Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed, on August 30, 2019, Reven Housing REIT,
Inc., a Maryland corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger
Agreement”) with SOR PORT Holdings, LLC, a Maryland limited liability company (“Parent”), and SOR
PORT, LLC, a Maryland limited liability company and wholly-owned subsidiary of Parent (“Merger Sub”), pursuant
to which Merger Sub will merge with and into the Company (the “Merger”), with the Company continuing as the
surviving corporation and as a wholly-owned subsidiary of Parent. Parent and Merger Sub are indirect, wholly-owned subsidiaries
of KBS Strategic Opportunity REIT, Inc., a Maryland corporation. The Merger and the Merger Agreement were disclosed on a Current
Report on Form 8-K filed by the Company on September 3, 2019.
On September 20, 2019, the Company, Merger Sub and Parent entered
into an Amendment to the Agreement and Plan of Merger (the “Amendment”), pursuant to which the parties agreed
to amend certain terms of the Articles Supplementary setting forth the rights, preferences, privileges and voting powers of the
series of preferred stock, par value $0.001 per share, of the Company, designated “6.0% Series A Cumulative Convertible Redeemable
Preferred Stock,” the form of which is attached as Exhibit C to the Merger Amendment. Other than as set forth in the Amendment,
the terms of the Merger Agreement are unchanged.
The foregoing description of the Amendment is only a summary
and is qualified in its entirety by reference to the complete text of the Amendment, which is filed as Exhibit 2.1 to this Current
Report on Form 8-K and incorporated herein by reference.
No Offer or Solicitation
THE INFORMATION CONTAINED IN THIS CURRENT REPORT ON FORM 8-K
IS NOT INTENDED TO CONSTITUTE, AND SHALL NOT BE CONSTRUED AS, AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SHARES OF
SERIES A PREFERRED STOCK OR ANY OTHER SECURITIES OF THE COMPANY. THE SHARES OF SERIES A PREFERRED STOCK HAVE NOT BEEN AND WILL
NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED
OR SOLD IN THE UNITED STATES ABSENT REGISTRATION UNDER THE SECURITIES ACT OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT.
Forward-Looking Statements
This Current Report on Form 8-K includes forward-looking statements
within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act of 1934, as amended (the “Exchange
Act”). These forward-looking statements include, but are not limited to, statements regarding the Company’s proposed
Merger transaction with Parent, the financing of the proposed Merger transaction, all discussions, expressed or implied, all statements
regarding the Company’s expected future financial position, results of operations, cash flows, dividends, financing plans,
business strategy, budgets, capital expenditures, competitive positions, growth opportunities, plans and objectives of management,
and statements containing words such as “anticipate,” “approximate,” “believe,” “plan,”
“estimate,” “expect,” “project,” “could,” “would,” “should,”
“will,” “intend,” “may,” “potential,” “upside,” and other similar expressions.
All statements in this Current Report that are not historical facts are forward-looking statements that reflect the best judgment
of the Company based upon currently available information.
Such forward-looking statements are inherently uncertain, and
stockholders and other potential investors must recognize that actual results may differ materially from the Company’s expectations
as a result of a variety of factors, including, without limitation, those discussed below. Such forward-looking statements are
based upon management’s current expectations and include known and unknown risks, uncertainties and other factors, many of
which the Company is unable to predict or control, that may cause its actual results, performance or plans to differ materially
from any future results, performance or plans expressed or implied by such forward-looking statements. These statements involve
risks, uncertainties and other factors discussed below and detailed from time to time in the Company’s filings with the SEC.
Risks and uncertainties related to the proposed Merger include,
but are not limited to, potential adverse reactions or changes to business relationships resulting from the announcement or completion
of the Merger, uncertainties as to the timing of the Merger, adverse effects on the Company’s stock price resulting from
the announcement of the Merger or the failure of the Merger to be completed, competitive responses to the announcement of the Merger,
the risk of exceeding the expected costs of the Merger, the risk that potential adverse business operating results or increases
in our operating or transaction costs cause our unrestricted closing cash balance to be less than currently projected, the risk
that third-party approvals required for the consummation of the Merger are not obtained or are obtained subject to terms and conditions
that are not anticipated, risks related to disruption of management’s attention from the Company’s ongoing business
operations due to the transaction, litigation relating to the Merger, the inability to retain key personnel, any changes in general
economic and/or industry-specific conditions, adverse changes in U.S. and non-U.S. governmental laws and regulations, and the ability
of our stockholders to realize the anticipated benefits of the proposed Merger.
In addition to the factors set forth above, other factors that
may affect the Company’s plans, results or stock price are set forth in its most recent Annual Report on Form 10-K and in
its subsequently filed reports on Forms 10-Q and 8-K.
Many of these factors are beyond the Company’s control.
The Company cautions investors that any forward-looking statements made by it are not guarantees of future performance. The Company
disclaims any obligation to update any such factors or to announce publicly the results of any revisions to any of the forward-looking
statements to reflect future events or developments.
Additional Information and Where to Find It
This Current Report on Form 8-K is being filed with the U.S.
Securities and Exchange Commission (the “SEC”) in respect of the proposed Merger involving the Company, Parent
and Merger Sub. The Company will prepare an information statement (the “Information Statement”) for its stockholders
containing the information with respect to the Merger specified in Schedule 14C promulgated under the Exchange Act and describing
the proposed Merger and the other transactions contemplated by the Merger Agreement, as amended by the Amendment. When completed,
a definitive Information Statement will be mailed to the Company’s stockholders. Investors are urged to carefully read the
Information Statement and any other relevant documents in their entirety when they become available because they will contain important
information about the proposed Merger and the other transactions contemplated by the Merger Agreement, as amended. You may obtain
copies of all documents filed with the SEC regarding proposed Merger and the other transactions contemplated by the Merger Agreement,
as amended, free of charge, at the SEC’s website, http://www.sec.gov, or from the Company by directing a request by mail
to Reven Housing REIT, Inc., Attention: Corporate Secretary, 875 Prospect Street, Suite 304, La Jolla, CA 92037, or by telephone
to (858) 459-4000.
