Current Report Filing (8-k)
07 September 2017 - 8:02PM
Edgar (US Regulatory)
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): September 6, 2017
REVEN HOUSING REIT, INC.
(Exact Name of Registrant as Specified in
Its Charter)
Maryland
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000-54165
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84-1306078
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification Number)
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875 Prospect Street, Suite 304
La Jolla, CA 92037
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(Address of principal executive offices)
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(858) 459-4000
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(Registrant’s telephone number, including area code)
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Not applicable
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(Former name or former address, if changed since last report)
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Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions.
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Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12))
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Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
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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
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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.
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Item 1.01 Entry into a Material Definitive Agreement.
Birmingham 50 Purchase and Sale Agreement
On September 6, 2017,
Reven Housing Alabama, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Reven Housing REIT, Inc. (the
“Company”), entered into a Single Family Homes Real Estate Purchase and Sale Agreement (the “Birmingham 50 Agreement”)
with A&J Investments, LLC, an Alabama limited liability company, and MFJ, LLC, an Alabama limited liability company (collectively,
the “Birmingham 50 Sellers”), to purchase a portfolio of up to 50 single-family homes located in the Birmingham, Alabama
metropolitan area from the Birmingham 50 Sellers. The Birmingham 50 Sellers are unaffiliated with the Company.
The Birmingham 50 Agreement
provides for a deposit of $32,390 within five business days of the execution of the agreement, and a total contract purchase price
for the 50 properties of $3,239,000, including closing costs and subject to certain adjustments.
For a period commencing
on the effective date of the agreement and ending on October 6, 2017 (the “Due Diligence Period”), the Company may
conduct inspections to determine whether the properties are suitable for the Company’s purposes, in the Company’s sole
discretion, including, without limitation, whether there are any necessary repairs or improvements to bring the properties into
compliance with the applicable local building code, if recommended. If the Company elects to proceed with the transaction after
the expiration of the Due Diligence Period, the Seller will, at its option, conduct the repairs at its cost or reduce the purchase
price by the amount of such costs, provided that if the aggregate costs of such repairs exceed 2.5% of the purchase price, the
Seller will also have the option to exclude up to five properties requiring repair and reduce the aggregate purchase price by amount
attributable to the excluded homes.
The Birmingham 50 Agreement
provides that the closing for the purchase of the properties is to occur within 30 days after the expiration of the Due Diligence
Period. The Company’s purchase of the 50 single-family homes is subject the Company’s due diligence review of the properties
and the Company’s receipt of the additional capital or financing commitments. There can be no assurance that the Company
will consummate the acquisition.
The foregoing description
of the Birmingham 50 Agreement is qualified in its entirety by reference to the full text of the agreement, which is attached hereto
as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
.
The following exhibits are filed with this
report:
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.
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REVEN HOUSING REIT, INC.
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Dated: September 6, 2017
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/s/ Chad M. Carpenter
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Chad M. Carpenter,
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Chief Executive Officer
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