Form S-8 POS - Securities to be offered to employees in employee benefit plans, post-effective amendments
22 April 2024 - 10:26PM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on April 22, 2024
Registration
No. 333-257462
333-265609
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-8 REGISTRATION STATEMENT NO. 333-257462
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-8 REGISTRATION STATEMENT NO. 333-265609
UNDER
THE
SECURITIES ACT OF 1933
Harbor
Custom Development, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
Washington |
|
1531 |
|
46-4827436 |
(State
or Other Jurisdiction of
Incorporation
or Organization) |
|
(Primary
Standard Industrial
Classification
Code Number) |
|
(I.R.S.
Employer
Identification
Number) |
1201
Pacific Avenue, Suite 1200
Tacoma,
Washington 98402
(253)
649-0636
(Address,
Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Jeffrey
Habersetzer, Interim Chief Executive Officer and President
Harbor
Custom Development, Inc.
1201
Pacific Avenue, Suite 1200
Tacoma,
Washington 98402
(253)
649-0636
(Name,
Address Including Zip Code, and Telephone Number Including Area Code, of Agent for Service)
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer |
☐ |
Accelerated
filer |
☐ |
|
|
|
|
Non-accelerated
filer |
☒ |
Smaller
reporting company |
☒ |
|
|
|
|
|
|
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 7(a)(2)(B) of the Securities Act. ☐
DEREGISTRATION
OF SECURITIES
This
Post-Effective Amendment relates to the following Registration Statements on Form S-8 (collectively, the “Registration Statements”),
originally filed by Harbor Custom Development, Inc., a Washington corporation (the “Company”), with the Securities
and Exchange Commission:
● |
Registration
No. 333-257462, filed on Form S-8 on June 28, 2021, pertaining to the registration of an aggregate of 1,375,676 shares of the Company’s
common stock that may be issued pursuant to the Company’s 2018 Incentive and Nonstatutory Stock Option Plan (the “2018
Plan”) and the 2020 Restricted Stock Plan (the “2020 Plan”). |
|
|
● |
Registration
No. 333-265609, filed on Form S-8 on June 15, 2022, pertaining to the registration of 2,000,000 additional shares of the Company’s
common stock under an Amendment to the 2018 Plan and 2,000,000 additional shares of common stock under an Amendment to the 2020 Plan. |
On
December 11, 2023, the Company, along with certain of its subsidiaries, 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”).
The Chapter 11 Case is being jointly administered under the caption In re Harbor Custom Development, Inc., et al., Case No. 23-42180-MJH.
As
a result of the Chapter 11 Cases, the Company is terminating all offerings of securities pursuant to the Registration Statements. In
accordance with an undertaking made by the Company in the Registration Statements to remove from registration, by means of a post-effective
amendment, any of the securities that had been registered for issuance that remain unsold at the termination of such offerings, the Company
hereby removes from registration all of such securities registered but unsold under the Registration Statements.
SIGNATURES
Pursuant
to the requirements of the Securities Act, the undersigned registrant certifies that it has duly caused this Post-Effective Amendment
to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in Tacoma, Washington on April
22, 2024.
HARBOR
CUSTOM DEVELOPMENT, INC. |
|
|
|
|
By: |
/s/
Jeffrey Habersetzer |
|
Name: |
Jeffrey
Habersetzer |
|
Title: |
Interim
Chief Executive Officer and Interim President |
|
No
other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.
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