8-K

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.

Exhibit Number	Title
99.1	Press release of Harbor Custom Development, Inc., dated June 26, 2023
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:	June 26, 2023	By:	/s/ Jeffrey B. Habersetzer
		Name:	Jeffrey B. Habersetzer
		Title:	Chief Operating Officer, Secretary, and General Counsel

EX-99.1

Exhibit 99.1

Harbor Custom Development, Inc. Announces Change in Executive Leadership

TACOMA, Wash., June 26, 2023, (GLOBENEWSWIRE) --Harbor Custom Development, Inc. (Nasdaq: HCDI, HCDIP, HCDIW, HCDIZ) (“Harbor,” “Harbor Custom Homes®,” or the “Company”), a real estate company involved in all aspects of the land development cycle, today announced Lance Brown, Chief Financial Officer, will be resigning from the Company, effective July 21, 2023. Mr. Brown’s decision to resign 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 pertaining to the Company’s operations, accounting practices, financial disclosures, internal controls, policies, or practices. The Company has initiated a search for a new Chief Financial Officer to fill this position.

“I am grateful for the for the opportunity to serve as the Chief Financial Officer of Harbor Custom Development, and have immensely enjoyed the collaboration, trust, and shared commitment of all Harbor team members. I am confident in the future of Harbor and leave proud of my contribution to the strong foundation for sustained financial success,” stated Mr. Brown.

The Company expects to promote Yoshi Niino, Harbor’s Director of Accounting since February 2022 to Chief Accounting Officer effective July 21, 2023. Upon assuming this role, Mr. Niino will execute the duties of the Company’s principal financial officer and principal accounting officer for Securities and Exchange Commission reporting purposes until the Company hires a new CFO.

Prior to joining Harbor, 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 who graduated from the University of Washington with a B.A. in Economics and Business Administration, Accounting.

“We are grateful for Lance’s exceptional contribution to the Company as CFO. He has played an instrumental role in shaping our Company’s internal financial and accounting systems, and we wish him the best of luck in his future endeavors. We are confident in the strength of our financial team that Lance helped build and are confident in Yoshi’s ability to shepherd the Company through its next chapter as our Chief Accounting Officer, as we look to fill the CFO position,” stated Jeff Habersetzer, Harbor Custom Development’s current Chief Operating Officer, and expected Chief Executive Officer, effective on July 12, 2023.

Harbor’s CFO, Lance Brown, announced his resignation effective July 21, 2023.

Yoshi Niino, who currently serves as Harbor’s Director of Accounting, is expected to be promoted to Chief Accounting Officer.

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. As a land developer and builder of apartments, and single-family luxury homes, Harbor Custom Development’s business strategy is to acquire and develop land strategically based on an understanding of population growth patterns, entitlement restrictions, infrastructure development, and geo-economic forces. Harbor focuses on acquiring land with scenic views or convenient access to freeways and public transportation to develop and sell residential lots, new home communities, and multi-story apartment properties within a 20 to 60-minute commute of the nation’s fastest-growing metro employment corridors.

Forward-Looking Statements

Certain statements in this press release constitute “forward-looking statements” within the meaning of the federal securities laws. Words such as “may,” “might,” “should,” “believe,” “expect,” “anticipate,” “estimate,” “continue,” “predict,” “forecast,” “project,” “plan,” “intend” or similar expressions, or statements regarding intent, belief, or current expectations, are forward-looking statements. These forward-looking statements are based upon current estimates and assumptions. While the Company believes these forward-looking statements are reasonable, undue reliance should not be placed on any such forward-looking statements, which are based on information available to us on the date of this release. These forward-looking statements are subject to various risks and uncertainties, including without limitation those set forth in the Company’s filings with the Securities and Exchange Commission. Thus, actual results could be materially different. The Company expressly disclaims any obligation to update or alter statements whether as a result of new information, future events or otherwise, except as required by law.

Investor Relations

Hanover International

IR@harborcustomdev.com

866-744-0974

XML

Cover	Jun. 20, 2023
Statement [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 20, 2023
Entity File Number	001-39266
Entity Registrant Name	Harbor Custom Development, Inc.
Entity Central Index Key	0001784567
Entity Tax Identification Number	46-4827436
Entity Incorporation, State or Country Code	WA
Entity Address, Address Line One	1201 Pacific Avenue
Entity Address, Address Line Two	Suite 1200
Entity Address, City or Town	Tacoma
Entity Address, State or Province	WA
Entity Address, Postal Zip Code	98402
City Area Code	(253)
Local Phone Number	649-0636
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Common Stock [Member]
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Trading Symbol	HCDI
Security Exchange Name	NASDAQ
8.0 % Series A Cumulative Convertible Preferred Stock
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Warrants
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Title of 12(b) Security	Warrants
Trading Symbol	HCDIW
Security Exchange Name	NASDAQ
Warrants 1 [Member]
Statement [Line Items]
Title of 12(b) Security	Warrants
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Security Exchange Name	NASDAQ