Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): July 12, 2023

Harbor Custom Development, Inc.

(Exact name of registrant as specified in its charter)

Washington

001-39266

46-4827436

(State or other jurisdiction of

incorporation)

(Commission File Number)

(IRS Employer Identification Number)

1201 Pacific Avenue, Suite 1200

Tacoma, WA 98402

(Address of principal executive offices and zip code)

Registrant's telephone number, including area code (253) 649-0636

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock	HCDI	The Nasdaq Stock Market LLC
8.0 % Series A Cumulative Convertible Preferred Stock	HCDIP	The Nasdaq Stock Market LLC
Warrants	HCDIW	The Nasdaq Stock Market LLC
Warrants	HCDIZ	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

Appointment of Interim Chief Executive Officer and President

Effective July 12, 2023, Jeffrey Habersetzer was appointed as Interim Chief Executive Officer and Interim President of Harbor Custom Development, Inc. (the “Company”) Also effective July 12, 2023, Mr. Habersetzer stepped down from his positions of General Counsel and Corporate Secretary in order to focus on his other roles. Mr. Habersetzer retains his position of Chief Operating Officer.

Appointment of Chief Accounting Officer

Effective July 12, 2023, Yoshi Niino was appointed as Chief Accounting Officer of the Company and assumed the duties of the Company’s principal financial officer and principal accounting officer.

Appointment of Corporate Secretary

Effective July 12, 2023, James Burton was appointed as the Corporate Secretary of the Company. Mr. Burton joined the Company in 2022 and currently serves as the Company’s Corporate Counsel. Mr. Burton received his J.D. from Lewis & Clark Law School and B.A. in English Literature from State University of New York College at Postdam.

There is no family relationship between Mr. Burton and any of our other officers and directors. There are no understandings or arrangements between Mr. Burton and any other person pursuant to which Mr. Burton was appointed as Corporate Secretary.

Item 5.07 Submission of Matters to a Vote of Security Holders.

Results of 2023 Annual Shareholder Meeting

At the Annual Meeting, the stockholders of the Company elected the Company’s Board of Directors (“Board”) and voted “FOR” the two additional Board proposals contained within the Company’s Proxy Statement, dated May 30, 2023.

The Board nominees were elected to hold office until the next annual meeting of stockholders or until their respective successors are elected and qualified with the following votes:


Nominee	For	Withhold
Karen Bryant	179,072.00	5,748.00
D. David Chandler	179,072.00	5,748.00
Chris Corr	179,072.00	5,748.00
Larry Swets	172,117.00	12,703.00
Wally Walker	176,782.00	8,038.00
Dennis Wong	179,013.00	5,807.00

The stockholders voted on the following proposals and cast their votes as described below:

Proposal

For

Against

Abstain

To ratify the appointment of Rosenberg Rich Baker Berman, P.A. as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2023.

304,356.00

320.00

658.00

Proposal

For

Against

Abstain

To approve, on a non-binding advisory basis, the compensation of the Company’s our named executive officers, during the fiscal year ended December 31, 2022.

174,337.00

10,394.00

89.00

Item 8.01 Other Events

On July 13, 2023, the Company issued a press release announcing Mr. Habersetzer’s appointment. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference herein.

Item 9.01 - Financial Statements and Exhibit

(d) Exhibits.

The following exhibits are filed with this Current Report on Form 8-K:


Exhibit Number						Description
99.1						Press Release of Harbor Custom Development, Inc., dated July 13, 2023
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Harbor Custom Development, Inc.

Date:

July 17, 2023

By:

/s/ Jeff Habersetzer

Name:

Jeff Habersetzer

Title:

Interim Chief Executive Officer, Interim President, and Chief Operating Officer

Harbor Custom Development, Inc., Announces Interim CEO at the Annual Meeting of Shareholders

TACOMA, Wash., July 13, 2023, (GLOBENEWSWIRE) -- Harbor Custom Development, Inc. (Nasdaq: HCDI, HCDIP, HCDIW, HCDIZ) (“Harbor,” “Harbor Custom Homes®,”or the “Company”), a real estate company involved in all aspects of the land development cycle, announced Jeff Habersetzer as the Company’s Interim Chief Executive Officer and Interim President at the annual meeting of shareholders held on Wednesday, July 12, 2023, effective immediately.

Mr. Habersetzer, who has served as Harbor’s Chief Operating Officer, General Counsel, and Corporate Secretary, has been with the Company since 2019 and has played an integral role in the growth and success of the Company. Mr. Habersetzer has an extensive background in the real estate industry and previously owned a legal practice specializing in real estate and corporate law.

