December 20, 2019
Via E-mail
John C. Loeffler, II
Chief Executive Officer and Chairman of the Board
CaliberCos Inc.
8901 E. Mountain View Road
Suite 150
Scottsdale, AZ 85258
Re: CaliberCos Inc.
Amendment No. 3 to Offering Statement on Form 1-A
Filed December 5, 2019
File No. 024-11016
Dear Mr. Loeffler:
We have reviewed your amended offering statement and have the following
comments.
In some of our comments, we may ask you to provide us with information so we
may better
understand your disclosure.
Please respond to this letter by amending your offering statement and
providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.
After reviewing any amendment to your offering statement and the
information you
provide in response to these comments, we may have additional comments. Unless
we note
otherwise, our references to prior comments are to comments in our October 15,
2019 letter.
We will consider qualifying your offering statement at your request. If
a participant in
your offering is required to clear its compensation arrangements with FINRA,
please have
FINRA advise us that it has no objections to the compensation arrangements
prior to
qualification.
Cover Page
1. You now seek to qualify Class B preferred shares that are convertible at
any time into
Class A common stock. Please revise the offering circular to also
qualify the underlying
common stock. Refer to the Note to Rule 251(a).
John C. Loeffler, II
CaliberCos Inc.
December 20, 2019
Page 2
Prospectus Summary
Securities outstanding prior to this Offering Circular, page 6
2. Please revise to quantify the number of securities outstanding as of the
most recent date
practicable. Please similarly revise the table of security ownership by
management and
certain stockholders. See Item 403 of Regulation S-K.
Risk Factors
Insiders will exercise significant control over our company, page 18
3. Please revise to quantify the extent of voting control, assuming the
company redeems
shares held by your management team and a significant beneficial holder,
as
contemplated by your plan of distribution.
An investment in our shares of Series B Preferred Stock is a speculative
investment, page 19
4. Please expand to describe the limited rights, preferences, and
privileges applicable to the
Series B Preferred Stock. In this regard, please highlight that the
Company may alter the
rights, powers or privileges of the Series B Preferred Stock, or Bylaws
in a way that
adversely affects the Series B Preferred Stock, without the written
consent or affirmative
vote of a majority of the Series B Preferred Stockholders voting
separately as a single
class, at any time when less than 25% of the initially issued Series B
Preferred Stock
remains outstanding. Please also clarify when you will determine the
amount initially
issued since the offering will be conducted on a continuous basis.
Use of Proceeds, page 23
5. We note your disclosure that you will purchase Class A common stock from
your
affiliates after you raise $5 million and until you have raised $25
million. Further, we
note that you intend to allocate 20% of the gross proceeds for this
purpose, which
amounts to $4 million. You indicate, however, that you intend to spend
$7.7 million in
buying back these shares. Please revise your disclosure as appropriate
to address this
discrepancy. Additionally, we note disclosure on the cover page and in
the summary
indicating that you will use a substantial portion of the $20 million to
purchase these
shares. Please revise to quantify the dollar amount of offering proceeds
that will be used
to repurchase these shares.
John C. Loeffler, II
CaliberCos Inc.
December 20, 2019
Page 3
Security Ownership of Management and Certain Stockholders, page 65
6. Footnote 1 indicates that the table does not give effect to the
conversion of certain
securities or the exercise of warrants or options. Please revise the
table to comply with
Item 403(a) of Regulation S-K. In this regard, the table should include
the number of
shares beneficially owned, determined in accordance with Exchange Act
Rule 13d-
3(d)(1). Of the number of shares identified in the table, you may
indicate by footnote the
amount of shares the listed beneficial owner has the right to acquire.
Additionally, please
specify the number of class A shares that will be purchased from each
individual and the
number that each individual will hold after the purchase of these
shares.
Interest of Management and Others in Certain Transactions, page 67
7. Please revise to specify the price per share you will pay to redeem
shares from affiliates,
how that price was determined, and the total amount each individual will
receive if you
raise $25 million.
Plan of Distribution, page 78
8. We note that the company's placement agent will use an online platform,
provided by an
affiliate, to allow for the sales of securities in this offering and the
affiliate will charge
investors a transaction fee of 2% of the amount invested, up to $300 at
the time an
investor subscribes for shares. Please provide us with your analysis as
to why this fee
should not be included as part of the offering price of the securities.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff. We also remind you that, following qualification of your
Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a
Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered
by the report.
John C. Loeffler, II
CaliberCos Inc.
December 20, 2019
Page 4
You may contact Kristi Marrone at (202)551-3429 or Kevin Woody at
(202)551-3629 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Stacie Gorman at (202)551-3585 or me at (202)551-3215 with any other
questions.
Sincerely,
/s/ Kim McManus
Kim McManus
Senior Counsel
Office of Real Estate
and
Commodities
cc: Thomas Poletti, Esq. (via e-mail)