Current Report Filing (8-k)
05 Novembro 2018 - 8:06PM
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): November 1, 2018
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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¨
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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.
Oklahoma City 89 Purchase and Sale Agreement
On November 1, 2018,
Reven Housing REIT, Inc. (the “Company”) entered into a Single Family Homes Real Estate Purchase and Sale Agreement
(the “Agreement”) with TB Rentals, LLC, ( “Seller”), to purchase a portfolio of up to 89 single-family
homes located in the Oklahoma City, Oklahoma metropolitan area from the Seller. The Seller is unaffiliated with the Company.
The Agreement provides
for a deposit of $71,000 and a total contract purchase price for the 89 properties of $7,100,000, including closing costs and subject
to certain adjustments.
For a period commencing
on the effective date of the agreement and ending on the 60
th
day following the Company’s receipt of certain due
diligence information (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 the Seller will
also have the option to exclude certain properties requiring repair and reduce the aggregate purchase price by amount attributable
to the excluded homes as long as the value attributed to such excluded properties does not exceed ten percent (10%) of the aggregate
purchase price of all properties acquired.
The Oklahoma City 89
Agreement provides that the closing for the purchase of the properties is to occur no later than the 30
th
day following
the end of the Due Diligence Period. The Company’s purchase of the 89 single-family homes is subject the Company’s
due diligence review of the properties. There can be no assurance that the Company will consummate the acquisition.
The foregoing description
of the 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 exhibit is 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: November 5, 2018
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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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