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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): December 11, 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
No.) |
1201
Pacific Avenue, Suite 1200
Tacoma,
WA 98402
(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%
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 1.03.
Bankruptcy or Receivership.
Chapter
11 Filing
On
December 11, 2023 (the “Petition Date”), Harbor Custom Development, Inc. (the “Company”)
and certain of its wholly owned subsidiaries (collectively with the Company, the “Debtor”), filed a voluntary
petition (the “Bankruptcy Petition”) for reorganization under Chapter 11 of the United States Bankruptcy Code
(the “Bankruptcy Code”) in the United States Bankruptcy Court for the Western District of Washington (such
court, the “Bankruptcy Court” and such case, the “Case”). The Debtor expects to continue
to operate its business as “debtor-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the
applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. To ensure its ability to continue operating in the ordinary
course of business, the Debtor plans to file motions seeking customary “first-day” relief with the Bankruptcy Court, including,
among other things, authority to use cash collateral, pay employee wages and benefits and pay other vendors and suppliers in the ordinary
course for all services provided after the Petition Date. The Debtor also plans to seek Bankruptcy Court approval for extension to file
its Schedule and Statements of Financial Affairs, limit certain Bankruptcy Court requirements for notice to equity security holders,
sell real property in the ordinary course of business, and other motions, as appropriate. These motions remain subject to approval by
the Bankruptcy Court.
On
December 11, 2023, the Company issued a press release announcing the filing of the Bankruptcy Petition, a copy of which is attached as
Exhibit 99.1 to this Current Report.
Item
2.04. Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
of a Registrant.
The
information under Item 1.03 of this Current Report is incorporated by reference into this Item 2.04.
The
filing of the Bankruptcy Petition constitutes an event of default under the Company’s outstanding indebtedness for borrowed money,
including (collectively, the “Outstanding Indebtedness”):
|
● |
Loan
Agreements with related lenders known as “Sound Capital,” specifically, Sound Capital Loans, LLC; Sound Capital Construction
Fund, LLC; and Sound Equity High Income Debt Fund, LLC, dated various dates, in the principal amount in the aggregate of $60,108,866.51
plus accrued interest thereon, including interest at the lesser of (a) annualized default interest rate of approximately 24% or (b)
interest rate allowed by law since default thereon; |
|
|
|
|
● |
Loan
Agreements with related lenders known as “Marquee,” specifically Mandalay Income Fund, I, LP; Oakhurst Income Fund II,
LP; and Oakhurst Opportunity Lending Fund I, L.P., dated various dates, in the principal amount in the aggregate of $31,289,325.00
plus accrued interest thereon, including an annual default interest rate at 13.55%, 13.625%, 15.75% ,or 16.00% depending on the loan
agreement or the maximum interest rate allowed by law since default thereon; |
|
● |
the
Loan Agreement with Fratelli’s LLC, dated May 25, 2022, in the principal amount of $8,000,000 plus accrued interest thereon,
including interest at the default interest rate of 18% since November 30, 2023; |
|
|
|
|
● |
the
Loan Agreement with Benaroya Holdings, L.L.C., dated January 30, 2023 and the Amendment to the Loan Agreement, dated May 5, 2023,
in the principal amount of $5,300,000.00 plus accrued interest thereon, including default interest at the rate of 18% per annum since
default thereon; |
|
|
|
|
● |
the
Loan Agreement with 222, Limited Liability Company; Cynthia A. Blair; Michael A. Raquiza; and William Chunyk, dated September 19,
2022, in the principal amount of $3,500,000.00 plus accrued interest thereon, including interest at a rate equal to 4% greater than
the current rate of 10% since default thereon; |
|
|
|
|
● |
the
Loan Agreement with North Carolina Empowering Kids & Communities Foundation, Inc., dated November 1, 2022, in the principal amount
of $2,500,000.00 plus accrued interest thereon, including interest at a rate equal to 4% greater than the current rate of 10% since
default thereon; and |
|
|
|
|
● |
the
Loan Agreement with BankUnited, N.A., dated March 7, 2022 and the Amendment to the Loan Agreement, dated February 22, 2023, in the
principal amount of $14,178,673.86 (according to BankUnited, N.A.) plus accrued interest thereon, including interest at the default
rate from December 4, 2023, which rate floats at the contract rate plus 3%, until the debt is paid in full. |
The
terms of the Outstanding Indebtedness provide that, as a result of the Bankruptcy Petition, the principal and interest under such Outstanding
Indebtedness shall be immediately due and payable. Any efforts to enforce such payment obligations are automatically stayed as a result
of the Bankruptcy Petition and the creditors’ rights of enforcement are subject to the Bankruptcy Code.
