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): November 4, 2014
REVEN HOUSING REIT, INC.
(Exact Name of Registrant as Specified in
Its Charter)
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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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7911 Herschel Avenue, Suite 201
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 240.14d-2(b)
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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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Item 2.01 Completion of Acquisition or Disposition of Assets.
Memphis 60 (Tennessee)
On November 4, 2014, Reven Housing REIT,
Inc. (the “Company”), through a wholly owned subsidiary, closed on the acquisition of three properties located in the
Memphis, Tennessee, metropolitan area, pursuant to that certain Single Family Homes Real Estate Purchase and Sale Agreement dated
April 24, 2014, as amended on May 31, 2014, June 19, 2014, June 30, 2014, and July 22, 2014 (the “Memphis 60 Agreement”),
with H&J Properties, LLC, a Tennessee limited liability company, Memphis Cash Flow, GP, a Tennessee general partnership, and
Equity Trust Company Custodian FBO Hulet T. Gregory IRA Z108673 (collectively, the “Memphis 60 Sellers”). The three
acquired properties are part of a portfolio of 60 single-family homes subject to the Memphis 60 Agreement, of which a total of
56 properties were previously acquired by the Company on July 28, 2014 and September 11, 2014. The Memphis 60 Sellers do not have
a material relationship with the Company and the acquisition was not an affiliated transaction.
The contract purchase price for the three
acquired properties was approximately $180,000, exclusive of closing costs. The Company funded 100% of the purchase with cash that
was released from the escrow holdback subject to the Memphis 60 Agreement. The three acquired properties average 1,676 square feet
and are three-bedroom, two-bath homes. All of the acquired properties are subject to one-year leases.
Memphis 22 (Tennessee)
On November 7, 2014, the Company, through
a wholly owned subsidiary, closed on the acquisition of 21 properties located in the Memphis, Tennessee, metropolitan area, pursuant
to that certain Single Family Homes Real Estate Purchase and Sale Agreement dated September 9, 2014 (the “Memphis 22 Agreement”),
with Gregory Griffin, an individual (the “Memphis 22 Seller”). The acquired properties are part of a portfolio of 22
single-family homes subject to the Memphis 22 Agreement. The Memphis 22 Seller does not have a material relationship with the Company
and the acquisition was not an affiliated transaction.
The contract purchase price for the 21 acquired
properties was $1,724,909, exclusive of closing costs. The Company funded 100% of the purchase with cash. The 21 acquired properties
average 1,636 square feet and are mostly three-bedroom, two bath homes. Of the acquired properties, 12 are currently subject to
one-year leases and 9 properties are subject to two-year leases.
The Company issued a press release regarding
the two separate acquisitions Memphis, Tennessee properties on November 10, 2014, a copy of which is filed herewith as Exhibit
99.1.
Item 5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
(a) On November 5, 2014 (“Reverse Stock Split Effective
Time”), the Company filed Articles of Amendment to its Articles of Incorporation effecting a reverse stock split (the “Reverse
Stock Split”) such that every 20 shares of the Company’s common stock (the “Common Stock”) that were issued
and outstanding immediately prior to the Reverse Stock Split Effective Time were combined into one issued and outstanding share
of Common Stock, with any fractional share rounded up to the nearest whole share. The Articles of Amendment also provided that
the par value per share of the Common Stock after the Reverse Stock Split is $0.001 per share, which was the par value per share
of the Common Stock immediately prior to the Reverse Stock Split.
The foregoing description of the
Articles of Amendment effecting the Reverse Stock Split is qualified in its entirety by reference to the full text of the
Articles of Amendment, which are attached hereto as Exhibit 3(i).1 and are incorporated herein by reference. The Company
issued press releases regarding the Reverse Stock Split on November 6, 2014 and on November 7, 2014, copies of which are
filed herewith as Exhibit 99.2 and Exhibit 99.3, respectively.
Immediately after the Reverse Stock Split
Effective Time, the Company also amended its Articles of Incorporation to decrease the total number of authorized shares of Common
Stock to 100,000,000 from 600,000,000. The foregoing description of the Articles of Amendment decreasing the total number of authorized
shares of Common Stock is qualified in its entirety by reference to the full text of the Articles of Amendment, which are attached
hereto as Exhibit 3(i).2 and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
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(d) Exhibits.
