~~LIGHTSTONE REAL ESTATE INCOME TRUST INC.~~Lightstone Value Plus REIT IV, Inc.

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Indicate by check mark whether the registrant has submitted electronically, ~~and posted on its corporate Web site,~~ if any, every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. ~~(Check one):~~

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.¨ ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

As of ~~November 1, 2017,~~May 5, 2022, there were ~~9.0~~8.5 million outstanding shares of common stock of Lightstone ~~Real Estate Income Trust~~Value Plus REIT IV, Inc.

LIGHTSTONE ~~REAL ESTATE INCOME TRUST~~VALUE PLUS REIT IV, INC. AND SUBSIDIARIES

LIGHTSTONE ~~REAL ESTATE INCOME TRUST~~VALUE PLUS REIT IV, INC. AND SUBSIDIARIES

The accompanying notes are an integral part of these consolidated financial statements.

LIGHTSTONE ~~REAL ESTATE INCOME TRUST~~VALUE PLUS REIT IV, INC. AND SUBSIDIARIES

The accompanying notes are an integral part of these consolidated financial statements.

LIGHTSTONE ~~REAL ESTATE INCOME TRUST~~VALUE PLUS REIT IV, INC. AND SUBSIDIARIES

The accompanying notes are an integral part of these consolidated financial statements.

LIGHTSTONE ~~REAL ESTATE INCOME TRUST~~VALUE PLUS REIT IV, INC. AND SUBSIDIARIES

The accompanying notes are an integral part of these consolidated financial statements.

LIGHTSTONE ~~REAL ESTATE INCOME TRUST~~VALUE PLUS REIT IV, INC. AND SUBSIDIARIES

Lightstone Value Plus REIT IV, Inc. (“Lightstone REIT IV”), which was formerly known as Lightstone Real Estate Income Trust, Inc. ~~(‘‘Lightstone Income Trust’’), incorporated~~before September 15, 2021, is a Maryland corporation, formed on September 9, 2014 ~~in Maryland,~~, which elected to qualify ~~to be taxed~~ as a real estate investment trust ~~(‘‘REIT’’~~(“REIT”) for U.S. federal income tax purposes beginning with the taxable year ended December 31, 2016.

Lightstone ~~Income Trust sold 20,000 Common Shares~~REIT IV, together with its subsidiaries is collectively referred to as the “Company” and the use of “we,” “our,” “us” or similar pronouns refers to Lightstone REIT IV or the Company as required by the context in which any such pronoun is used.

The Company has and intends to continue to seek opportunities to invest in real estate and real estate-related investments. The Company’s real estate investments may include operating properties and development projects and its real estate-related investment may include mezzanine loans, mortgage loans, bridge loans and preferred equity interests, with a focus on development-related investments, including investments intended to finance development or redevelopment opportunities. The Company may also invest in debt and derivative securities related to real estate assets. A portion of the Company’s investments by value may be secured by or related to properties or entities advised by, or wholly or partially, directly or indirectly owned by, The Lightstone Group, LLC (the “Sponsor”), its affiliates or other real estate investment programs it sponsors. Although the Company expects that most of its investments will be of these various types, it may also make other investments. In fact, it may invest in whatever types of investments that it believes are in its best interests.

The Company currently has one operating segment. As of March 31, 2022, the Company majority owned and consolidated the operating results of a joint venture (the “Williamsburg Moxy Hotel Joint Venture”), in which it has a 75% membership interest, and held an unconsolidated approximate 33.3% membership interest in 40 East End Ave. Pref Member LLC (the “40 East End Ave. Joint Venture”). The Company accounts for its unconsolidated membership interest in the 40 East End Ave. Joint Venture in accordance with the equity method of accounting.

The Company’s advisor is Lightstone Real Estate Income LLC ~~a Delaware limited liability company~~ (the ~~‘‘Advisor’’~~“Advisor”), ~~an entity~~which is majority owned by David ~~Lichtenstein, on~~Lichtenstein. On September 12, 2014, the Advisor contributed $200,000for20,000 shares of common stock (“Common Shares”), or $10.00 per ~~share.~~share of the Lightstone REIT IV. Mr. Lichtenstein also is a majority owner of the equity interests of The Lightstone ~~Income Trust’s sponsor,~~Group, LLC. The Lightstone Group, LLC served as the Sponsor during the Company’s initial public offering (the ~~‘‘Sponsor’’~~“Offering”). which terminated on March 31, 2017. Mr. Lichtenstein owns 222,222 Common Shares which were issued on June 15, 2015 for $2.0 million, or $9.00 per share. Subject to the oversight of the Company’s board of directors (the “Board of Directors”), and pursuant to the terms of an advisory agreement, the Advisor has the primary responsibility for making investment decisions on behalf of the Company and managing ~~the Company’s~~its day-to-day operations. Mr. Lichtenstein also acts as the Company’s Chairman and Chief Executive Officer. As a result, he exerts influence over but does not control Lightstone ~~Income Trust.~~REIT IV.