Item
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
On
December 12, 2023, the Company received written notice from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, following
Nasdaq’s review of the Company’s press release related to the Bankruptcy Petition and other publicly available information,
and in accordance with Listing Rules 5101, 5110(b) and IM-5101-1, Nasdaq has determined that the Company’s securities will be delisted
from The Nasdaq Stock Market. Trading of the Company’s common stock (HCDI), preferred stock (HCDIP), and two classes of warrants
(HCDIW and HCDIZ) will be suspended at the opening of trading on December 21, 2023 and a Form 25-NSE will be filed with the Securities
and Exchange Commission (the “SEC”) which will remove those securities from listing and registration on The Nasdaq Stock
Market.
Nasdaq
based its determination upon concerns related to (i) the Company’s announcement that the Company filed for protection under Chapter
11 of the United States Bankruptcy Code and associated public interest concerns raised by such filing, (ii) the residual equity interest
of the existing listed securities holders, and (iii) the Company’s ability to sustain compliance with all requirements for continued
listing on Nasdaq. Nasdaq also noted that the Company no longer complied with Nasdaq’s audit committee requirements as set forth
in Listing Rule 5605, which cure period to regain compliance was until the earlier of the Company’s next annual shareholders’
meeting or September 18, 2024; or if such shareholders’ meeting was held before March 18, 2024, then the Company must evidence
compliance no later than March 18, 2024.
The
Nasdaq notice also advises the Company of its right to request an appeal of the determination. The Company does not have plans to pursue
an appeal.
Item
8.01. Other Events
Cautionary
Note Regarding the Company’s Securities
The
Company cautions that trading in the Company’s securities during the pendency of the Bankruptcy Petition is highly speculative
and poses substantial risks. Trading prices for the Company’s securities may bear little or no relationship to the actual recovery,
if any, by holders of the Company’s securities in the Bankruptcy Petition.
Forward-Looking
Statements
Certain
statements in this Current Report on Form 8-K may be considered forward-looking statements, including statements with respect to the
Company’s pursuit of bankruptcy protection. Forward-looking statements generally relate to future events and can be identified
by terminology such as “may,” “should,” “could,” “might,” “plan,” “possible,”
“strive,” “budget,” “expect,” “intend,” “estimate,” “believe,”
“predict,” “potential,” “pursue,” “aim,” “goal,” “mission,” “anticipate”
or “continue,” or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements
are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or
implied by such forward-looking statements. These forward-looking statements are based upon estimates and assumptions that, while considered
reasonable by the Company and its management, are inherently uncertain. The Company’s actual results may differ materially from
those anticipated in these forward-looking statements as a result of certain risks and other factors, which include the following: risks
and uncertainties relating to the Company’s Bankruptcy Petition, including but not limited to, the Company’s ability
to obtain Bankruptcy Court approval with respect to motions in the Bankruptcy Petition, the effects of the Bankruptcy Petition
on the Company and on the interests of various constituents, Bankruptcy Court rulings in the Bankruptcy Petition and the outcome
of the Bankruptcy Petition in general, the length of time the Company will operate under the Bankruptcy Petition, risks
associated with any third-party motions in the Bankruptcy Petition, the potential adverse effects of the Bankruptcy Petition
on the Company’s liquidity or results of operations and increased legal and other professional costs necessary to execute the
Company’s reorganization; the conditions to which the Company’s cash collateral is subject and the risk that these conditions
may not be satisfied for various reasons, including for reasons outside of the Company’s control; the consequences of the acceleration
of the Company’s debt obligations and the trading price and volatility of the Company’s common stock, and the risks and uncertainties
set forth in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements”
in the Company’s Quarterly Report on Form 10-Q for the third quarter ended September 30, 2023 and Annual Report on Form 10-K for
the fiscal year ended December 31, 2022, and other documents filed by the Company from time to time with the SEC. Forward-looking statements
speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and the Company
assumes no obligation and does not intend to update or revise these forward-looking statements other than as required by applicable law.
The Company does not give any assurance that it will achieve its expectations.