The following exhibits are filed with this report:
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Exhibit 3(i).1
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Articles of Amendment Effective November 5, 2014 (Reverse Stock Split).
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Exhibit 3(i).2
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Articles of Amendment Effective November 5, 2014 (Decrease of Authorized Common).
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Exhibit 99.1
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Press release dated November 10, 2014.
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Exhibit 99.2
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Press release dated November 6, 2014.
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Exhibit
99.3
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Press release dated November 7, 2014.
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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: November 10, 2014
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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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Exhibit 3(i).1
REVEN HOUSING REIT, INC.
ARTICLES OF AMENDMENT
Reven Housing REIT, Inc., a Maryland corporation
(the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:
FIRST
: The charter of the Corporation
is hereby amended to provide that, immediately upon the Reverse Stock Split Effective Time (as defined below), every 20 shares
of Common Stock, par value $0.001 par value per share (the “Common Stock”), of the Corporation that were issued and
outstanding immediately prior to the Reverse Stock Split Effective Time shall be combined into one issued and outstanding share
of Common Stock, par value $0.02
per share, with any fractional share rounded up to the nearest whole share.
SECOND
: The amendment to the charter
of the Corporation as set forth in Article FIRST above has been duly advised by the Board of Directors of the Corporation and approved
by the stockholders of the Corporation as required by law.
THIRD
: The charter of the Corporation
is hereby amended, effective immediately after the Reverse Stock Split Effective Time, to decrease the par value of the shares
of Common Stock of the Corporation issued and outstanding immediately after the Reverse Stock Split Effective Time from $0.02
per share to $0.001 per share.
FOURTH
: The amendment to the charter
of the Corporation as set forth in Article THIRD above has been duly approved by a majority of
the entire Board of Directors
of the Corporation as required by law. The amendment set forth in Article THIRD above is limited to a change expressly authorized
by Section 2-605(a)(2) of the Maryland General Corporation Law to be made without action by the stockholders of the Corporation.
FIFTH
: There has been no increase
in the authorized stock of the Corporation effected by the amendments to the charter of the Corporation as set forth above.
SIXTH
: These Articles of Amendment
shall become effective at 5:00 p.m. on November 5, 2014 (the “Reverse Stock Split Effective Time”).
The undersigned acknowledges these Articles
of Amendment to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the
undersigned acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material
respects and that this statement is made under the penalties for perjury.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the Corporation has
caused these Articles of Amendment to be executed in its name and on its behalf by its Chief Executive Officer and attested to
by its Chief Financial Officer and Secretary on this 5th day of November, 2014.
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ATTEST:
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REVEN HOUSING REIT, INC.
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/s/ Thad Meyer
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By: /s/ Chad M. Carpenter
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Thad Meyer
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Chad M. Carpenter
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Chief Financial Officer
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Chief Executive Officer
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and Secretary
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Exhibit 3(i).2
REVEN HOUSING REIT, INC.
ARTICLES OF AMENDMENT
Reven Housing REIT, Inc., a Maryland corporation
(the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:
FIRST
: The charter of the Corporation
(the “Charter”) is hereby amended by deleting therefrom in its entirety the first two sentences of Section 6.1 of Article
VI and inserting in lieu thereof two new sentences to read as follows:
“The Corporation has authority
to issue 125,000,000 shares of stock, consisting of 100,000,000 shares of Common Stock, $0.001 par value per share (“Common
Stock”), and 25,000,000 shares of Preferred Stock, $0.001 par value per share (“Preferred Stock”). The aggregate
par value of all authorized shares of stock having par value is $125,000.”
SECOND
: The total number of shares
of stock which the Corporation had authority to issue immediately prior to the foregoing amendment of the Charter was 625,000,000
shares of stock, consisting of 600,000,000 shares of common stock, $0.001 par value per share, and 25,000,000 shares of preferred
stock, $0.001 par value per share. The aggregate par value of all authorized shares of stock having par value was $625,000.
