Securities Registration Statement (s-1/a)
September 21 2021 - 3:20PM
Edgar (US Regulatory)
As
filed with the U.S. Securities and Exchange Commission on September 21, 2021
Registration
No. 333-259465
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
AMENDMENT NO. 1 TO
FORM
S-1
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Harbor
Custom Development, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
Washington
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|
1531
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46-4827436
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(State
or Other Jurisdiction of
Incorporation
or Organization)
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(Primary
Standard Industrial
Classification
Code Number)
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|
(I.R.S.
Employer
Identification
Number)
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11505
Burnham Dr., Suite 301
Gig
Harbor, Washington 98332
(253)
649-0636
(Address,
including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Sterling
Griffin, Chief Executive Officer and President
Harbor
Custom Development, Inc.
11505
Burnham Dr., Suite 301
Gig
Harbor, Washington 98332
(253)
649-0636
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copies
to:
Lynne
Bolduc, Esq.
|
|
Anthony
Marsico, Esq.
|
Fitzgerald
Yap Kreditor, LLP
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|
Dorsey
& Whitney LLP
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2
Park Plaza, Suite 850
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51
West 52nd Street
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Irvine,
California 92614
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New
York, NY 10019
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Tel:
(949) 788-8900
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|
Tel:
(212) 415-9214
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Fax:
(949) 788-8980
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Fax:
(212) 953-7201
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Approximate
date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 check the following box: ☒
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate
by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer
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☐
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Accelerated
filer
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☐
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Non-accelerated filer
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☐
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|
Smaller
reporting company
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☒
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Emerging
growth company
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☒
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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 7(a)(2)(B) of the Securities Act. ☐
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CALCULATION OF REGISTRATION FEE
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Title
of Each Class of Securities to be Registered(1)
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Proposed
Maximum
Aggregate Offering
Price(2)
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Amount of
Registration
Fees
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Series A Cumulative Convertible Preferred Stock(3)
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$
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34,500,000
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$
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3,764
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Representative’s Warrants to purchase Common Stock(4)
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$
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-
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$
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-
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Common Stock underlying Series A Cumulative Convertible Preferred Stock and Representative Warrants(5)(6)
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$
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36,400,260
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$
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3,972
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TOTAL
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$
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70,900,260
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$
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7,736
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(7)
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(1)
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Pursuant
to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the shares of Common Stock registered
hereby also include an indeterminate number of additional shares of Common Stock as may from time to time become issuable by reason
of stock splits, stock dividends, recapitalizations, or other similar transactions.
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(2)
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Calculated
solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act.
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(3)
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Includes
additional Series A Preferred Shares issuable as part of the over-allotment option.
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(4)
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In
accordance with Rule 457(i) under the Securities Act, no separate registration fee is required with respect to the Warrants registered
hereby.
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(5)
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Calculated
in accordance with Rule 457(g) of the Securities Act, based upon the initial exercise price of the Warrants.
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(6)
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Includes
additional shares of Common Stock issuable upon conversion of the Series A Preferred
Shares at a price of $4.50 per share and additional shares of Common Stock issuable
upon exercise of the Representative’s Warrants.
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(7)
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Previously
paid.
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The
Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective
in accordance with Section 8(a) of the Act or until the registration statement shall become effective on such date as the Commission,
acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
Harbor Custom Development, Inc. is filing this
Amendment No. 1 to its Registration Statement on Form S-1 (File No. 333-259465) as an exhibits-only filing. Accordingly, this amendment
consists only of the facing page, this explanatory note, Item 16(a) of Part II of the Registration Statement, the signature page to the
Registration Statement, and the filed exhibits. The remainder of the Registration Statement is unchanged and has therefore been omitted.
