Item 8.01. Other Events
On October 23, 2019, Reven Housing REIT, Inc. (the “Company”)
issued a press release to announce that it intends to offer up to $15 million of its newly authorized 6.0% Series A Cumulative
Convertible Redeemable Preferred Stock (the “Series A Preferred Stock”) to its stockholders of record who are
accredited investors pursuant to Rule 506(c) of the Securities Act of 1933, as amended (the “Securities Act”).
The closing of the offering of Series A Preferred Stock (the “Offering”) will be conditioned, among other things,
on the Company’s acceptance of a minimum of $10 million in subscriptions for the Series A Preferred Stock and is expected
to occur (if at all) as promptly as practicable following the closing of the Company’s merger (the “Merger”)
with an affiliate of KBS Strategic Opportunity REIT, Inc. (the “Acquirer”) under the previously announced Agreement
and Plan of Merger with certain affiliates of the Acquirer (as amended, the “Merger Agreement”).
The Offering will expire at 5:00 p.m., Eastern Time, on October
31, 2019, unless extended by the Company. Only stockholders of record of the Company who are “accredited investors”
(as defined in Rule 501(a) of Regulation D under the Securities Act) are eligible to participate in the Offering. The Company proposes
to consummate the closing of the Offering (the “Closing”) on or about November 4, 2019, promptly following the
closing of the Merger. It is expected that, upon the closing of the Merger, the Company’s name will be changed to Pacific
Oak Residential Trust, Inc.
The Company intends to use the net proceeds of the Offering
to acquire additional residential assets or securities, and for general corporate purposes.
The shares of Series
A Preferred Stock have not been registered under the Securities Act and, unless so registered, may not be offered or sold in the
United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements
of the Securities Act and other applicable securities laws.
This Current Report
on Form 8-K is not intended to constitute, and shall not be construed as, an offer to sell or a solicitation of an offer to buy
any shares of Series A Preferred Stock or other securities, nor shall there be any sale of any shares of Series A Preferred Stock
or other securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration
or qualification under the securities laws of any such state or jurisdiction. Any offers of shares of Series A Preferred Stock
will be made only by means of private offering documents.
A copy of the press release is attached hereto as Exhibit 99.1
and is incorporated by reference herein.
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 proposed Offering,
including the minimum and maximum amounts offered, the anticipated uses of proceeds from the proposed offering, and the expected
closing date of the proposed offering, statements regarding the Company’s proposed Merger transaction with affiliates of
the Acquirer, including the anticipated timing and consummation of the proposed Merger, 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 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, litigation relating to the Merger, the inability to retain key personnel, and any changes
in general economic and/or industry-specific conditions.
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 Quarterly Reports on Form 10-Q and Current Reports on Form 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 filed with the U.S. Securities
and Exchange Commission (the “SEC”) in connection with the Offering. The Company has previously filed with the
SEC and disseminated to its stockholders a definitive information statement (the “Information Statement”) containing
the information specified in Schedule 14C promulgated under the Exchange Act with respect to the proposed Merger and the other
transactions contemplated by the Merger Agreement, including the Offering. Investors are urged to carefully read the Information
Statement and any other relevant documents in their entirety because they contain important information about the proposed Merger
and the other transactions contemplated by the Merger Agreement, including the Offering. You may obtain copies of all documents
filed with the SEC regarding proposed Merger and the other transactions contemplated by the Merger Agreement, including the Offering,
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.
About Reven Housing REIT, Inc.
Reven Housing REIT, Inc. (NASDAQ: RVEN) engages in
the acquisition and ownership of portfolios of occupied single-family rental properties in the United States. Reven currently
owns and operates 993 single family rental properties in Alabama, Florida, Georgia, Mississippi, Oklahoma, Tennessee and
Texas.
For more information, please visit http://www.revenhousingreit.com/.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
