8-K

HARBOR DIVERSIFIED, INC.

Date: March 1, 2023

/s/ Christine R. Deister

Christine R. Deister

Chief Executive Officer and Secretary

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): February 23, 2023

Commission File Number 001-34584

HARBOR DIVERSIFIED, INC.

(Exact name of registrant as specified in its charter)

Delaware

13-3697002

(State of incorporation)

(I.R.S. Employer

Identification No.)

W6390 Challenger Drive, Suite 203

Appleton, WI

54914-9120

(Address of principal executive offices)

(Zip Code)

(920) 749-4188

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

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:

☐	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: None.

Title of each class

Trading
Symbol(s)

Name of each exchange

on which registered

None

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 1.01

Entry into a Material Definitive Agreement.

On February 23, 2023, Air Wisconsin Airlines LLC (“Air Wisconsin”), which is an indirect wholly owned subsidiary of Harbor Diversified, Inc. (the “Company”), entered into an amendment (the “Amendment”), effective as of March 1, 2023, to the capacity purchase agreement (“American capacity purchase agreement”) with American Airlines, Inc. (“American”). The Amendment provides, among other things:

•

a revision to the compensation rates for 2023 through 2027; and

•

the payment of a fixed amount from American to Air Wisconsin in 2023 to assist Air Wisconsin with current pilot compensation.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a redacted copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ending March 31, 2023.