THIRD
: The total number of shares
of stock which the Corporation has authority to issue pursuant to the foregoing amendment of the Charter is 125,000,000 shares
of stock, consisting of 100,000,000 shares of common stock, $0.001 par value per share, and 25,000,000 shares of preferred stock,
$0.001 par value per share. The aggregate par value of all authorized shares of stock having par value is $125,000.
FOURTH
: The information required
by Section 2-607(b)(2)(i) of the Maryland General Corporation Law (the “MGCL”) is not changed by the foregoing amendment
of the Charter.
FIFTH
: The foregoing amendment of
the Charter was approved by a majority of the entire Board of Directors of the Corporation as required by law and was limited to
a change expressly authorized to be made without any action by the stockholders of the Corporation by the Charter and Section 2-105(a)(13)
of the MGCL.
SIXTH
: These Articles of Amendment
shall become effective at 5:01 p.m. on November 5, 2014.
The undersigned Chief Executive Officer
of the Corporation acknowledges these Articles of Amendment to be the corporate act of the Corporation and, as to all matters or
facts required to be verified under oath, the undersigned Chief Executive Officer acknowledges that, to the best of his knowledge,
information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties
for perjury.
IN WITNESS WHEREOF, the Corporation
has caused these Articles of Amendment to be executed in its name and on its behalf by its Chief Executive Officer and attested
to by its Chief Financial Officer and Secretary on this 5th day of November, 2014.
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ATTEST:
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REVEN HOUSING REIT, INC.
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/s/ Thad Meyer
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By: /s/ Chad M. Carpenter
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Thad Meyer
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Chad M. Carpenter
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Chief Financial Officer
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Chief Executive Officer
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and Secretary
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Exhibit 99.1
Reven Housing REIT Acquires Additional
Homes in Jacksonville, Florida and Memphis, Tennessee
La Jolla, California, November, 10, 2014 – Reven Housing
REIT, Inc. ("Reven" or the "Company") (OTCBB: RVEND) today announced that it has acquired 26 single-family
homes in three separate closings. Two additional homes in Jacksonville, Florida were acquired on October 30, 2014 and 24 homes
in Memphis, Tennessee were acquired from two separate sellers on November 4, 2014 and November 7, 2014, respectively. The aggregate
purchase price for all 26 homes was approximately $2,039,336, exclusive of closing costs. The Company funded 100% of the purchase
with cash. The acquired properties average 1,650 square feet and are mostly three-bedroom, two bath homes. Of the acquired properties,
14 are currently subject to one-year leases, and 12 are subject to multi-year leases.
Chad M. Carpenter, Chairman and Chief Executive Officer of Reven,
commented, “We recently consummated the delayed closings of acquisitions of additional properties that are part of our existing
portfolio purchase contracts once these homes were fixed, leased and occupied, satisfying certain of our acquisition criteria that
homes be fixed, leased and occupied before we close escrow in accordance with our investment strategy of reducing risk and increasing
cash flow with our portfolio acquisitions. In addition, we completed the acquisition of a new portfolio of 21 homes from a new
seller in Memphis. Reven now owns a total of 319 homes, 168 in Houston, 93 in Memphis, 49 in Jacksonville and 9 in Atlanta.”
Reven is also under contract to acquire an additional 210 homes,
110 in Jacksonville, Florida and 100 homes in Houston Texas pursuant to three separate contracts with multiple sellers. Additional
information regarding these purchase contracts can be found in the Company’s Current Reports on Form 8-K filed with the Securities
and Exchange Commission on September 17, 2014, September 30, 2014, and November 4, 2014, respectively.
About Reven Housing REIT, Inc.
Reven Housing REIT is engaged in the acquisition, ownership
and operation of portfolios of leased single-family homes in the United States. RVEND currently owns and operates SFR's in Florida,
Georgia, Mississippi, Tennessee, Texas and intends to expand throughout the United States. Reven operates its portfolio properties
as single-family rentals, or SFRs, and it generates most of its revenue from rental income of the existing tenants of the SFRs
that Reven has acquired. Reven’s business plan involves acquiring portfolios of rented houses from investors who have bought
them low, fixed and rented them; and generating current income from profits from rentals and appreciation of houses. Reven intends
to take all necessary steps to qualify as a real estate investment trust (“REIT”) under the Internal Revenue Code,
as amended. However, no assurance can be given that it will qualify or remain qualified as a REIT.
