0001784567FALSE00017845672023-03-082023-03-080001784567us-gaap:CommonStockMember2023-03-082023-03-080001784567hcdi:A80SeriesACumulativeConvertiblePreferredStockMember2023-03-082023-03-080001784567us-gaap:WarrantMember2023-03-082023-03-080001784567hcdi:WarrantOneMember2023-03-082023-03-08


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): March 8, 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 StockHCDIThe Nasdaq Stock Market LLC
8.0 % Series A Cumulative Convertible Preferred StockHCDIPThe Nasdaq Stock Market LLC
WarrantsHCDIWThe Nasdaq Stock Market LLC
WarrantsHCDIZThe 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 7.01 Regulation FD Disclosure.

On March 8, 2023, Harbor Custom Development, Inc. (the “Company”) issued a press release announcing that based on its preliminary results, the Company does not expect to meet its guidance targets for 2022 of full year revenue and adjusted EBITDA of $61 to $65 million and $(7) million to $(5) million loss, respectively. A copy of the press release is attached as Exhibit 99.1.

The information furnished under this Item 7.01 and in the accompanying Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

Item 9.01 - Financial Statements and Exhibit

(d) Exhibits.

The following exhibits are filed with this Current Report on Form 8-K:

Exhibit NumberDescription
99.1
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:March 08, 2023
By:
/s/ Jeff Habersetzer
Name:
Jeff Habersetzer
Title:
Chief Operating Officer, Secretary, and General Counsel