Harbor Custom Development Inc.

05/16/2023 | Press release | Distributed by Public on 05/16/2023 11:45

Shareholder Director Nominations - Form 8-K

hcdi-20230515


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 15, 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, WA98402
(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 5.08 Shareholder Director Nominations.

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"). The Board also approved May 15, 2023 as the record date for stockholders entitled to notice of and to vote at the Annual Meeting. Due to the fact that the Annual Meeting will be held more than 30 calendar days from the anniversary date of the Company's 2022 Annual Meeting of Stockholders, the due dates for the provision of any qualified stockholder proposal or qualified stockholder nominations under the rules of the Securities and Exchange Commission (the "SEC") and the bylaws of the Company listed in the Company's 2022 Proxy Statement on Schedule 14A as filed with the SEC on April 21, 2022 are no longer applicable. Such nominations or proposals, including any notice on Schedule 14N, are now due to the Company between March 14, 2024 and April 13, 2024. The Company currently intends to make its proxy materials available beginning on or about May 30, 2023.

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
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 15, 2023
By:
/s/ Jeff Habersetzer
Name:
Jeff Habersetzer
Title:
Chief Operating Officer, Secretary, and General Counsel