Lightstone Income Trust, together with its subsidiaries is collectively referred to as the ‘‘Company’’ and the use of ‘‘we,’’ ‘‘our,’’ ‘‘us’’ or similar pronouns refers to Lightstone Income Trust or the Company as required by the context in which any such pronoun is used.

The Company’s registration statement on Form S-11 (the “Offering”), pursuant to which it offered to sell up to 30,000,000 shares of its common stock, par value $0.01 per share (which may be referred to herein as ‘‘shares of common stock’’ or as ‘‘Common Shares’’) for an initial offering price of $10.00 per share, subject to certain volume and other discounts (the “Primary Offering”) (exclusive of 10,000,000 shares available pursuant to its distribution reinvestment program (the ‘‘DRIP’’) which were offered at a discounted price equivalent to 95% of the Primary Offering Price per Common Share) was declared effective by the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933 on February 26, 2015. On June 30, 2016, the Company adjusted its offering price to $9.14 per Common Share in its Primary Offering, which was equal to the Company’s estimated net asset value (“NAV”) per Common Share as of March 31, 2016, and effective July 25, 2016, the Company’s offering price was adjusted to $10.00 per Common Share in its Primary Offering, which was equal to the estimated NAV per Common Share as of June 30, 2016. Our estimated NAV per Common Share remained unchanged at $10.00 as of both September 30, 2016 and December 31, 2016.

The Offering, which terminated on March 31, 2017, raised aggregate gross proceeds of approximately $85.6 million from the sale of approximately 8.9 million shares of common stock (including $2.0 million in Common Shares at a purchase price of $9.00 per Common Share to an entity 100% owned by David Lichtenstein, who also owns a majority interest in the Company’s Sponsor). After including aggregate advances from our Sponsor of $12.6 million under the Subordinated Agreement (as discussed in Note 6) and allowing for the payment of approximately $7.6 million in selling commissions and dealer manager fees and $3.2 million in organization and offering expenses, the Offering generated aggregate net proceeds of approximately $87.5 million.

On April 21, 2017, the Company’s board of directors approved the termination of the DRIP effective May 15, 2017. Previously, the Company’s stockholders had an option to elect the receipt of shares of the Company’s common stock in lieu of cash distributions under the Company’s DRIP, however, all future distributions will be in the form of cash. In addition, through May 15, 2017 (the termination date of the DRIP), the Company issued approximately 0.1 million shares of common stock under its DRIP, representing approximately $1.2 million of additional proceeds under the Offering.

The Company has and expects to continue to seek to originate, acquire and manage a diverse portfolio of real estate-related investments. The Company may invest in mezzanine loans, first lien mortgage loans, second lien mortgage loans, bridge loans and preferred equity interests, in each case with a focus on investments intended to finance development or redevelopment opportunities. The Company may also invest in debt and derivative securities related to real estate assets. The Company expects that a majority of its investments by value will be secured by or related to properties or entities advised by, or wholly or partially, directly or indirectly owned by, the Sponsor, by its affiliates or by real estate investment programs sponsored by it.

~~The Company has no~~does not have any employees. The ~~Company retains the~~ Advisor to manage its affairs on a day-to-day basis. Orchard Securities, LLC (the ‘‘Dealer Manager’’), a third party not affiliated with the Company, the Sponsor or the Advisor, served as the dealer manager of the Offering until their termination on March 31, 2017 as a result of the termination of the Offering. The Advisor is an affiliate of the Sponsor and will receivereceives compensation and fees for services related to the investment and management of the Company’s assets. The Advisor has certain affiliates which may manage the properties the Company acquires. However, the Company may also contract with other unaffiliated third-party property managers.

The Company’s stock is not currently listed on a national securities exchange. The Company may seek to list its stock for trading on a national securities exchange only if a majority of its independent directors believe listing would be in the best interest of its stockholders. The Company does not intend to list its shares at this time. The Company does not anticipate that there would be any market for its shares of common stock until they are listed for trading.

Noncontrolling interests in consolidated subsidiaries represents the noncontrolling member’s 25% share of the equity in the Williamsburg Moxy Hotel Joint Venture held by Lightstone Value Plus REIT III, Inc (“Lightstone REIT III”), a REIT also sponsored by the Sponsor and a related party. Income and losses attributable to the Williamsburg Moxy Hotel Joint Venture are allocated to the noncontrolling interest holder based on its ownership percentage. See Note 3 for additional information.

LIGHTSTONE ~~REAL ESTATE INCOME TRUST~~VALUE PLUS REIT IV, INC. AND SUBSIDIARIES

The accompanying unaudited interim consolidated financial statements include all adjustments (consisting only of normal recurring adjustments) and accruals necessary in the judgment of management for a fair presentation of the results for the periods presented. The accompanying unaudited consolidated financial statements of the Lightstone ~~Income Trust~~REIT IV and Subsidiaries have been prepared in accordance with generally accepted accounting principles ~~generally accepted~~ in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X.

