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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): March 1, 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 3.03 Material Modifications to Rights of Securityholders.
To the extent required by Item 3.03 of Form 8-K, the information regarding the Reverse Stock Split (as defined below) contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Amendment to Articles of Incorporation Effecting a 1-for-20 Reverse Stock Split
As previously reported on a Current Report on Form 8-K on February 17, 2023, during a Special Meeting of Stockholders, the stockholders of Harbor Custom Development, Inc., a Washington corporation (the “Company”), approved 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 Stock Split”), such ratio to be at the sole the discretion of the Board of Directors (the “Board”) without further stockholder action.
On February 27, 2023, the Board approved the implementation of the Reverse Stock Split at a ratio of 1-for-20 shares of common stock. In connection therewith, on March 1, 2023, the Company filed Articles of Amendment to its Articles of Incorporation, as amended, to effect the Reverse Stock Split.
As a result of the Reverse Stock Split, every 20 shares of issued and outstanding common stock will be automatically combined into one share of common stock. The Reverse Stock Split also applies to common stock issuable upon the exercise of outstanding warrants and stock options; unvested restricted stock awards; restricted stock and stock option plans; and upon the conversion of the Company’s Series A Preferred Stock. The Reverse Stock Split did not affect the par value of the common stock nor the shares of common or preferred stock authorized under the Company’s Articles of Incorporation, as amended. No fractional shares will be issued in connection with the Reverse Stock Split; rather, fractional shares which would otherwise result from the Reverse Stock Split will be rounded up to the nearest whole share.
The Company expects that its common stock will begin trading on a split-adjusted basis on The Nasdaq Capital Market when the market opens on March 6, 2023 under the Company’s existing trading symbol “HCDI.” The new CUSIP identifier for the common stock following the Reverse Stock Split will be 41150T 306.
The foregoing description of the Articles of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Articles of Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 8.01 Other Events.
On March 3, 2023, the Company issued a press release announcing the Reverse Stock Split. A copy of such press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
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 |
| 3.1 | | |
| 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: | March 03, 2023 | | | | | | | By: | /s/ Jeff Habersetzer |
| | | | | | | | Name: | Jeff Habersetzer |
| | | | | | | | Title: | Chief Operating Officer, Secretary, and General Counsel |
Harbor Custom Development, Inc. Announces Reverse Stock Split
TACOMA, Wash., March 3, 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 it will effect a 1-for-20 reverse stock split of its issued and outstanding shares of common stock (the “reverse split”). Harbor’s stockholders voted to authorize a reverse stock split in a range of 1-for-3 to 1-for-25 on February 17, 2023, and Harbor’s directors voted to authorize the exact ratio for the reverse split of 1-for-20 on February 27, 2023.
On March 6, 2023, the Company’s common stock will begin trading on a post-reverse split basis on the Nasdaq Capital Market under the existing symbol “HCDI.” The new CUSIP number for the common stock following the reverse split will be 41150T 306.
The reverse split will affect all issued and outstanding shares of common stock. All outstanding restricted stock awards, warrants, options, and the Series A Convertible Preferred Stock and other securities entitling their holders to purchase or otherwise receive shares of common stock will be adjusted as a result of the reverse split, as required by their respective terms. The number of shares available to be awarded under the Company’s incentive plans will also be appropriately adjusted. Following the reverse split, the par value of the Common Stock will remain unchanged at no par value per share. The reverse split will not change the authorized number of shares of common stock or preferred stock. No fractional shares will be issued in connection with the reverse split; stockholders who would otherwise be entitled to receive a fractional share will instead receive one whole share of common stock.
“Completion of the reverse split was important to maintain compliance with the minimum bid price requirement of the Nasdaq Capital Market’s continued listing standards. The reverse split also broadens our opportunities to potentially attract investment capital, strategic partners, and project financing,” stated Sterling Griffin, President and CEO of Harbor Custom Development, Inc.
“The reverse split combined with the restructuring of the Bank United loan agreement provide a critical foundation necessary for the Company to achieve its objectives,” 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