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
16. Exhibits and Financial Statement Schedules.
(a)
The following exhibits are filed as part of this Registration Statement and are numbered in accordance with Item 601 of Regulation S-K:
EXHIBIT
INDEX
Exhibit
Number
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Description
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Form
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Exhibit
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Filing
Date
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Filed
Herewith
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1.1
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Form of Underwriting Agreement (including Form of Underwriter’s Representative’s Warrant Agreement) between the Registrant and ThinkEquity
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X
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3.1
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Certificate of Conversion and Articles of Incorporation of the Registrant filed with the Washington Secretary of State on October 1, 2018
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S-1
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3.1
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03/31/2020
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3.2
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Amended and Restated Articles of Incorporation of the Registrant filed with the Washington Secretary of State on December 7, 2018
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S-1
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3.2
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03/31/2020
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3.3
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Amended and Restated Articles of Incorporation of the Registrant filed with the Washington Secretary of State on August 1, 2019
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S-1
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3.3
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03/31/2020
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3.4
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2nd Amended and Restated Bylaws of the Registrant, dated January 15, 2020
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S-1
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3.4
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03/31/2020
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3.5
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Amended Articles of Incorporation of the Registrant filed with the Washington Secretary of State on April 16, 2020
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S-1/A
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3.5
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04/28/2020
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3.6
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Certificate of Designation of 8.0% Series A Cumulative Convertible Preferred Stock, filed on June 8, 2021
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8-K
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3.1
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06/08/2021
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3.7
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Certificate of Amendment of Certificate of Designation of 8.0% Series A Cumulative Convertible Preferred Stock, filed on June 8, 2021
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S-1
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3.7
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09/10/2021
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4.1
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2018 Incentive and Non-Statutory Stock Option Plan to Employees, Directors, and Consultants of Harbor Custom Homes, Inc., dated November 19, 2018
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S-1
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4.1
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03/31/2020
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4.2
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2020 Restricted Stock Plan, dated October 13, 2020
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10-Q
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10.1
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11/16/2020
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4.3
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Form of Warrant Agency Agreement
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S-1
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4.4
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04/14/2021
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4.4
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Form of Representative’s Warrant (included in Exhibit 1.1)
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X
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5.1
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Opinion of FitzGerald Yap Kreditor, LLP
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X
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10.1
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Service Agreement between Registrant and Hanover International, Inc., dated May 1, 2018 and Addendum to Service Agreement between Registrant and Hanover International, Inc., dated November 29, 2018
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S-1
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10.1
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03/31/2020
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10.2
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Independent Contractor Agreement between Registrant and Richard Schmidtke dated, August 21, 2018 and Addendum to Independent Contractor’s Agreement between the Registrant and Richard Schmidtke, dated September 30, 2018
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S-1
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10.2
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03/31/2020
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10.3
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Purchase and Sale Agreement between the Registrant and Lennar Northwest, Inc., dated August 23, 2019
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S-1
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10.3
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03/31/2020
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10.4
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Director Agreement between Registrant and Richard Schmidtke, dated October 17, 2018
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S-1
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10.4
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03/31/2020
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10.5
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RWC Limited Warranty Program Membership Agreement between Registrant and Residential Warranty Company, LLC and Western Pacific Mutual Insurance Company, dated October 18, 2018
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S-1
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10.5
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03/31/2020
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10.6
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Independent Director Agreement between the Registrant and Robb Kenyon, dated November 1, 2018
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S-1
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10.6
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03/31/2020
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10.7
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Executive Employment Agreement between the Registrant and Sterling Griffin, effective January 1, 2019
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S-1
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10.7
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03/31/2020
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10.8
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Lease Agreement between Burnham Partners, LLC and Registrant, dated December 19, 2017
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S-1
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10.8
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03/31/2020
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10.9
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Lease Agreement between Burnham Partners, LLC and Registrant, dated May 30, 2018
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S-1
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10.9
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03/31/2020
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10.10
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Purchase and Sale Agreement between the Registrant and Burnham Partners LLC, dated March 9, 2021
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10-K
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10.10
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03/31/2021
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10.11
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Independent Director Agreement with Larry Swets, dated March 22, 2020
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S-1
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10.11
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03/31/2020
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10.12
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SoundEquity, Inc. Loan Package, dated November 13, 2019
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S-1/A
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10.12
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04/28/2020
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10.13
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Form of Deed of Trust for PBRELF I, LLC
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S-1/A
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10.13
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04/28/2020
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10.14
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Debt Conversion Agreement between Olympic Views, LLC and Registrant, dated May 15, 2020
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S-1/A
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10.14
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06/01/2020
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10.15
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Vacant Lot Purchase and Sale Agreement between Olympic Views, LLC and Registrant, dated February 14, 2020
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S-1/A
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10.15
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06/01/2020
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10.16
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Indemnification Agreement between Registrant and Larry Swets, dated June 1, 2020
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S-1/A
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10.17
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06/19/2020
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10.17
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Agreement of Sale of Future Receivables between Registrant and Libertas Funding, LLC, dated August 12, 2020
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S-1
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10.17
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01/07/2021
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10.18
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Lease/Rental Agreement between the Registrant and Olympic Views, LLC, dated January 28, 2019.