Forward Looking Statement
This press release contains forward-looking statements that
relate to expectations, beliefs, projections, future plans and strategies, anticipated events and similar expressions. Forward-looking
statements may be identified by use of words such as “may,” “will,” “should,” “expects,”
“intends,” “plans,” “anticipates,” “believes,” “estimates,” or “potential”
or similar words or phrases which are predictions of or indicate future events or trends. Statements such as those concerning potential
acquisition activity, investment objectives, strategies, opportunities, other plans and objectives for future operations or economic
performance are based on the Company’s current expectations, plans, estimates, assumptions and beliefs that involve numerous
risks and uncertainties. Any of these statements could prove to be inaccurate and actual events or investments and results of operations
could differ materially from those expressed or implied, including the ability of the Company to qualify and operate as a REIT.
To the extent that the Company’s assumptions differ from actual results, the Company’s ability to meet such forward-looking
statements, including its ability to invest in a diversified portfolio of quality real estate investments and to qualify and operate
as a REIT, may be significantly and negatively impacted. You are cautioned not to place undue reliance on any forward-looking statements
and the Company disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying
assumptions or factors, new information, future events or other changes. Please refer to Company’s Annual Report on Form
10-K filed with the Securities and Exchange Commission on for the year ended December 31, 2013 filed with the SEC on March 25,
2014, and subsequently filed SEC reports, for further information.
For More Information, Contact:
Cole Carpenter
Reven Housing REIT, Inc.
7911 Hershel Ave., #201
La Jolla, California 92037
(858) 459-4000
Exhibit 99.2
Reven Housing REIT Effects Reverse Stock
Split
La Jolla, California, November 6, 2014 – Reven Housing
REIT, Inc. ("Reven" or the "Company") (OTCQB: RVEN) today announced the effectiveness of a 1-for-20 reverse
stock split of issued Reven common stock. Reven common stock will begin trading on a split-adjusted basis on the OTCQB market at
the opening of trading tomorrow, November 7, 2014.
Chad M. Carpenter, Chairman and Chief Executive Officer of Reven,
commented, “Reven continues to execute on our business plan. We are successfully closing additional acquisitions of single-family
homes in our target markets, growing our portfolio. Effecting this reverse stock split is intended to allow for greater visibility
amongst the national investment community and take us a step closer towards a possible listing on NASDAQ, a national exchange.”
The reverse stock split will affect all shares of the Company`s
common stock outstanding immediately prior to the effective time of the reverse stock split, as well as the number of shares of
common stock available for issuance under the Company`s equity incentive plan. In addition, the reverse stock split will effect
a reduction in the number of shares of common stock issuable upon the exercise of warrants outstanding immediately prior to the
effectiveness of the reverse stock split, with a proportional increase in the exercise price. No fractional shares will be issued
as a result of the reverse stock split. In lieu of issuing fractional shares, the Company will round up to one whole share of Common
Stock in the event a stockholder would be entitled to receive a fractional share of Common Stock.
Additional information regarding the reverse stock split can
be found in the Company’s definitive information statement filed with the Securities and Exchange Commission on March 10,
2014.
About Reven Housing REIT, Inc.
Reven Housing REIT is engaged in the acquisition, ownership
and operation of portfolios of leased single-family homes in the United States. RVEN currently owns and operates SFR's in Florida,
Georgia, Mississippi, Tennessee, Texas and intends to expand throughout the United States. Reven operates its portfolio properties
as single-family rentals, or SFRs, and it generates most of its revenue from rental income of the existing tenants of the SFRs
that Reven has acquired. Reven’s business plan involves acquiring portfolios of rented houses from investors who have bought
them low, fixed and rented them; and generating current income from profits from rentals and appreciation of houses. Reven intends
to take all necessary steps to qualify as a real estate investment trust (“REIT”) under the Internal Revenue Code,
as amended. However, no assurance can be given that it will qualify or remain qualified as a REIT.
