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): January 20, 2022
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 |
| | 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 7.01 Regulation FD Disclosure.
On January 20, 2022, Harbor Custom Development, Inc. (the “Company”) presented virtually at the Sidoti & Company Virtual Small Cap Conference (the “Conference”). Sterling Griffin and Lance Brown, the Company’s Chief Executive Officer and Chief Financial Officer, respectively, presented at the Conference regarding an overview of the Company. During the Conference, Mr. Griffin and Mr. Brown restated the Company’s guidance that the Company’s 2021 fourth quarter revenues will surpass 2021 third quarter revenues and that they anticipate that the Company’s 2022 revenues will exceed that of 2021.
In addition, Mr. Brown provided an update that the Company has purchased approximately 1.8 million shares of common stock in the Company’s stock repurchase program.
A broadcast of the presentation may be accessed under the events and presentations section of the Company’s investor website at https://investors.harborcustomhomes.com.
The information contained in this Current Report on Form 8-K pursuant to this “Item 7.01 Regulation FD Disclosure” is being furnished. This information shall not be deemed to be filed for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section or shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, unless specifically identified therein as being incorporated by reference.
Forward-Looking Statements
Certain statements herein 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. Specifically included are statements regarding anticipated income and revenues for 2021 and 2022. 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.
The Company’s presentation at the Conference is attached 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:
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. |
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| Date: January 20, 2022 | By: | /s/ Jeff Habersetzer |
| | | Jeff Habersetzer |
| | | Chief Operating Officer, Secretary, and General Counsel |
