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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): February 17, 2023
Harbor Custom Development, Inc.
(Exact name of registrant as specified in its charter)
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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):
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☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act: |
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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 5.07 Submission of Matters to a Vote of Security Holders
Special Meeting of Stockholders
On February 17, 2023, Harbor Custom Development, Inc., a Washington corporation (the “Company”), held a virtual Special Meeting of Stockholders (the “Special Meeting”). There were 14,376,691 shares of the Company’s common stock issued and outstanding and entitled to vote at the Special Meeting, of which 10,594,204 shares were present in person or represented by proxy, which represented 73.7% of the Company’s shares entitled to vote at the Special Meeting and therefore a quorum was present.
At the Special Meeting, the Company’s stockholders voted for a proposal to effect a reverse split of the Company’s issued and outstanding shares of common stock at a ratio of between 1-for-3 and 1-for-25 (the “Reverse Split”), such ratio to be selected at the sole discretion of the Board without further stockholder action. 8,860,873 shares voted in favor of The Reverse Split proposal, which represented 61.6% of the Company's shares entitled to vote at the Special Meeting. The Reverse Split proposal was approved.
The voting results were as follows:
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| Shares Voted | % of the Votes Cast |
| Votes For | 8,860,873 | | 83.64 | % |
| Votes Against | 1,658,737 | | 15.66 | % |
| Abstentions and Broker Non-Votes | 74,594 | | 0.70 | % |
For a more complete description of the proposal voted on, including information on the required vote and quorum for the Special Meeting, please refer to the Company’s Definitive Proxy Statement filed with the U.S. Securities and Exchange Commission on Schedule 14A on January 4, 2024.
A copy of the press release announcing the voting results is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The Company will provide an update at such time as the Board has approved the Reverse Split ratio and its effective date, if ever.
Item 9.01 - Financial Statements and Exhibit
(d) Exhibits.
The following exhibits are filed with this Current Report on Form 8-K:
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| Exhibit Number | | Description |
| 99.1 | | |
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.
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| | | | | | | | Harbor Custom Development, Inc. |
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| Date: | February 17, 2023 | | | | | | | By: | /s/ Jeff Habersetzer |
| | | | | | | | Name: | Jeff Habersetzer |
| | | | | | | | Title: | Chief Operating Officer, Secretary, and General Counsel |
Harbor Custom Development, Inc. Stockholders Authorize Reverse Stock Split at Special Meeting
TACOMA, Wash., February 17, 2023 (GLOBE NEWSWIRE) -- Harbor Custom Development, Inc. (Nasdaq: HCDI, HCDIP, HCDIW, HCDIZ) (“Harbor,” “Harbor Custom Homes®,” or the “Company”), an innovative real estate company involved in all aspects of the land development cycle, today announced Harbor’s stockholders voted in favor of a future Reverse Stock Split during a virtual special meeting held on Friday, February 17, 2023.
The stockholders voted to authorize a Reverse Stock Split of Harbor’s issued and outstanding shares of common stock at a ratio of between 1-for-3 and 1-for-25 at the discretion of the Board of Directors. Harbor anticipates implementing the Reverse Stock Split at any time before the end of the year to maintain the Company’s common stock listing on the Nasdaq Capital Market.
“With the support of our shareholders, we have achieved a significant objective with the passage of the Reverse Stock Split authorization. Implementing a reverse stock split will provide for our immediate compliance with the Nasdaq and broaden our opportunities to attract investment capital, strategic partners, and project financing. We thank the HCDI shareholders for their support and look forward to a successful 2023,” stated Jeff Habersetzer, Chief Operating Officer of Harbor Custom Development, Inc.
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
