Current Report Filing (8-k)
August 31 2021 - 12:32PM
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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): August 27, 2021
Harbor
Custom Development, Inc.
(Exact
name of registrant as specified in its charter)
Washington
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333-237507
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46-4827436
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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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):
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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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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☐
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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:
Title
of Each Class
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Trading
Symbol(s)
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Name
of Each Exchange on Which Registered
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Common
Stock
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HCDI
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The
Nasdaq Stock Market LLC
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8.0%
Series A Cumulative Convertible Preferred Stock
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HCDIP
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The
Nasdaq Stock Market LLC
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Warrants
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HCDIW
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The
Nasdaq Stock Market LLC
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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
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Election
of New Director
On
August 27, 2021, the Board of Directors (the “Board”) of Harbor Custom Development, Inc. (the “Company”) elected
Chris Corr as a new director to fill the vacancy in the Board created by the resignation of Robb Kenyon. The Board has determined that
Mr. Corr is an “independent director” under the Nasdaq listing rules.
Mr.
Corr will receive the same compensation as was approved for the other members of the Board on August 12, 2021, as follows: (i) beginning
on September 1, 2021, Mr. Corr shall receive base compensation of $2,500 per month; and (ii) 10,000 shares of common stock pursuant to
the Company’s 2020 Restricted Stock Plan which shall vest in equal quarterly installments of 2,500 shares at the end of every quarter,
beginning on September 30, 2021.
Mr.
Corr was not appointed as a director pursuant to any arrangement or understanding with any person, and is not a participant in any related
party transaction required to be reported pursuant to Item 404(a) of Regulation S-K.
Appointment
of Committee Members
Effective
as of August 27, 2021, Richard Schmidtke, a non-independent director, resigned from the Compensation Committee and the Nominating and
Corporate Governance Committee. Mr. Schmidtke’s resignation from the respective committees was not due to any disagreement with
the Company on any matter relating to its operations, policies, or practices. Mr. Schmidtke remains a director on the Company’s
Board.
Concurrently,
Mr. Corr, an independent director, was elected to the Compensation Committee. The Compensation Committee is now comprised of the following
members: Larry Swets (Chair), Wally Walker, and Chris Corr, all of whom are independent directors.
In
addition, Dennis Wong, an independent director, was elected to the Nominating and Corporate Governance Committee. The Nominating and
Corporate Governance Committee is now comprised of the following members: Wally Walker (chair), Karen Bryant, and Dennis Wong, all of
whom are independent directors.
Item
8.01 Other Events.
Fully
Independent Committees
As
previously disclosed on a current report on Form 8-K on September 8, 2020, on September 1, 2021, the Company ceased to be a “controlled
company” within the meaning of the Nasdaq rules. The Nasdaq rules require that the Company establish fully independent committees
within one year of the loss of “controlled company” status. Following the appointments of the independent directors to the
committees as described above in Item 5.01, all of the members of the Company’s committees are now comprised of independent directors,
in compliance with the Nasdaq rules.
Exhibit
No.
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Description
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104
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Cover
Page Interactive Data File (embedded within the Inline XBRL document)
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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:
August 30, 2021
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By:
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/s/
Jeff Habersetzer
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Jeff
Habersetzer
Chief
Operating Officer, Secretary, and General
Counsel
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