Harbor Custom Development, Inc. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2023-12-27: Form 8-K; Period of report 2023-12-20; Description 8.01 Other Events; Details 8.01.
- 2023-12-19: Form 8-K; Period of report 2023-12-15; Description 8.01 Other Events; Details 8.01.
- 2023-12-15: Form 8-K; Period of report 2023-12-11; Description 1.03 Bankruptcy or Receivership; 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 8.01 Other Events; Details 1.03.
- 2023-12-06: Form 8-K; Period of report 2023-11-30; Description 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; Details 2.04.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2023-12-27 | 8-K | 2023-12-20 | 8.01 Other Events | 8.01 As previously disclosed in the Company’s Current Report on Form 8-K filed with the Commission on December 15, 2023, on December 12, 2023, the Company received a written notification (the “Staff Delisting Determination”) from the Listing Qualifications Department of the NASDAQ Stock Market LLC (“Nasdaq”) notifying the Company that unless it appealed Nasdaq’s delisting determination, (i) Nasdaq would suspend trading of the Company’s common stock, preferred stock, and warrants (HCDI, HCDIP, HCDIW, and HCDIZ) at the opening of trading on December 21, 2023 and (ii) Nasdaq would schedule the Company’s securities for delisting and file a Form 25-NSE with the Commission in order to remove such securities from being listed on Nasdaq. | form8-k.htm |
| 2023-12-19 | 8-K | 2023-12-15 | 8.01 Other Events | 8.01 As previously reported, on December 11, 2023, Harbor Custom Development, Inc. and certain of its wholly owned subsidiaries (collectively, the “Company”), filed a voluntary petition (the “Bankruptcy Petition”) for reorganization under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Western District of Washington (such court, the “Bankruptcy Court” and such case, the “Case”). | form8-k.htm |
| 2023-12-15 | 8-K | 2023-12-11 | 1.03 Bankruptcy or Receivership; 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 8.01 Other Events | 1.03 On December 11, 2023 (the “Petition Date”), Harbor Custom Development, Inc. (the “Company”) and certain of its wholly owned subsidiaries (collectively with the Company, the “Debtor”), filed a voluntary petition (the “Bankruptcy Petition”) for reorganization under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Western District of Washington (such court, the “Bankruptcy Court” and such case, the “Case”). 2.04 Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. 3.01 On December 12, 2023, the Company received written notice from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, following Nasdaq’s review of the Company’s press release related to the Bankruptcy Petition and other publicly available information, and in accordance with Listing Rules 5101, 5110(b) and IM-5101-1, Nasdaq has determined that the Company’s securities will be delisted from The Nasdaq Stock Market. 8.01 The Company cautions that trading in the Company’s securities during the pendency of the Bankruptcy Petition is highly speculative and poses substantial risks. | form8-k.htm |
| 2023-12-06 | 8-K | 2023-11-30 | 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement | 2.04 Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. | form8-k.htm |
| 2023-12-01 | 8-K | 2023-11-30 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On November 30, 2023, the Board of Directors of Harbor Custom Development, Inc. (the “Company”), adopted an Executive Compensation Clawback Policy (the “Clawback Policy”) in order to comply with Section 10D of the Securities Exchange Act of 1934 (the “Exchange Act”); Rule 10D-1 of the Exchange Act; and Listing Rule 5608 of The Nasdaq Stock Market, LLC. | form8-k.htm |
| 2023-11-27 | 8-K | 2023-11-20 | 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 2.04 Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. 5.02 On November 21, 2023, Larry Swets, a member of the Board of Directors (the “Board”) of the Company, gave notice of his resignation from the Board, effective November 21, 2023. | form8-k.htm |
| 2023-09-22 | 8-K | 2023-09-18 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 3.01 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. 5.02 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. | hcdi-20230918.htm |
| 2023-08-14 | 8-K | 2023-08-14 | 2.02 Results of Operations and Financial Condition | 2.02 On August 14, 2023, Harbor Custom Development, Inc. (the “Company”) issued a press release announcing its financial results for the second quarter and six months ended June 30, 2023. | hcdi-20230814.htm |
| 2023-07-17 | 8-K | 2023-07-12 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.02 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. 5.07 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. 8.01 On July 13, 2023, the Company issued a press release announcing Mr. Habersetzer’s appointment. | hcdi-20230712.htm |
| 2023-06-26 | 8-K | 2023-06-20 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On June 20, 2023, Lance Brown, the Chief Financial Officer, principal financial officer, and principal accounting officer of Harbor Custom Development, Inc., a Washington corporation (the “Company”), notified the Company of his decision to resign, effective at the close of business on July 21, 2023. | form8-k.htm |
| 2023-06-20 | 8-K | 2023-06-20 | 8.01 Other Events | 8.01 On June 20, 2023, Harbor Custom Development, Inc. (the “Company”) issued a press release announcing that it has closed on the sale of the Mills Crossing townhomes in Bremerton, Washington for $14,250,000 to Kitsap Community Resources. | hcdi-20230620.htm |
