UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): June 11, 2021
Harbor Custom Development, Inc.
(Exact name of registrant as specified in its charter)
| Washington | | 333-237507 | | 46-4827436 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
11505 Burnham Dr., Suite 301
Gig Harbor, Washington 98332
(Address of principal executive offices) (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) |
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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)) |
Securities registered pursuant to Section 12(b) of the Act:
| | Title of Each Class | | Trading Symbol(s) | | 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 |
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 [X]
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 1.01. Entry into a Material Definitive Agreement
As previously disclosed on a Current Report on Form 8-K dated June 10, 2021, Harbor Custom Development, Inc., a Washington corporation (the “Company”), conducted an underwritten public offering (the “Offering”) pursuant to registration statements on Form S-1 (File Nos. 333-255229 and 333-256918), filed with the Securities and Exchange Commission (the “Commission”).
In connection with the Offering, the Company and Mountain Share Transfer, Inc. entered into a Warrant Agency Agreement on June 11, 2021 (the “Warrant Agreement”). The Warrant Agreement sets forth the terms of the warrants (the “Warrants”) sold in the Offering and appointed Mountain Share Transfer, Inc. to act as warrant agent for the Warrants.
The foregoing description of the Warrant Agreement is qualified in its entirety by reference to the Warrant Agreement, a copy of which is attached hereto as Exhibit 4.1 and is hereby incorporated by reference into this Item 1.01.
Item 8.01. Other Events.
On June 11, 2021, the Company issued a press release announcing the closing of the Offering. A copy of the press release is attached hereto as Exhibit 99.1 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:
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: June 14, 2021 | By: | /s/ Jeff Habersetzer |
| | | Jeff Habersetzer Chief Operating Officer, Secretary, and General Counsel |