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S-1
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10.23
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01/07/2021
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10.19
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Offer of Employment to Jeff Habersetzer from the Registrant dated December 18, 2019
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S-1
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10.24
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01/07/2021
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10.20
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Offer Letter to Lynda Meadows, dated June 7, 2020
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8-K
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10.1
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09/08/2020
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10.21
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Lease Agreement between Burnham Partners, LLC and Registrant, dated February 18, 2021
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10-K
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10.21
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03/31/2021
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10.22
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Lease Agreement between Burnham Partners, LLC and Registrant dated February 18, 2021
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10-K
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10.22
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03/31/2021
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10.23
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Purchase and Sale Agreement between the Registrant and Lennar Northwest, Inc., dated November 18, 2020
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10-K
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10.23
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03/31/2021
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10.24
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Purchase and Sale Agreement between the Registrant and Lennar Northwest, Inc., dated February 16, 2021
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10-K
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10.24
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03/31/2021
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10.25
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SoundEquity, Inc. Loan Package, dated October 4-5, 2021
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10-K
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10.25
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03/31/2021
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10.26
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Promissory Note between Registrant and Sound Equity, Inc., dated January 22, 2021
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10-K
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10.26
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03/31/2021
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21.1
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Subsidiaries of Registrant
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S-1
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21.1
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01/07/2021
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23.1
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Consent of Rosenberg Rich Baker Berman, P.A.
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X
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23.2
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Consent of FitzGerald Yap Kreditor LLP (included in Exhibit 5)
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24.1
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Power of Attorney (see signature page of Registration Statement on Form S-1)
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S-1
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24.1
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04/14/2021
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101.INS
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Inline
XBRL Instance Document — the instance document does not appear in the Interactive Data File because its XBRL tags are embedded
within the Inline XBRL document
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101.SCH
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Inline
XBRL Taxonomy Extension Schema Document
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X
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101.CAL
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Inline
XBRL Taxonomy Extension Calculation Linkbase Document
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X
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101.LAB
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Inline
XBRL Taxonomy Extension Label Linkbase Document
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X
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101.PRE
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Inline
XBRL Taxonomy Extension Presentation Linkbase Document
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X
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101.DEF
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Inline
XBRL Taxonomy Extension Definition Linkbase Document
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X
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SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Gig Harbor, State of Washington, on September 21, 2021.
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Harbor
Custom Development, Inc.
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By:
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/s/ Sterling Griffin
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Sterling
Griffin
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Chief
Executive Officer, President, and Chairman of the Board of Directors
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Pursuant
to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-1 has been signed by the following
persons in the capacities and on the dates indicated.
Signature
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Title
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Date
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/s/ Sterling Griffin
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Chief
Executive Officer, President, and Chairman of the Board of Directors
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September
21, 2021
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Sterling
Griffin
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(Principal
Executive Officer)
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*
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Interim
Chief Financial Officer
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September
21, 2021
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Tim
O’Sullivan
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(Principal
Financial Officer and Principal Accounting Officer)
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*
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Director
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September
21, 2021
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Karen
Bryant
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*
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Director
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September
21, 2021
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Dennis
Wong
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*
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Director
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September
21, 2021
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Larry
Swets
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*
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Director
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September
21, 2021
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Wally
Walker
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*
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Director
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September
21, 2021
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Richard
Schmidtke
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*
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Director
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September
21, 2021
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Chris
Corr
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* By:
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/s/ Sterling
Griffin
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Sterling Griffin
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Attorney-in-Fact
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