| 2023-05-22 | 8-K | 2023-05-16 | 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure | 1.01 On May 16, 2023, Harbor Custom Development, Inc. (the “Company”), a Washington corporation, entered into securities purchase agreements (the “Purchase Agreements”) with certain institutional investors (the “Investors”), pursuant to which the Company agreed to issue and sell to the Investors in a public offering (the “Offering”) (i) 160,500 shares (the “Shares”) of common stock of the Company, no par value (the “Common Stock”), (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 1,790,718 shares of Common Stock and (iii) warrants to purchase up to 1,951,218 shares of Common Stock (the “Warrants” and collectively with the Shares and the Pre-Funded Warrants, the “Securities”) at a combined public offering price of $5.125 per share of Common Stock and accompanying Warrant or $5.1249 per Pre-Funded Warrant and accompanying Warrant, for total aggregate gross proceeds of approximately $10 million. 7.01 On May 16, 2023, the Company issued a press release regarding the pricing of the Offering. | hcdi-20230516.htm |
| 2023-05-16 | 8-K | 2023-05-15 | 5.08 Shareholder Director Nominations | 5.08 On May 15, 2023, the board of directors (the “Board”) of Harbor Custom Development, Inc., a Washington corporation (the “Company”), approved July 12, 2023 as the date of the Company’s 2023 Annual Meeting of Stockholders (the “Annual Meeting”). | hcdi-20230515.htm |
| 2023-05-15 | 8-K | 2023-05-15 | 2.02 Results of Operations and Financial Condition | 2.02 On May 15, 2023, Harbor Custom Development, Inc. (the “Company”) issued a press release announcing its financial results for the first quarter ended March 31, 2023. | hcdi-20230515.htm |
| 2023-05-11 | 8-K | 2023-05-11 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 5.02 On May 11, 2023, Sterling Griffin, Chairman of the Board of Directors, Chief Executive Officer, and President of Harbor Custom Development, Inc. (the “Company”), notified the Company that he will retire from all roles with the Company effective as of July 12, 2023 (the “Transition Date”). 7.01 The information contained in Exhibit 99.1 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing. | hcdi-20230511.htm |
| 2023-05-10 | 8-K | 2023-05-10 | 8.01 Other Events | 8.01 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. | hcdi-20230510.htm |
| 2023-03-31 | 8-K | 2023-03-31 | 2.02 Results of Operations and Financial Condition | 2.02 On March 31, 2023, Harbor Custom Development, Inc. (the “Company”) issued a press release announcing its financial results for the fourth quarter and full year ended December 31, 2022. | hcdi-20230331.htm |
| 2023-03-21 | 8-K | 2023-03-20 | 8.01 Other Events | 8.01 As previously disclosed, on November 13, 2022, Harbor Custom Development, Inc. (the “Company”) received a notification letter from the Nasdaq Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company was not in compliance with Nasdaq’s Listing Rule 5550(a)(2) because the Company’s closing bid price for its common stock had been below $1.00 for a period of 30 consecutive business days. | hcdi-20230320.htm |
| 2023-03-08 | 8-K | 2023-03-08 | 7.01 Regulation FD Disclosure | 7.01 On March 8, 2023, Harbor Custom Development, Inc. (the “Company”) issued a press release announcing that based on its preliminary results, the Company does not expect to meet its guidance targets for 2022 of full year revenue and adjusted EBITDA of $61 to $65 million and $(7) million to $(5) million loss, respectively. | hcdi-20230308.htm |
| 2023-03-03 | 8-K | 2023-03-01 | 3.03 Material Modification to Rights of Security Holders; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 3.03 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. 5.03 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. 8.01 On March 3, 2023, the Company issued a press release announcing the Reverse Stock Split. | hcdi-20230301.htm |
| 2023-02-24 | 8-K | 2023-02-23 | 8.01 Other Events | 8.01 As previously announced on a Current Report on Form 8-K on October 28, 2022, and as updated on a Current Report on Form 8-K on January 25, 2023, Harbor Custom Development, Inc. (the “Company”) has been working with BankUnited, N.A. (the “Lender”) to restructure its Loan (defined below) after failing to meet a financial covenant. | hcdi-20230223.htm |
| 2023-02-23 | 8-K | 2023-02-21 | 8.01 Other Events | 8.01 On February 21, 2023, Harbor Custom Development, Inc. (the “Company”) issued a press release announcing that it has contracted to sell its Mills Crossing townhomes in Bremerton, Washington to Kitsap Community Resources for a purchase price of $14,250,000. | hcdi-20230221.htm |
| 2023-02-17 | 8-K | 2023-02-17 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On February 17, 2023, Harbor Custom Development, Inc., a Washington corporation (the “Company”), held a virtual Special Meeting of Stockholders (the “Special Meeting”). | hcdi-20230217.htm |
| 2023-01-25 | 8-K | 2023-01-20 | 8.01 Other Events | 8.01 As previously announced on a Current Report on Form 8-K on October 28, 2022, Harbor Custom Development, Inc., a Washington corporation (the “Company”), is in the process of negotiating the terms of restructuring its loan from BankUnited, N.A. (the “Lender”), pursuant to a Loan Agreement dated March 7, 2022 (the “Loan”). | hcdi-20230120.htm |