In the preferred stock component, Caliber entered into a securities purchase agreement on September 11, 2025 with Mast Hill Fund, L.P., an institutional investor, for the sale of 15,868 shares of newly designated Series B Preferred Stock at a purchase price of $1,000 per share, generating gross proceeds of $15,868,000. The Series B Preferred Stock is convertible at the holder's option into Class A common stock at a conversion price of $250.00 per share, carries no dividend or interest payments, and has no voting rights except as required by law. In liquidation, the Series B ranks senior to Caliber's Class A and Class B common stock, junior to the company's Series A and Series AA Preferred Stock, and pari passu with other preferred stock of substantially similar rights and preferences. Because the preferred shares were sold directly to a single institutional investor in reliance on the Section 4(a)(2) exemption rather than registered and offered to the public, this component is an unregistered private placement rather than an underwritten public offering, and no underwriters or bookrunners are identified in connection with it.
In the ATM component, Caliber entered into an At-The-Market Offering Agreement on September 17, 2025 with R.F. Lafferty & Co., Inc. and The Benchmark Company, LLC as exclusive sales agents, under which the company may sell up to an aggregate of $10,333,203 of Class A common stock from time to time, drawing on its existing $50 million shelf registration statement (Form S-3, effective June 25, 2024). Per the September 17, 2025 prospectus supplement (Form 424B5), the sales agents are entitled to a commission of up to 3.0% of the gross sales price per share sold, are deemed statutory underwriters for purposes of the Securities Act, and Caliber agreed to indemnify them against certain liabilities. The prospectus supplement notes that the last reported sale price of CWD common stock on Nasdaq on September 15, 2025 (the trading day before the agreement date) was $7.45 per share; because sales under an ATM program are made at prevailing market prices rather than at a single negotiated offering price, no fixed offering price or premium/discount to that reference price is disclosed. The press release states that Lafferty & Co. is serving as lead sales agent with Benchmark Company acting as co-manager, slightly refining the 'co-lead' characterization in earlier disclosure.
Caliber stated in the prospectus supplement that it intends to use the majority of net proceeds from the ATM program for the acquisition of digital assets, starting with Chainlink (LINK) tokens, as part of its newly launched Digital Asset Treasury strategy, with the balance allocated to working capital and general corporate purposes for its core real estate operating business. No specific use-of-proceeds breakdown was disclosed for the Series B Preferred Stock proceeds beyond the general description of strengthening the balance sheet and funding the company's strategy.
The company's Form 10-Q for the quarter ended September 30, 2025, filed November 13, 2025, discloses that during the three months ended September 30, 2025 Caliber issued 886,437 shares of Class A common stock under its ATM program for net proceeds of $5.9 million. No over-allotment or greenshoe option is disclosed in connection with either the preferred stock sale or the ATM program; ATM programs of this type do not typically include a greenshoe. No closing 8-K, settlement confirmation, or cumulative total of shares/dollars sold under the full $10,333,203 ATM capacity beyond the Q3 figure has been identified, and the overall dilution impact as a percentage of total shares outstanding is not disclosed in the filings reviewed.