American Housing Income Trust, Inc. (OTCMKTS:AHIT) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.
Entry into a Martial Definitive Agreement |
On March 1, 2017, American Housing Income Trust, Inc., a Maryland
corporation (AHIT or the Company) entered into a Stock Exchange
Agreement with IX Biotechnology, Inc., a Wyoming corporation
(IXB). The Agreement, and all related appointments to the Board
and creation of the Real Estate Committee, were subject to
conditions precedent by both parties and due diligence in
anticipation of closing, and was thus not definitive at the time
of execution. Furthermore, the Company submitted its
Company-Action Related Notification Form with FINRA more than 10
days from the date of the change of control disclosed herein.
IXB aims to be the largest producer of certified organic
cannabidol (CBD) oil in the United States, in a market that is
growing at a rate of 700% annually and expected to be over $2
billion by 2020 according to Fortune Magazine. CBD is the part of
the cannabis plant that typically is used for health reasons
rather than recreational purposes. CBD products are either
derived from industrial hemp plants or marijuana plants. IXB was
developed as a joint venture combining several strategic
partners, including the Shoshone, Battle Mountain and Washoe
Indian tribes, as well as combing various concepts and
industry-specific knowledge in commercial hemp and cannabis
research and sales. These relationships enable IXB access to
tribal lands for farming commercial hemp and cannabis, and will
allow IXB to sell hemp and cannabis products in retail outlets on
tribal lands. IXB will be a full integrated seed to shelf
certified organic biotechnology company.
The Stock Exchange Agreement provides that the Company will issue
10,000,000 shares of its restricted common stock (AHIT Stock) in
exchange for 10,000,000 shares of IXBs issued and outstanding
stock, which constitutes all of IXBs issued and outstanding stock
(the IXB Stock). As a result of the Stock Exchange Agreement the
Company will become IXBs sole shareholder, making IXB a
subsidiary of the Company.
At the time the Stock Exchange Agreement was signed, there was no
material relationship between the Company and IXB, nor any
relation between the Companys affiliates and IXB.
Closing of the Stock Purchase Agreement was subject to the
following conditions: (1) the Companys formation of a Real Estate
Committee tasked with management of the Companys real estate
portfolio; (2) appointment of directors to serve on the Companys
Real Estate Committee; (3) the Board of Directors adoption of the
Second Amended Bylaws formalizing the governance of the Real
Estate Committee; (4) IXBs redemption of all issued and
outstanding IXB Stock from its shareholders, (5) IXBs Board of
Directors execution and delivery of all required board
resolutions to close the Stock Exchange Agreement and delivery of
the IXB Shares to the Company, (6) the Companys execution of all
board resolutions necessary to execute the Stock Exchange
Agreement, and (7) at the Closing, the representations and
warranties made by the parties in the Stock Exchange Agreement
must be true and correct in all respects. The Stock Exchange
Agreement is also subject to standard conditions precedent,
including the Company and IXB performing their due diligence
review of each companies financials and further negotiations. The
Company processed its Company-Related Action Notification Form
with the Financial Industry Regulatory Authority on March 1,
2017, which was approved on March 3, 2017.
In connection with the closing of the Stock Purchase Agreement,
the Company and IXB entered into a Restrictive Covenant
Agreement. The purpose of the Restrictive Covenant Agreement is
to protect against the dissipation or disposition of assets
contributed to IXB as a result of the merger, including IXBs
cannabidol-related biotechnologies and cannabidol-related assets.
to the Restrictive Covenant Agreement, the Company and IXB agrees
that any disposition of the Companys non-real estate assets,
including IXBs cannabidol-related assets and technologies, shall
require a super majority vote of shareholders, defined as
approval of 66% of the issued and outstanding shares entitled to
vote on any measure related to the transfer, sale, or disposition
of cannabidol-related assets or technologies, and/or real and
personal property titled to AHIT or IXB.
– – |
All conditions precedent to the Closing were satisfied as of
March 13, 2017. The Stock Exchange Agreement closed the same day.
