UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-A

 

For Registration of Certain Classes of Securities

Pursuant to Section 12(b) or 12(g) of the

Securities Exchange Act of 1934

 

HARBOR CUSTOM DEVELOPMENT, INC.
(Exact name of registrant as specified in its charter)

 

Washington   46-4827436

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

11505 Burnham Drive, Suite 301

Gig Harbor, Washington

  98332
(Address of principal executive offices)   (Zip Code)

 

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

 

Title of each class

to be so registered

 

Name of each exchange on

which each class is to be registered

Warrants to purchase Common Stock   The Nasdaq Stock Market LLC

 

If this Form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. ☒

 

If this Form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐

 

If this Form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐

 

Securities Act registration statement or Regulation A offering statement file number to which this form relates: 333- 259465

 

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

 

None
(Title of class)

 

 

 

 
 

 

INFORMATION REQUIRED IN REGISTRATION STATEMENT

 

Item 1. Description of the Registrant’s Securities to be Registered.

 

The securities to be registered hereby are the Warrants to purchase common stock, no par value per share (the “Warrants”), of Harbor Custom Development, Inc., a Washington corporation (the “Registrant”). The description of the Registrant’s Warrants are included under the heading “Description of the Securities That We Are Offering” contained in the Registrant’s registration statement on Form S-1 (File No. 333-259465), filed with the Securities and Exchange Commission on September 10, 2021, as amended by one or more amendments to such registration statement filed with the Commission after such date and by any prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended, in connection with the offering of securities registered under such registration statement, which description is incorporated herein by reference.

 

The Warrants to be registered hereunder have been approved for listing on The Nasdaq Capital Market of The Nasdaq Stock Market LLC under the symbol “HCDIZ.”

 

Item 2. Exhibits.

 

Exhibit Number   Description   Form   Exhibit   Filing Date   Filed Herewith
3.1   Certificate of Conversion and Articles of Incorporation of the Registrant filed with the Washington Secretary of State on October 1, 2018   S-1   3.1   03/31/2020    
3.2   Amended and Restated Articles of Incorporation of the Registrant filed with the Washington Secretary of State on December 7, 2018   S-1   3.2   03/31/2020    
3.3   Amended and Restated Articles of Incorporation of the Registrant filed with the Washington Secretary of State on August 1, 2019   S-1   3.3   03/31/2020    
3.4   2nd Amended and Restated Bylaws of the Registrant, dated January 15, 2020   S-1   3.4   03/31/2020    
3.5   Amended Articles of Incorporation of the Registrant filed with the Washington Secretary of State on April 16, 2020   S-1/A   3.5   04/28/2020    
4.1   Form of Warrant Agency Agreement   S-1   4.4   09/24/2021    

 

 
 

 

SIGNATURE

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

  HARBOR CUSTOM DEVELOPMENT, INC.
   
Date: September 24, 2021 By: /s/ Sterling Griffin
    Sterling Griffin
    Chief Executive Officer and President