UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
(Amendment No. 3)
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 26, 2014
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 |
(State or Other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(I.R.S. Employer Identification Number) |
7911 Herschel Avenue, Suite 201
La Jolla, CA 92037
(Address of principal executive offices)
(858) 459-4000
(Registrant’s telephone number, including
area code)
Not applicable
(Former name or former address, if changed
since last report)
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.
| o | Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 Entry Into a Material
Definitive Agreement.
Houston 100 Purchase and Sale Agreement
On September 26, 2014,
Reven Housing Texas, 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 “Agreement”) with Red Door Housing,
LLC, a Texas limited liability company (the “Seller”), to purchase a portfolio of up to 100 single-family homes located
in the Houston, Texas metropolitan area from the Seller. The Agreement was filed as an exhibit to the Company’s Current Report
on Form 8-K filed with the SEC on September 30, 2014.
On August 12, 2015,
the Company and the Seller entered into a Third Amendment to the Agreement (the “Third Amendment”), pursuant to which
the parties further amended the Agreement to extend the closing date and the Company’s due diligence period to October 31,
2015.
The foregoing
description of the Third Amendment is qualified in its entirety by reference to the full text of the Third Amendment, which is
attached hereto as Exhibit 10.1.
Item 9.01 Financial Statement and Exhibits
(d) Exhibits
10.1 |
Third Amendment to Single Family Homes Real Estate Purchase and Sale Agreement (Houston 100) dated August 12, 2015. |
Filed Herewith |
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: August 14, 2015 |
/s/ Chad M. Carpenter |
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Chad M. Carpenter, |
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Chief Executive Officer |
Exhibit 10.1
THIRD AMENDMENT TO
SINGLE FAMILY HOMES REAL ESTATE PURCHASE
AND SALE AGREEMENT
THIS THIRD AMENDMENT TO SINGLE FAMILY HOMES
REAL ESTATE PURCHASE AND SALE AGREEMENT (this “Third Amendment”) is made as of August 12, 2015 between
RED DOOR HOUSING, LLC, a Texas limited liability company (“Seller”) and REVEN HOUSING TEXAS, LLC, a Delaware
limited liability company (“Buyer”) with reference to the following recitals:
RECITALS
A. Seller and Buyer entered into that certain Single
Family Homes Real Estate Purchase and Sale Agreement dated as of September 26, 2014, pursuant to which Seller agreed to sell to
Buyer and Buyer agreed to purchase from Seller, 100 single family homes in the State of Texas, as amended by that certain First
Amendment to Single Family Homes Real Estate Purchase and Sale Agreement dated as of January 26, 2015 and that certain Second Amendment
to Single Family Homes Real Estate Purchase and Sale Agreement dated as of May 11, 2015 (as amended, the “Agreement”).
B. Seller and Buyer desire to amend the
Agreement in accordance with the terms of this Third Amendment.
NOW THEREFORE, in consideration of the mutual
agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
Buyer and Seller hereby agree as follows:
AGREEMENT
1. Definitions. Capitalized terms
used herein and not otherwise defined shall have the meanings given to such terms in the Agreement.
2. Due Diligence Period. The Due
Diligence Period pursuant to the Basic Terms of the Agreement is hereby deleted in its entirety and amended to read as follows:
“Due Diligence Period: Subject to the provisions
of Section 7 below, the period commencing on the Effective Date and ending on October 31, 2015.”
3. Due Diligence Period; Post-Closing
Inspection Reports. Section 7(a) of the Agreement is hereby deleted in its entirety and amended to read as follows:
“(a) Buyer shall have a period
commencing on the Effective Date and ending at 6:00 PM Pacific Time on October 31, 2015 (the “Due Diligence
Period”) to examine, inspect, and investigate the Property and, in Buyer’s sole judgment and discretion,
to determine whether Buyer desires to purchase the Property.”
4. Governing Law. This Third Amendment
shall be governed by the laws of the State of Texas.
5. Full Force and Effect. Except
as modified by this Third Amendment, the Agreement is unchanged, and is hereby ratified and acknowledged by Buyer and Seller to
be in full force and effect.
6. Counterparts. This Third Amendment
may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute
one and the same instrument. An electronically transmitted counterpart of this Third Amendment shall constitute an original for
all purposes.
7. Miscellaneous. This Third Amendment,
together with the Agreement, sets forth the entire agreement between the parties with respect to the subject matter set forth herein
and therein and may not be modified, amended or altered except by subsequent written agreement between the parties. In case of
any inconsistency between the provisions of this Third Amendment and the Agreement, the provisions of this Third Amendment shall
govern and control. This Third Amendment shall be binding upon and shall inure to the benefit of Buyer and Seller and their respective
successors and assigns, if any.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the undersigned parties
have caused this Third Amendment to be duly executed as of the day and year first written above.
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SELLER |
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RED DOOR HOUSING, LLC, |
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a Texas limited liability company |
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By: |
/s/ Ricky Williams |
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Name: |
Ricky Williams |
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Its: |
President |
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BUYER |
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REVEN HOUSING TEXAS, LLC, |
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a Delaware limited liability company |
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By: |
REVEN HOUSING REIT, INC., |
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a Maryland corporation, |
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its sole member |
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By: |
/s/ Chad Carpenter |
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Chad Carpenter |
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Chief Executive Officer |
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