The founder and former Chief Executive Officer of Harbor, Sterling Griffin, began the meeting by announcing his retirement. He expressed gratitude for the opportunity to lead Harbor for the past nine years and expressed confidence in Mr. Habersetzer’s leadership, “I am confident in Interim CEO Jeff Habersetzer’s ability to manage this transition successfully. His determination and strategic vision for Harbor’s future will provide the Company with a solid platform for prosperity focused on enhancing shareholder value.”

“I am honored to serve as Harbor's Interim CEO and Interim President. My main objective is to ensure the long-term stability of the HCDI brand. I am confident we can achieve our objectives and increase shareholder value by pursuing our strong business model, maximizing our portfolio, and continuing our ongoing efforts to improve efficiency,” stated Jeff Habersetzer, Interim Chief Executive Officer and Interim President of Harbor Custom Development, Inc.

During the meeting, shareholders re-elected five current directors and appointed D. David Chandler to fill the vacancy on the Board of Directors, effective immediately. Mr. Chandler is an independent director in accordance with the applicable rules of the Nasdaq stock exchange. Mr. Chandler is a senior financial executive with more than 35 years in finance, strategic planning and business management, mergers & acquisitions, investor relations, and accounting experience.

“We are delighted to announce Jeff as the Interim CEO. The board has full confidence in his abilities and expects him to excel in this role. Additionally, we extend a warm welcome to David, our newest board member. With his extensive experience and independent perspective, we are optimistic about the future of Harbor,” stated Karen Bryant, Lead Independent Director of Harbor’s Board of Directors.

The shareholders approved the ratification of the appointment of Rosenberg Rich Baker Berman, P.A. as the Company’s independent registered public accounting firm for the year ending 2023, and the shareholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers during the fiscal year ended 2022.

About Harbor Custom Development, Inc.

Harbor Custom Development, Inc. is a real estate development company involved in all aspects of the land development cycle, including land acquisition, entitlements, construction of project infrastructure, home and apartment building, marketing, and sales of various residential projects in Western Washington's Puget Sound region; Sacramento, California; Austin, Texas; and Punta Gorda, Florida. As a land developer and builder of apartments and single-family luxury homes, Harbor Custom Development's business strategy is to acquire and develop land strategically based on an understanding of population growth patterns, entitlement restrictions, infrastructure development, and geo-economic forces. Harbor focuses on acquiring land with scenic views or convenient access to freeways and public transportation to develop and sell residential lots, new home communities, and multi-story apartment properties within a 20 to 60-minute commute of the nation's fastest-growing metro employment corridors.

Forward-Looking Statements

Certain statements in this press release constitute "forward-looking statements" within the meaning of the federal securities laws. Words such as "may," "might," "should," "believe," "expect," "anticipate," "estimate," "continue," "predict," "forecast," "project," "plan," "intend" or similar expressions, or statements regarding intent, belief, or current expectations, are forward-looking statements. These forward-looking statements are based upon current estimates and assumptions. While the Company believes these forward-looking statements are reasonable, undue reliance should not be placed on any such forward-looking statements, which are based on information available to us on the date of this release. These forward-looking statements are subject to various risks and uncertainties, including, without limitation, those set forth in the Company's filings with the Securities and Exchange Commission. Thus, actual results could be materially different. The Company expressly disclaims any obligation to update or alter statements, whether as a result of new information, future events, or otherwise, except as required by law.

Investor Relations

Hanover International

IR@harborcustomdev.com

866-744-0974

Jeff Habersetzer was announced as Interim CEO and Interim President, effective immediately.

Cover	Jul. 12, 2023
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Jul. 12, 2023
Entity Registrant Name	Harbor Custom Development, Inc.
Entity Incorporation, State or Country Code	WA
Entity File Number	001-39266
Entity Tax Identification Number	46-4827436
Entity Address, Address Line One	1201 Pacific Avenue
Entity Address, Address Line Two	Suite 1200
Entity Address, City or Town	Tacoma
Entity Address, State or Province	WA
Entity Address, Postal Zip Code	98402
City Area Code	253
Local Phone Number	649-0636
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Central Index Key	0001784567
Amendment Flag	false
Common Stock
Document Information [Line Items]
Title of 12(b) Security	Common Stock
Trading Symbol	HCDI
Security Exchange Name	NASDAQ
8.0% Series A Cumulative Convertible Preferred Stock
Document Information [Line Items]
Title of 12(b) Security	8.0 % Series A Cumulative Convertible Preferred Stock
Trading Symbol	HCDIP
Security Exchange Name	NASDAQ
Warrant
Document Information [Line Items]
Title of 12(b) Security	Warrants
Trading Symbol	HCDIW
Security Exchange Name	NASDAQ
Warrant One
Document Information [Line Items]
Title of 12(b) Security	Warrants
Trading Symbol	HCDIZ
Security Exchange Name	NASDAQ