On March 13, 2017, the Company initiated a stock issuance of the
Companys restricted stock to IXB shareholders directly. The
Companys restricted stock was distributed to IXB shareholders on
a pro rata basis reflecting their prior ownership in IXB. The
Company intends on making the requisite financial disclosures
within the time period required under Regulation S-X. The reader
is directed to the exhibits herein for specific details
associated with the transaction.
SECTION 5 CORPORATE GOVERNMENT AND MANAGEMENT
Item 5.01. | Change in Control of Registrant |
On March 13, 2017, the Company and IX Biotechnology, Inc. (IXB)
closed on the Stock Exchange Agreement detailed in Item 1.01 and
incorporated herein by reference. As a result, the Board of
Directors believes there has been a change in control of the
Company in that, as a result of the stock issuance to IXB
shareholder, IXBs shareholders will collectively hold more than
50% of the Companys issued and outstanding shares, though no
single IXB shareholder will individually hold more than 50% of
the issued and outstanding shares. Prior to the Stock Exchange
Agreement, no single individual or entity held or beneficially
owned 50% or more of the Companys issued and outstanding stock.
The Stock Exchange Agreement also initiated a restructuring of
the Board of Directors. For more information, see Item 5.02
below. Furthermore, the disclosures herein set forth a synopsis
of the transaction between the parties. The reader is directed to
the exhibits herein for specific details associated with the
transaction.
Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
Resignation of Sean Zarinegar from Chairman of Board of
Directors
On March 1, 2017, Sean Zarinegar (Zarinegar) submitted his Notice
of Resignation of Chairman of the Board and Officer to the Board
of Directors for the Company. Zarinegar served as the Companys
Chairman of the Board of Directors, as well as the Companys Chief
Executive Officer/President and Chief Financial
Officer/Treasurer. Zarinegar will remain on the Companys Board of
Directors as a director. Zarinegars resignation is effective ten
(10) days after the submission of the Company-Related Action
Notification Form with the Financial Industry Regulatory
Authority (FINRA), conditional on the closing of the Stock
Exchange Agreement with IXB. Zarinegar will remain on the Board
of Directors as a director and a member of the Real Estate
Committee (see Section 8).
Appointment of Michael Ogburn as Chairman of the Board of
Directors, President, and Chief Financial Officer
On March 7, 2017 the Board of Directors executed the Action by
Consent in Writing in Lieu of a Meeting of the Board of Directors
for American Housing Income Trust, Inc. (the Board Consent),
appointing Michael Ogburn (Ogburn) as Chairman of the Board of
the Board of Directors, Chief Executive Officer/President, and
Chief Financial Officer/Treasurer. Ogburns appointment was
conditional upon the closing of the Stock Exchange Agreement
between the Company and IXB.
Ogburn graduated from California State University with a B.S. in
Agriculture Business. He then started Epic Wood Floors, Inc.
(EWF), a company that manufacturing high end wood floors. EWF was
sold in 2006. Ogburn then started Lightwave Capital, LLC
(Lightwave), which facilitated mergers and acquisitions as well
as funding on a short and long term basis. Lightwave worked
closely with companies throughout a variety of transition to
insure accurate financial information was being reported. In
December 2015, Ogburn was appointed Chief Executive Officer of
iBrands Corporation Inc. (iBrands), a publicly reporting company
currently traded OTC. Obgurn will resign from his position at
iBrands upon his acceptance of his appointments with the Company.
– – |
Appointment of Brian Werner to the Board of Directors
Brian Werner (Werner) was appointed to the Board of Directors by
the aforementioned Board Consent on March 7, 2017, subject to the
closing of the Stock Exchange Agreement. Werner has over a decade
of experience in residential mortgage loans, expertise that the
Company hopes to utilize in its management of its properties. He
owns and operates BRW Financial, Inc., a company that originates
residential mortgage loans with Omni Fund, Inc. Werner previously
worked as a mortgage consultant, and owned a marketing company
from October 1990 through 2004. Werner graduated from Linfield
College in 1987 with a degree in finance.
