Current Report Filing (8-k)
27 June 2023 - 7:25AM
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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): June 20, 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,
WA 98402
(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
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
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. Mr. Brown’s decision to resign as Chief Financial
Officer does not relate to any disagreement with the Company’s management, the Board of Directors of the Company, or the Company’s
independent auditors regarding any matter related to the Company’s operations, accounting practices, financial disclosures, internal
controls or policies and practices.
The
Company has initiated a search for a new chief financial officer to fill this position.
Effective
July 21, 2023 and until a successor has been identified, the Company expects to promote Yoshi Niino to the position of Chief
Accounting Officer. Upon assuming this role, he will also assume the duties of the Company’s principal financial officer and
principal accounting officer for Securities and Exchange Commission reporting purposes, until such time as we complete our search
process for a Chief Financial Officer.
Mr. Niino
joined the Company in February 2022, and currently serves as the Company’s Director of Accounting. Previously to joining the Company,
Mr. Niino served as Senior Internal Audit Manager for Weyerhaeuser (NYSE: WY). Mr. Niino was also previously an Audit Manager at Deloitte.
Mr. Niino is a Certified Public Accountant and graduated from the University of Washington with a B.A. in Economics and Business Administration,
Accounting.
There is
no family relationship between Mr. Niino and any of our other officers and directors. There are no understandings or arrangements between
Mr. Niino and any other person pursuant to which Mr. Niino was appointed as Chief Accounting Officer, principal financial officer, and
principal accounting officer.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
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
26, 2023 |
By: |
/s/
Jeffrey B. Habersetzer |
| |
|
Name: |
Jeffrey
B. Habersetzer |
| |
|
Title: |
Chief
Operating Officer, Secretary, and General Counsel |
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