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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): February 15, 2024
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: 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. ☐
*The
Nasdaq Stock Market LLC filed a Form 25-NSE on February 15, 2024 to deregister the Company’s securities under Section 12(b) of
the Securities Exchange Act of 1934, as amended.
Item
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As
previously disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission (the “Commission”)
on December 27, 2023 (the “December 27, 2023 Report”), due to the Bankruptcy Petition (defined below), other pending matters,
and in accordance with Listing Rules 5101, 5110(b) and IM-5101-1, The Nasdaq Stock Market LLC (“Nasdaq”) suspended trading
of the Company’s securities on December 21, 2023.
On
December 21, 2023, the Company’s securities began trading over the counter on the OTC Markets’ Pink Current Information under
the symbols “HCDIQ,” “HCDPQ,” “HCDWQ,” and “HCDZQ.”
On
February 15, 2024, Nasdaq filed a Form 25-NSE with the Commission which will remove all of the Company’s securities from listing
and registration on Nasdaq.
Item
8.01. Other Events
Also
as previously disclosed in the December 27, 2023 Report, the Company 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 “Chapter 11 Case”)
on December 11, 2023. The Chapter 11 Case is being jointly administered under the caption In re Harbor Custom Development, Inc., et al.,
Case No. 23-42180-MJH.
On
February 16, 2024, the Company issued a press release announcing its intention to file a Chapter 11 plan (the “Chapter 11 Plan”)
to the Bankruptcy Court approximately in late February proposing the orderly wind down of the Company’s operations and the voluntary
liquidation of all of its remaining assets, rather than a restructuring of its business. The proposed Chapter 11 Plan is subject to the
approval of the Bankruptcy Court.
Further,
the Company disclosed that they retained Keen-Summit Capital Partners LLC (“Keen”), an investment banking firm, to manage
the sale of the Company’s multi-family real estate portfolio. The portfolio includes the Belfair View Apartments in Belfair, Washington;
the Bridgeview Trail Apartments in Port Orchard, Washington; the Meadowscape Apartments in Olympia, Washington; and the Pacific Ridge
Apartments in Tacoma, Washington. Any sale by Keen is subject to approval by the Bankruptcy Court.
The
full text of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein.
Additional
Information on the Chapter 11 Cases
Court
filings and information about the Case, including the Order, can be found at https://cases.creditorinfo.com/hcdi. The documents and other
information available via website or elsewhere are not part of this Current Report and shall not be deemed incorporated herein.
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:
February 20, 2024 |
By: |
/s/
Jeff Habersetzer |
|
|
Jeff
Habersetzer |
|
|
Interim
Chief Executive Officer and Interim President |
Exhibit
99.1
![](https://www.sec.gov/Archives/edgar/data/1784567/000149315224007358/ex99-1_001.jpg)
Harbor
Custom Development, Inc., Announces Intentions to Liquidate via Chater 11 Plan
TACOMA,
Wash., February 16, 2024, (GLOBENEWSWIRE) – As previously announced, on December 11, 2023, Harbor Custom Development, Inc. (OTC
PK: HCDIQ, HCDPQ, HCDWQ, HCDZQ) (collectively with certain of its wholly owned subsidiaries described below, “the Company”)
voluntarily filed for protection under Chapter 11 of the United States Bankruptcy Code in the Western District of Washington at Tacoma.
The Company today announced its plan to continue to wind down its operations and voluntarily liquidate all of its assets through an approved
Chapter 11 Plan.
The
Company has retained Keen-Summit Capital Partners LLC, a leading real estate brokerage and investment banking firm based in New York,
NY, to manage the sale of its premier multi-family real estate portfolio, which represents a rare opportunity to invest in one of the
Pacific Northwest’s thriving real estate markets. Keen-Summit has a well-deserved reputation for handling complex real estate transactions.
Shelly Crocker, the Company’s Chief Restructuring Officer stated, “Our decision to partner with Keen-Summit is a strategic
step towards maximizing value on our multi-family portfolio under a Chapter 11 Plan.”
The
multi-family portfolio includes four projects: Belfair View Apartments in Belfair, WA; Bridgeview Trail Apartments in Port Orchard, WA;
Meadowscape Apartments in Olympia, WA; and Pacific Ridge Apartments in Tacoma, WA. An auction has yet to be scheduled. Stalking horse
offers are being considered. Additional details are available in a virtual data room at HarborCustom-BankruptcySale.com. For direct
inquiries, contact Keen-Summit Capital Partners, 646-381-9222. The sale is subject to court approval.
The
Company explored the possibilities of restructuring its business to continue as a going concern, but unfortunately, has found no viable
plan to do so. Subject to approval of the Bankruptcy Court, the Company now intends to complete an orderly wind-down of its business,
including sales of its remaining assets in Washington, California, Florida and Texas, to maximize any potential recovery for the Company’s
creditors. The Company’s holdings near Semiahmoo, Washington will also be put on the market shortly. The Company believes it is
unlikely that the liquidation process will result in any material return to its equity shareholders.
The
Company plans to submit a Chapter 11 Plan proposing liquidation of its assets to the Bankruptcy Court for approval in late February.
Additional
Information
Resources
for the Company’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 Paranjpye 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 which is now in the process of winding-down its operations and liquidating
all of its assets pursuant to a proposed Chapter 11 Liquidation Plan, subject to Bankruptcy Court approval.
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 and approval of a Chapter 11 Liquidation Plan. 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 proposed Chapter 11 Liquidation
Plan and increased legal and other professional costs necessary to execute the Company’s Chapter 11 Liquidation Plan if approved;
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 United States Securities and Exchange Commission.
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.
Investor
Relations
IR@harborcustomdev.com
866-744-0974
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Harbor Custom Development (PK) (USOTC:HCDPQ)
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부터 6월(6) 2024 으로 7월(7) 2024
Harbor Custom Development (PK) (USOTC:HCDPQ)
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부터 7월(7) 2023 으로 7월(7) 2024