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): September 18, 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

On September 18, 2023, Wally Walker, a member of the Board of Directors (the “Board”) of Harbor Custom Development, Inc. (the “Company”) notified the Board of his intention to resign from the Board and as a member of the Audit and Compensation Committees of the Board, effective September 18, 2023. Mr. Walker accepted a position with the University of Virginia as the Deputy Athletics Director and will be relocating to Virginia.

Mr. Walker’s departure from the Board was not the result of any disagreement with the Company's management and the Board regarding any matter related to the Company's operations, policies, or practices.

As a result of Mr. Walker's resignation, the Board of Directors will immediately begin a search for an additional Board and Audit Committee member.

On September 22, 2023, the Company issued a press release announcing the resignation of Mr. Walker, a copy of which is attached as Exhibit 99.1 to this Current Report.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On September 22, 2023, the Company received a notice (the “Notice”) from The Nasdaq Stock Market LLC (the “Nasdaq”) stating that, as a result of Mr. Walker’s resignation from the Board and the Audit Committee of the Board, the Company is no longer in compliance with Nasdaq Listing Rule 5605.

The Notice indicates that, consistent with Nasdaq Listing Rule 5605(c)(4), Nasdaq will provide the Company a cure period in order to regain compliance until the earlier of the Company’s next annual meeting of stockholders (assuming the meeting is held before March 18, 2024) or September 18, 2024. In the event the Company does not regain compliance prior to the expiration of the applicable cure period, the Nasdaq Listing Rules require the Nasdaq’s Staff to provide written notification to the Company that its securities will be delisted. At that time, the Company may appeal the delisting determination to a Hearings Panel.

The Notice has no immediate effect on the Company’s Nasdaq listing and its common stock will continue to be listed under the symbol “HCDI.”

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 September 22, 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:

September 22, 2023

By:

/s/ Jeff Habersetzer

Name:

Jeff Habersetzer

Title:

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

Harbor Custom Development, Inc., Announces Board of Directors’ Resignation

TACOMA, Wash., September 22, 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, today announced Wally Walker has accepted a position with the University of Virginia as the Deputy Athletics Director and will be relocating to Virginia. As a result, Mr. Walker will be stepping down from his role on the Company’s Board of Directors effective immediately. Mr. Walker has been an independent director since October 2020.

“Wally’s contributions to the Board have been invaluable over the past three years. We are grateful for his support, commitment, and expertise to the Company during his time with us. We congratulate him on his new role and wish him the best of luck in his new adventure,” stated Jeff Habersetzer, Interim Chief Executive Officer of Harbor Custom Development, Inc.

Mr. Walker stated, “Working with Harbor and the Board for the past three years has been an honor. While I will miss serving Harbor and the Shareholders, I am excited about returning to my alma mater. I remain confident in the Company’s plan, and I wish Jeff and the rest of the team nothing but the best going forward.”

“On behalf of the Board, we express our gratitude for Wally’s leadership and contribution to the Company, and we wish him success with this exciting opportunity,” commented Karen Bryant, Lead Independent Director of Harbor’s Board of Directors.

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

IR@harborcustomdev.com

866-744-0974

Cover	Sep. 18, 2023
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Sep. 18, 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