Current Report Filing (8-k)
November 02 2021 - 11:28AM
Edgar (US Regulatory)
0001784567
false
0001784567
2021-10-29
2021-10-29
0001784567
us-gaap:CommonStockMember
2021-10-29
2021-10-29
0001784567
HCDI:Sec8.0SeriesCumulativeConvertiblePreferredStockMember
2021-10-29
2021-10-29
0001784567
HCDI:WarrantsMember
2021-10-29
2021-10-29
0001784567
HCDI:WarrantsOneMember
2021-10-29
2021-10-29
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): October 29, 2021
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)
|
|
|
☐
|
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(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
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
August 18, 2021, Harbor Custom Development, Inc. (the “Company”) filed a Current Report on Form 8-K to disclose that Tim
O’Sullivan was the acting Chief Financial Officer of the Company on an interim basis until the Company appoints a permanent replacement.
On
October 29, 2021, the Company’s Board of Directors (the “Board”) appointed Lance Brown as the Company’s
Chief Financial Officer and Principal Financial Officer, effective as of November 1, 2021. Mr. O’Sullivan will cease to be the
Company’s interim Chief Financial Officer effective as of the same date.
Pursuant
to Mr. Brown’s employment agreement, effective as of November 1, 2021, Mr. Brown will receive a salary of $280,000 per annum. In
addition, Mr. Brown will receive a one-time sign on bonus of $75,000 and shall be eligible to participate in the Company’s annual
bonus plan. The Company shall also grant 100,000 shares of common stock pursuant to the Company’s Restricted Stock Plan, 33,333
shares of which will vest on November 8, 2022, and thereafter, the remaining 66,6666 shares will vest on a quarterly basis in eight equal
installments, whereby all shares shall be vested by November 8, 2024.
Mr.
Brown was previously the Vice President and Chief Accounting Officer of Select Interior Concepts (NASDAQ: SIC), where he
was responsible for finance, accounting, SEC reporting, and tax. During his time at SIC, Mr. Brown built the public company accounting
and reporting infrastructure; was extensively involved in the diligence and integration for multiple completed acquisitions; assisted
with the sale, divestiture, and de-integration of the company’s largest business unit to a major competitor; and provided significant
support for the sale and going private transaction of SIC. Prior to SIC, Mr. Brown held various Controller, Project Management,
and Audit positions for publicly traded and private equity backed companies of various sizes and structures. Mr. Brown started his career
in public accounting at PricewaterhouseCoopers. Mr. Brown holds a Bachelor of Business Administration degree from the University of Georgia
and a Master of Accountancy from Auburn University. Mr. Brown is a Certified Public Accountant.
Mr.
Brown is 39 years old. There are no family relationships between Mr. Brown and the executive officers or directors of the Company, and
no transactions involving the Company and Mr. Brown that the Company would be required to report pursuant to Item 404(a) of Regulation
S-K.
A
copy of the press release announcing the appointment of Mr. Brown is furnished with this report as Exhibit 99.1.
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.
|
|
|
Date:
November 2, 2021
|
By:
|
/s/
Jeff Habersetzer
|
|
|
Jeff
Habersetzer
Chief
Operating Officer, Secretary, and General Counsel
|
Harbor Custom Development (NASDAQ:HCDI)
Historical Stock Chart
From Apr 2024 to May 2024
Harbor Custom Development (NASDAQ:HCDI)
Historical Stock Chart
From May 2023 to May 2024