Harbor Custom Development, Inc. (Form: 8-K, Received: 05/10/2023 09:28:44)

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): May 10, 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 8.01 Other Events

On May 10, 2023, Harbor Custom Development, Inc. (the “Company”) issued a press release announcing that Kitsap Community Resources, the buyer of its Mills Crossing townhomes in Bremerton, Washington, waived all contingencies in the sale and has released their $400,0000 of non-refundable earnest money to the Company. The press release also announced that the expected closing date is on or before June 16, 2023.

Forward Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact contained in this Report are forward-looking statements, including statements regarding the potential closing of the sale of the Mills Crossing townhomes to Kitsap Community Resources. 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 the Company on the date of this Report. 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.

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 May 10, 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:

May 10, 2023

By:

/s/ Jeff Habersetzer

Name:

Jeff Habersetzer

Title:

Chief Operating Officer, Secretary, and General Counsel

Harbor Custom Development, Inc. Announces Buyer Waives All Contingencies on $14,250,000 Sale of Townhomes

Mills Crossing will provide affordable housing to Kitsap County area residents.

TACOMA, Wash., May 10, 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 Kitsap Community Resources waived all contingencies in the sale of Mills Crossing townhomes in Bremerton, Washington and has released their $400,0000 of non-refundable earnest money to Harbor. Kitsap Community Resources contracted to purchase Mills Crossing for $14,250,000 and anticipates closing on or before June 16, 2023.

“We are pleased to partner with Kitsap Community Resources on the sale of Mills Crossing, and excited about the chance to provide high-quality, affordable housing to families in Kitsap County,” stated Sterling Griffin, President and CEO of Harbor Custom Development, Inc.

Mills Crossing is a 36-unit townhome project located at 1003 Little Haven Lane, Bremerton, Washington, and one block from the Kitsap Transit Center on Highway 303 in East Bremerton. Tenants have convenient access to the downtown Bremerton amenities, including local shopping, farmer’s markets, waterfront parks, community restaurants, Olympic College, and convenient ferry service to Seattle. The two-bedroom, two-bathroom townhome rentals average 1,425 square feet.

About Kitsap Community Resources

KCR is a dynamic partner in the Kitsap County Community. KCR touches ten percent of the 277,000 residents of Kitsap County’s population through a variety of programs. The organization’s services and programs include Housing and Homelessness services; Veteran’s assistance; WIC (Women Infant Children) nutritional food program; Early Head Start and Head Start; WIOA (Workforce Innovation Opportunity Act); BEST (Business Education Support Training); GED instruction and testing; job training and placement services; food services for Meals on Wheels Kitsap and early learning centers; Weatherization; Energy assistance; and other community support services. KCR operates 11 sites throughout Kitsap County. For more information about KCR, please visit www.kcr.org for all KCR services and locations.

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