Appointment of Joaquin Flores to the Board of Directors
Joaquin Flores (Flores) was the third director appointed to the
Board of Directors as a result of the aforementioned Board
Consent and closing of the Stock Exchange Agreement. Flores has
significant experience in business development. Prior to his
appointment on the Board of Directors, Flores served as a
Business Development Executive for the Winnemucca Indian Colony
of Nevada for nine years.
Appointment of Director Sean Zarinegar to the Real Estate
Committee
Mr. Zarinegar brings more than twenty years of experience in
operations, evaluation, investment and management of real estate
assets and is responsible for new asset origination, evaluation,
analysis and due diligence, as well as overall executive
direction. Mr. Zarinegar brings investment experience to the
company as well as experience having formed successful business
partnerships and has acquired a talented team of experts
necessary to support ongoing and future projects and
opportunities. Mr. Zarinegar has been an active real estate
investor in Arizona, Texas, and Nevada as well as Colorado and
Southern California, and has been tasked by the Corporation in
leading efforts to convert the Corporation to a Real Estate
Investment Trust consistent with 26 USC 856.
Mr. Zarinegar is focused on maximizing the tremendous opportunity
in the Phoenix, Arizona real estate market. With the decades of
experience behind him, along with a severely depressed real
estate market, the opportunities are abundant. For the past five
years, Mr. Zarinegar has served as the Managing Partner for Core
Performance Realty, and related parties, Performance Realty and
American Realty. Mr. Zarinegar incorporates by reference the
prior disclosure regarding the cease and desist orders issued by
the Kansas Securities Commission and Alabama Securities
Commission.
Appointment of Director Les Gutierrez to the Real Estate
Committee
Les F. Gutierrez (Gutierrez) was appointed to the Board of
Directors on July 16, 2016 and was appointed to the Real Estate
Committee on March 7, 2017. Gutierrez brings over 28 years
experience in real estate and telecom projects with a wide range
of experience in systems, operations, accounting, budgeting,
marketing and finance. With respect to his real estate
background, Gutierrez has experience in site acquisition,
property acquisitions and zoning. Mr. Gutierrez is currently a
Senior Site Acquisition Manager with a top 20 Engineering and
Design Firm in the US, based in Albuquerque, New Mexico. His role
on the Real Estate Committee will allow the Company to utilize
Gutierrezs real estate knowledge in the management of its real
property assets.
Appointment of Director Kenneth Hedrick to the Real Estate
Committee
Mr. Hedrick brings over 21 years of residential mortgage and
banking experience to the board of American Housing Income Trust.
He currently serves as Vice President of foreclosure, bankruptcy,
and loss recovery for TCF National Bank in Michigan, a subsidiary
of TCF Financial Corporation, a $19 billion Minnesota-based
national bank holding company.
He began his career with TCF Bank right out of college, handling
production, underwriting, and approval of residential and
consumer loans. As he entered production management, his roles
included customer financial analysis, compliance, and audit
oversight. Since 2009, as an employee of TCF Bank, Mr. Hedrick
has gained expertise through portfolio management in the areas of
foreclosure, bankruptcy, loss recovery, collections, loss
mitigation, REO, as well as oversight of legal matters as they
relate to residential customers. In the world of increased
regulatory oversight, Mr. Hedrick also brings a wealth of
knowledge when it comes to interacting with, and responding to,
regulators and auditors for issues ranging from operational
practices to policy development and disaster recovery plans.
Mr. Hedrick is currently elected to his 2nd term on the Board of
Education for the Avondale School District in Auburn Hills,
Michigan. He has sat on this board since 2006, holding officer
positions of Secretary and Treasurer, and currently serves as
Board President. Mr. Hedrick holds a bachelor degree in business
administration from Hope College, and currently resides in
Bloomfield Hills, Michigan.
– – |
SECTION 8 OTHER EVENTS
Item 8.01. | Other Events |
Amendments to the Bylaws and Formation of the Real Estate
Committee
On March 1, 2017, the Board of Directors executed an Action by
Consent in Writing in Lieu of a Meeting of the Board of Directors
for American Housing Income Trust, Inc., authorizing the
amendment of the Companys Bylaws to create the Real Estate
Committee.