Forward Looking Statement
This press release contains forward-looking statements that
relate to expectations, beliefs, projections, future plans and strategies, anticipated events and similar expressions. Forward-looking
statements may be identified by use of words such as “may,” “will,” “should,” “expects,”
“intends,” “plans,” “anticipates,” “believes,” “estimates,” or “potential”
or similar words or phrases which are predictions of or indicate future events or trends. Statements such as those concerning potential
acquisition activity, investment objectives, strategies, opportunities, other plans and objectives for future operations or economic
performance are based on the Company’s current expectations, plans, estimates, assumptions and beliefs that involve numerous
risks and uncertainties. Any of these statements could prove to be inaccurate and actual events or investments and results of operations
could differ materially from those expressed or implied, including the ability of the Company to qualify and operate as a REIT.
To the extent that the Company’s assumptions differ from actual results, the Company’s ability to meet such forward-looking
statements, including its ability to invest in a diversified portfolio of quality real estate investments and to qualify and operate
as a REIT, may be significantly and negatively impacted. You are cautioned not to place undue reliance on any forward-looking statements
and the Company disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying
assumptions or factors, new information, future events or other changes. Please refer to Company’s Annual Report on Form
10-K filed with the Securities and Exchange Commission on for the year ended December 31, 2013 filed with the SEC on March 25,
2014, and subsequently filed SEC reports, for further information.
For More Information, Contact:
Cole Carpenter
Reven Housing REIT, Inc.
7911 Hershel Ave., #201
La Jolla, California 92037
(858) 459-4000
Exhibit 99.3
Reven Housing REIT Assigned Temporary
Ticker Symbol RVEND
La Jolla, California, November 7, 2014 – Reven Housing
REIT, Inc. ("Reven" or the "Company") (OTCQB: RVEND) today announced the completion of a 1-for-20 reverse stock
split of issued Reven common stock. Reven common stock has begun trading on a split-adjusted basis on the OTCQB market under the
new temporary Ticker Symbol
RVEND
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RVEND
is an assigned temporary symbol by FINRA and the D will be removed in 20
business days
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About Reven Housing REIT, Inc.
Reven Housing REIT is engaged in the acquisition, ownership
and operation of portfolios of leased single-family homes in the United States. RVEN currently owns and operates SFR's in Florida,
Georgia, Mississippi, Tennessee, Texas and intends to expand throughout the United States. Reven operates its portfolio properties
as single-family rentals, or SFRs, and it generates most of its revenue from rental income of the existing tenants of the SFRs
that Reven has acquired. Reven’s business plan involves acquiring portfolios of rented houses from investors who have bought
them low, fixed and rented them; and generating current income from profits from rentals and appreciation of houses. Reven intends
to take all necessary steps to qualify as a real estate investment trust (“REIT”) under the Internal Revenue Code,
as amended. However, no assurance can be given that it will qualify or remain qualified as a REIT.
Forward Looking Statement
This press release contains forward-looking statements that
relate to expectations, beliefs, projections, future plans and strategies, anticipated events and similar expressions. Forward-looking
statements may be identified by use of words such as “may,” “will,” “should,” “expects,”
“intends,” “plans,” “anticipates,” “believes,” “estimates,” or “potential”
or similar words or phrases which are predictions of or indicate future events or trends. Statements such as those concerning potential
acquisition activity, investment objectives, strategies, opportunities, other plans and objectives for future operations or economic
performance are based on the Company’s current expectations, plans, estimates, assumptions and beliefs that involve numerous
risks and uncertainties. Any of these statements could prove to be inaccurate and actual events or investments and results of operations
could differ materially from those expressed or implied, including the ability of the Company to qualify and operate as a REIT.
To the extent that the Company’s assumptions differ from actual results, the Company’s ability to meet such forward-looking
statements, including its ability to invest in a diversified portfolio of quality real estate investments and to qualify and operate
as a REIT, may be significantly and negatively impacted. You are cautioned not to place undue reliance on any forward-looking statements
and the Company disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying
assumptions or factors, new information, future events or other changes. Please refer to Company’s Annual Report on Form
10-K filed with the Securities and Exchange Commission on for the year ended December 31, 2013 filed with the SEC on March 25,
2014, and subsequently filed SEC reports, for further information.
For More Information, Contact:
Cole Carpenter
Reven Housing REIT, Inc.
7911 Hershel Ave., #201
La Jolla, California 92037
(858) 459-4000