregate market value of our voting and non-voting common equity held by non-affiliates inany 12-month period so long as our public float remains below $75 million. We may amend or supplement this prospectus supplement from time to time by filing amendments or supplements asrequired. You should read the entire prospectus supplement and any amendments or supplements carefully before you make yourinvestment decision. Investing in these securities involves certain risks. See the risk factors incorporated by reference into this prospectussupplement and accompanying base prospectus for a discussion of the factors you should carefully consider before deciding topurchase these securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus supplement or accompanying base prospectus is truthful or complete. Anyrepresentation to the contrary is a criminal offense. We expect that delivery of the shares of ClassA Common Stock being offered pursuant to this prospectus supplement and theaccompanying prospectus will be made promptly after the date hereof. The date of this prospectus supplement is September 9, 2025 THE OFFERING There will be no proceeds from this offering. The Shares are offered as partialcompensation for entering into a Consulting Agreement. Use of proceeds: ClearTrust, LLC Transfer agent and registrar: Investing in our securities involves a high degree of risk. For a discussion offactors, you should consider carefully before deciding to invest in our shares ofClassA Common Stock, see the information contained in or incorporated byreference under the heading “Risk Factors” on page6 of the accompanyingprospectus, and in the other documents incorporated by reference into thisprospectus supplement. Risk factors: NASDAQ Capital Market Symbol: CWD Except as otherwise indicated, all information in this prospectus supplement is based on 2,168,310 shares of ClassA Common Stockand 370,822 shares of ClassB Common Stock issued and outstanding as of August26, 2025 and excludes as of that date: ·263 shares of ClassA Common Stock underlying the SeriesA Convertible Preferred Stock;·135,440 shares of ClassA Common Stock issuable upon exercise of options to purchase ClassA common stock;·241,060 shares of ClassA Common Stock issuable upon vesting of restricted stock units (“RSUs”);·129,432 shares of ClassA Common Stock issuable upon exercise of outstanding warrants;·134,284 shares of ClassA Common Stock issuable upon conversion of outstanding convertible debt securities;·Shares of ClassA Common Stock issuable pursuant to a $25 million Equity Purchase Agreement;o120,000 Rights to acquire up to 6,000 shares of our ClassA common stock (see “Descript