Entry into a Material Definitive

In a Current Report on Form 8-K dated February 5, 2019, Alpha Investment reported that on January 31, 2019, Jersey Walk Phase I, LLC, its newly-formed special purpose vehicle, had entered into a Sale of Membership Interest Agreement (the

Purchase Agreement

) with CMT Developers LLC (


). Pursuant to the Purchase Agreement, we acquired 100% of CMTs membership interests, supposedly 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 our 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 which holds title to approximately 6 six acre parcel of land in Elizabeth, New J ersey, on which it intended to develop a luxury residential rental apartment complex. However, during the due diligence on the refinancing of the property, the Company learned that certain of the representations and warranties of CMT in the Purchase Agreement with respect to the property were incorrect in various material respects. Based on the foregoing, effective June 7, 2019, the Company rescinded the Purchase Agreement in accordance with its terms.

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.


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.

Date:June 7, 2019



/s/ Todd Buxton

Todd Buxton, Chief Executive Officer


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