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[May 19, 2014]
REVEN HOUSING REIT, INC. FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securities, Financial Statements and Exhibits
(Edgar Glimpses Via Acquire Media NewsEdge) Item 1.01 Entry into a Material Definitive Agreement On May 15, 2014, the Board of Directors of Reven Housing REIT, Inc. (the "Company") approved a new form of indemnification agreement and the Company entered into such agreement with each of its directors and executive officers on May 16, 2014. These agreements provide, among other things, for the indemnification and advance of expenses by the Company in connection with claims, suits or proceedings on account of the indemnitee's service to the Company as a director or executive officer to the maximum extent permitted by Maryland law. The indemnification agreements supersede the respective indemnification agreements previously entered into by the Company and its directors and executive officers prior to the Company's conversion to a Maryland corporation when it was a Colorado corporation. Each agreement terminates on the later of the date that indemnitee ceases to serve as a director, officer, employee or agent of the Company or the date that indemnitee is no longer subject to any actual or possible proceeding.
The foregoing description of the indemnification agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the form of indemnification agreement, which is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities On May 16, 2014, the Company completed the closing for $5,900,000 of a follow-on private placement of the Company's common stock at a purchase price of $0.20 per share with an accredited investor. This closing is the final tranche of the Company's follow-on private placement with the same accredited investor that invested $2,700,000 in the first tranche at the same purchase price per share on April 4, 2014, for a total investment of $8,600,000. The April 2014 closing was previously reported in our Form 8-K filed on April 9, 2014. The shares were issued pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibit is filed with this report: Exhibit 10.1 Form of Indemnification Agreement between Reven Housing REIT, Inc.
and each of its directors and executive officers.
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