Entry into a Material Definitive

On January 31, 2019, Alpha Investment, through Jersey Walk Phase I, LLC, a newly formed Special Purpose Vehicle LLC (SPV) entered into a Sale of Membership Interest Agreement (the

Purchase

Agreement

) with CMT Developers LLC (

CMT

). Pursuant to the Purchase Agreement , we acquired 100% of CMTs membership interests, valued at $45.0 million in exchange for the issuance to CMT of 3,000,000 shares of our common stock registered in our direct public offering covered by the effective Registration Statement on Form S-1 (File No. 333-221183), at a purchase price of $15.00 per share.

Through its ownership of CMT, the Company now holds title to an approximately six acre parcel of land in Elizabeth, New Jersey, on which 274 luxury apartments are under construction in Phase 1 of the development with an additional 400 units to be added in Phase II of the development. Some additional highlights of the project are: (a) its location in Elizabeth, from which New York City is accessible within 30 minutes and Newark Liberty International Airport is accessible within ten minutes by public transit; (b) the 30-year PILOT program which covers the property significantly reduces real estate taxes; (c) propertys location is in a redevelopment zone with a full site plan created and approved by the City of Elizabeth; (d) continued increases residential rents in the immediate area, which have hit $30.00 per square foot; and (e) low vacancy rates in the area, which are approximately 2.4%. In connection with the transaction, the Company will assume the responsibility for payment of the current $15,500,000 property.

Further, the property has a November 2018 MAI

As Is

appraised value of $44,800,000, with an

As Completed

appraised value of $82,100,000, which is expected to add substantial net equity to the Companys balance sheet at the end of Q1 2019. Moreover, the Company intends to complete an updated appraisal by the end of Q1 2019.

Item 2.01

Completion of Acquisition or Disposition of Assets.

The disclosure set forth in

Item 1.01

of this report is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No

Description

10.1

Sale of Membership Interest Agreement dated January 31, 2019

2

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.

Dated: February 5, 2019

ALPHA INVESTMENT, INC.

By:

/s/ Todd Buxton

Todd Buxton, Chief Executive Officer

3

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