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): January 12, 2021

Harbor Custom Development, Inc.

(Exact name of registrant as specified in its charter)

11505 Burnham Dr., Suite 301

Gig Harbor, Washington 98332

(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):

Securities registered pursuant to Section 12(b) of the Act:

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 [X]

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 January 12, 2021, Harbor Custom Development, Inc., a Washington corporation (the “Company”), entered into an underwriting agreement (the “Underwriting Agreement”) with ThinkEquity, a division of Fordham Financial Management, Inc. (the “Underwriter”), pursuant to which the Company agreed to sell to the Underwriter in a firm commitment underwritten public offering (the “Offering”) 8,000,000 shares (the “Firm Shares”) of the Company’s common stock, no par value (the “Common Stock”) at a public offering price of $3.00 per share. In addition, the Company granted the Underwriter an over-allotment option to purchase up to an additional 1,200,000 shares of Common Stock, at a public offering price of $3.00 per share.

The shares of common stock were offered by the Company pursuant to registration statements on Form S-1 (File Nos. 333-251946 and 333-252064), filed with the Securities and Exchange Commission (the “Commission”). ThinkEquity acted as sole book-running manager for the Offering.

The net proceeds to the Company from the Offering, after deducting the underwriting discount and the Underwriter’s fees and expenses were $21,908,002. The Company anticipates using the net proceeds from the Offering primarily for land acquisition, construction, and development, debt reduction, and working capital.

Also under the terms of the Underwriting Agreement, the Company, upon closing of the Offering, issued warrants to the Underwriter (the “Representative’s Warrants”) to purchase an aggregate of 400,000 shares of common stock (5% of the Firm Shares). The Representative’s Warrants are exercisable at a per share price of $3.75 (equal to 125% of the Offering price of the Company’s common stock). The Representative’s Warrants are exercisable for a term of four years and six months beginning on July 12, 2021.

The Underwriting Agreement contains customary representations and warranties that the parties made to, and solely for the benefit of, the other party in the context of all of the terms and conditions of that agreement and in the context of the specific relationship between the parties. The provisions of the Underwriting Agreement, including the representations and warranties contained therein, are not for the benefit of any party other than the parties to such agreements and are not intended as documents for the investors and the public to obtain factual information about the current state of affairs of the parties to those documents and agreements. Rather, investors and the public should look to other disclosures contained in the Company’s filings with the Commission.

The foregoing summary of the terms of the Underwriting Agreement is subject to, and qualified in its entirety by reference to, a copy of the Underwriting Agreement that is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 8.01. Other Events.

On January 12, 2021, the Company issued a press release announcing the pricing of the Offering. On January 15, 2021, the Company issued a press release announcing the closing of the Offering. Copies of these press releases are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated herein by reference.

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.