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:
December 15, 2023 |
By: |
/s/
Jeff Habersetzer |
|
|
Jeff
Habersetzer |
|
|
Interim
Chief Executive Officer and Interim President |
Exhibit
99.1
Harbor
Custom Development, Inc., Announces Chapter 11 Bankruptcy Protection Filing
TACOMA,
Wash., December 11, 2023, (GLOBENEWSWIRE) — Harbor Custom Development, Inc. (Nasdaq: HCDI, HCDIP, HCDIW, HCDIZ) (collectively
with certain of its wholly owned subsidiaries described below, “HCDI” or “the Company”), a real estate company
involved in all aspects of the land development cycle, and certain of its wholly owned subsidiaries today announced that the Company
has voluntarily filed for protection under Chapter 11 of the United States Bankruptcy Code in the Western District of Washington at Tacoma
(collectively, the “Chapter 11 cases”) to pursue an orderly wind down or restructuring of its business. The Company has filed
a number of customary first day motions with the Bankruptcy Court that will allow it to continue operating in the ordinary course of
business while it prepares a Plan of Reorganization to ensure that it can maximize value for the benefit of its creditors. HCDI will
continue to market and sell finished lots and homes and to operate multi-family projects as they work towards stabilization.
Jeff
Habersetzer, Interim CEO of HCDI, stated, “The Chapter 11 cases will provide the Company with time and breathing-room needed to
market and sell its real estate assets and right-size operations for the benefit of the Company’s creditors and stakeholders.”
Additional
Information
Resources
for HCDI’s creditors and equity interest holders can be found by visiting the website at https://cases.creditorinfo.com/hcdi,
including court filings and other documents related to the Chapter 11 process. Aditi Paranjype at Cairncross & Hempelmann, P.S. is
serving as lead bankruptcy legal counsel to the Company.
About
Harbor Custom Development, Inc.
Harbor
Custom Development, Inc. is a real estate development company involved in all aspects of the land development cycle, including land acquisition,
entitlements, construction of project infrastructure, home and apartment building, marketing, and sales of various residential projects
in Western Washington’s Puget Sound region; Sacramento, California; Austin, Texas; and Punta Gorda, Florida.
Forward-Looking
Statements
Certain
statements in this press release may be considered forward-looking statements, including statements with respect to the Company’s
pursuit of bankruptcy protection. Forward-looking statements generally relate to future events and can be identified by terminology such
as “may,” “should,” “could,” “might,” “plan,” “possible,” “strive,”
“budget,” “expect,” “intend,” “estimate,” “believe,” “predict,”
“potential,” “pursue,” “aim,” “goal,” “mission,” “anticipate”
or “continue,” or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements
are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or
implied by such forward-looking statements. These forward-looking statements are based upon estimates and assumptions that, while considered
reasonable by the Company and its management, are inherently uncertain. The Company’s actual results may differ materially from
those anticipated in these forward-looking statements as a result of certain risks and other factors, which include the following: risks
and uncertainties relating to the Company’s Chapter 11 cases, including but not limited to, the Company’s ability to obtain
Bankruptcy Court approval with respect to motions in the Chapter 11 cases, the effects of the Chapter 11 cases on the Company and on
the interests of various constituents, Bankruptcy Court rulings in the Chapter 11 cases and the outcome of the Chapter 11 cases in general,
the length of time the Company will operate under the Chapter 11 cases, risks associated with any third-party motions in the Chapter
11 cases, the potential adverse effects of the Chapter 11 cases on the Company’s liquidity or results of operations and increased
legal and other professional costs necessary to execute the Company’s reorganization; the conditions to which the Company’s
cash collateral is subject and the risk that these conditions may not be satisfied for various reasons, including for reasons outside
of the Company’s control; the consequences of the acceleration of the Company’s debt obligations and the trading price and
volatility of the Company’s common stock, and the risks and uncertainties set forth in the sections entitled “Risk Factors”
and “Cautionary Note Regarding Forward-Looking Statements” in the Company’s Quarterly Report on Form 10-Q for the third
quarter ended September 30, 2023 and Annual Report on Form 10-K for the fiscal year ended December 31, 2022, and other documents filed
by the Company from time to time with the SEC. Forward-looking statements speak only as of the date they are made. Readers are cautioned
not to put undue reliance on forward-looking statements, and the Company assumes no obligation and does not intend to update or revise
these forward-looking statements other than as required by applicable law. The Company does not give any assurance that it will achieve
its expectations.
Investor
Relations
IR@harborcustomdev.com
866-744-0974
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