SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report (Date of earliest event
reported): January 3, 2013
REVEN HOUSING REIT, INC.
(Exact Name of Registrant as Specified in
|(State or Other Jurisdiction of Incorporation)
||(Commission File Number)
||(I.R.S. Employer Identification Number)|
7911 Herschel Avenue, Suite 201
La Jolla, CA 92037
|(Address of principal executive offices)|
|(Registrant’s telephone number, including area code)|
|(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.
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14d-2(b)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)
¨ 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.
On January 3, 2013, Reven Housing REIT, Inc. (the “Company”)
issued convertible promissory notes to certain accredited investors in the aggregate principal amount of $500,000 (the “Notes”).
The maturity date of the Notes is the earlier of December 31, 2013 or the date on which the Company consummates an equity financing
in which it sells shares of its capital stock with an aggregate sales price of at $5,000,000 or more (a “Qualified Equity
Financing”). The Notes bear interest at a rate of 10 percent per annum payable in full on the maturity date. In the event
the Company consummates a Qualified Equity Financing prior to December 31, 2013, then the holders of the Notes at their option
may convert the outstanding principal and accrued interest under the Notes into shares of the Company’s capital stock issued
in the Qualified Equity Financing at the same price and on the same terms as the investors in such financing. The Notes may be
prepaid in whole or in part at the Company’s option without penalty. The form of Note is attached as Exhibit 10.1 to this
report and is incorporated herein by reference.
In connection with the issuance of the Notes, the Company also
issued to the investors 5-year warrants exercisable for shares of the Company’s capital stock issued in the Qualified Equity
Financing (the “Warrants”). The exercise price of the Warrants will be the same as the price per share of the equity
securities sold to investors in the Qualified Equity Financing, and each Warrant provides for 100% warrant coverage on the principal
amount of the related Note. The form of Warrant is attached as Exhibit 10.2 to this report and is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or
an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information regarding the issuance of the Notes by the Company,
the amount of the Company’s obligation thereunder and the terms and conditions of the Notes disclosed in Item 1.01 above
is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The information regarding the issuance of the Notes and the
Warrants by the Company disclosed in Item 1.01 above is incorporated herein by reference. As described more fully in Item 1.01
above, the outstanding principal amounts and accrued interest under the Notes may be converted by the holders thereof into shares
of the Company’s capital stock issued in the Qualified Equity Financing, in the event the Company consummates such a financing
prior to the maturity date of the Notes, and the Warrants may be exercised for such shares of capital stock at the same price and
on the same terms as the investors in the Qualified Equity Financing. The Company is relying on an exemption from the registration
requirements of the Securities Act of 1933, as amended (the “Securities Act”), for the offer and sale of the Notes,
the Warrants and the underlying securities pursuant to Section 4(2) of the Securities Act and Rule 505 of Regulation D promulgated
Item 9.01 Financial Statements and Exhibits.
The following exhibits are filed with this report:
Form of Convertible Promissory Note
Form of Warrant
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.
REVEN HOUSING REIT,
|Dated: January 7, 2013
||/s/ Chad M. Carpenter|
||Chad M. Carpenter|
||Chief Executive Officer|