On March 13, 2017, the Board of Directors adopted the Companys
Second Amended Bylaws, forming the Real Estate Committee (the
Committee). The Committee will be charged with managing all
business-related matters regarding the Companys real estate
holdings set forth in its Registration Statement on Form S-11, as
amended, and any intellectual property associated with the real
estate holdings and any real estate acquired by the Corporation
(or rights in real estate) after effectiveness of the
Registration Statement on Form S-11, as amended (hereinafter
collectively referred to as the Properties). This includes
management of the individual Properties and exclusive
decision-making authority as it relates to the sale, refinance,
exchange, or disposition of any Properties owned by the Company.
The Committee shall have exclusive control over all bank accounts
titled to American Realty Partners, LLC, an Arizona limited
liability company (ARP), as well as ARP Borrower, LLC, ARP
Borrower II, LLC, AHIT Valfre, LLP, and AHIT NM Properties, LLP.
The Committee shall appoint its directors, agents and contractors
at its sole discretion. Committee members shall be responsible
for all financial reporting to the Board of Directors in order to
comply with federal and state securities laws and regulations.
Committee members may not be removed by the Board of Directors at
any time, however, the Board of Directors must approve by a
majority vote compensation for Committee members, with the Board
of Directors weaving any conflicts of interest.
Directors Sean Zarinegar, Kenneth Hedrick, and Les Gutierrez were
appointed to serve as members of the Committee. The Company
hereby incorporates by reference its Second Amended Bylaws,
attached hereto.
Press Release Regarding Acquisition of IX Biotechnology
On March 14, 2017, American Housing Income Trust, Inc. (the
Company) issued a press release titled American Housing Income
Trust Announces Acquisition of Cannabidol (CBD) Company IX
Biotechnology. The purpose of the release is to announce the
acquisition of IXB Biotechnology, Inc. (IXB) and provide
additional information regarding the purpose of the acquisition.
– – |
SECTION 9 FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
Incorporated by reference | ||||||
Exhibit | Exhibit Description | Filed herewith | Form | Period ending | Exhibit | Filing date |
3(ii).1 | Second Amended Bylaws | X | ||||
9.1 | Board Consent dated March 1, 2017 | X | ||||
9.2 | Board Consent dated March 7, 2017 | X | ||||
10.1 |
Stock Exchange Agreement dated March 1, 2017 (IX Biotechnology, Inc.) |
X | ||||
10.2 |
Restrictive Covenant Agreement dated March 1, 2017 (IX Biotechnology, Inc.) |
X | ||||
99.1 |
Notice of Resignation as Chairman of the Board of Directors dated March 1, 2017 |
X | ||||
99.2 | Acceptance of Appointment (Ogburn) | X | ||||
99.3 | Acceptance of Appointment (Werner) | X | ||||
99.4 | Acceptance of Appointment (Flores) | X | ||||
99.5 | Press Release dated March 14, 2017 | X |
About American Housing Income Trust, Inc. (OTCMKTS:AHIT)
American Housing Income Trust, Inc. is engaged in the business of acquiring and operating residential properties. The Company acquires, renovates, rehabilitates and, in turn, rents single-family residences. The Company invests in apartments, condominiums, and single-family residences, which are primarily located in the western United States (including Phoenix, Las Vegas, Tucson, and California). The Company also involves in leasing and sale of residential properties. The Company operates through related-party/affiliate entities in holding title to those single-family residences in its portfolio, including American Realty Partners, LLC (American Realty), ARP Borrower, LLC (ARP Borrower), ARP Borrower II, LLC and AHIT Valfre, LLP. It focuses on engaging in the business of purchasing real estate for the purpose of making cosmetic changes, repairs and enhancements, and then renting such properties to tenants. It holds title to over 46 residential properties in Arizona, Nevada and Texas. American Housing Income Trust, Inc. (OTCMKTS:AHIT) Recent Trading Information
American Housing Income Trust, Inc. (OTCMKTS:AHIT) closed its last trading session up +0.118 at 0.768 with 100 shares trading hands.