The consolidated financial statements have been prepared in accordance with ~~accounting principles generally accepted in the United States of America (‘‘GAAP’’).~~GAAP. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses during a reporting period. The most significant assumptions and estimates relate to the valuation of real estate ~~debt~~and investments ~~and securities, the valuation of the investment~~ in ~~related party and revenue recognition.~~other real estate entities. Application of these assumptions requires the exercise of judgment as to future uncertainties and, as a result, actual results could differ from these estimates.

The consolidated balance sheet as of December 31, 2021 included herein has been derived from the consolidated balance sheet included in the Company’s Annual Report on Form 10-K.

The unaudited statements of operations for interim periods are not necessarily indicative of results for the full year or any other period.

The consolidated financial statements include the accounts of Lightstone ~~Income Trust~~REIT IV and ~~Subsidiaries~~its subsidiaries (over which ~~the Company~~it exercises financial and operating control). All inter-company ~~accounts~~balances and transactions have been eliminated in consolidation. In ~~determining whether~~addition, interests in entities acquired are evaluated based on applicable GAAP, and if deemed to be variable interest entities (“VIE”) in which we are the primary beneficiary are also consolidated. If the interest in the entity is determined not to be a VIE, then the entity is evaluated for consolidation based on legal form, economic substance, and the extent to which we have control, substantive participating rights or both under the respective ownership agreement. Investments in other real estate entities where the Company has ~~a controlling financial interest in a joint venture and~~ the ~~requirement~~ability to consolidate the accounts of that entity, management considers factors such as ownership interest, authority to make decisions and contractual and substantive participating rights of the other partners or members as well as whether the entity is a variable interest entity for which the Company is the primary beneficiary.

In January 2017, the Financial Accounting Standards Board (“FASB”) issued guidance that clarifies the definition of a business and assists in the evaluation of whether a transaction will be accounted for as an acquisition of an asset or as a business combination. The guidance provides a test to determine when a set of assets and activities acquired is not a business. When substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets, the set is not a business. Under the updated guidance, an acquisition of a single property will likely be treated as an asset acquisition as opposed to a business combination and associated transaction costs will be capitalized rather than expensed as incurred. Additionally, assets acquired, liabilities assumed, and any noncontrolling interest will be measured at their relative fair values. This guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2017, with early adoption permitted. This guidance will not have a material impact on the Company’s consolidated financial statements.

In August 2016, the FASB issued an accounting standards update which provides guidance on the classification of certain cash receipts and cash payments in the statement of cash flows, including those related to debt prepayment or debt extinguishment costs, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, proceeds from the settlement of corporate-owned life insurance, and distributions received from equity method investees. This guidance is effective for fiscal years beginning after December 15, 2017, and for interim periods within those fiscal years. The guidance must be adopted on a retrospective basis and must be applied to all periods presented, but may be applied prospectively if retrospective application would be impracticable. This guidance will not have a material impact on the Company’s consolidated financial statements.

In June 2016, the FASB issued an accounting standards update which replaces the incurred loss impairment methodology currently in use with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The new guidance is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company does not expect that this guidance will have a material impact on its consolidated financial statements.

In January 2016, the FASB issued an accounting standards update that eliminates the requirement for public business entities to disclose the method and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet and is effective for periods beginning after December 15, 2017 and early adoption is not permitted. This guidance will not have a material impact on the Company’s consolidated financial statements.

In May 2014, the FASB issued an accounting standards update that provides for a single five-step model to be applied to all revenue contracts with customers as well as requires additional financial statement disclosures that will enable users to understand the nature, amount, timing, and uncertainty of revenue and cash flows relating to customer contracts. Companies have an option to use either a retrospective approach or cumulative effect adjustment approach to implement the standard. This guidance is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. The adoption of this standard will not have a material impact on the Company’s consolidated financial statements.

The Company has reviewed and determined that other recently issued accounting pronouncements will not have a material impact on its consolidated financial position, results of operations and cash flows, or do not apply to its current operations.

~~The entities listed below are partially owned by the Company. The Company accounts for these investments under the equity method of accounting as the Company exercises~~exercise significant influence, but does not exercise financial and operating control, and is not considered to be the primary beneficiary are accounted for using the equity method.

There are judgments and estimates involved in determining if an entity in which the Company has made an investment is a VIE and, if so, whether the Company is the primary beneficiary. The entity is evaluated to determine if it is a VIE by, among other things, calculating the percentage of equity being risked compared to the total equity of the entity. Determining expected future losses involves assumptions of various possibilities of the results of future operations of the entity, assigning a probability to each possibility and using a discount rate to determine the net present value of those future losses. A change in the judgments, assumptions, and estimates outlined above could result in consolidating an entity that should not be consolidated or accounting for an investment using the equity method that should in fact be consolidated, the effects of which could be material to our financial statements.

The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, restricted cash and other assets, accounts payable and accrued expenses and other liabilities approximate their fair values because of the short maturity of these ~~entities. A summary~~instruments.

The carrying amount of the mortgage payable approximates fair value because its interest rate is variable and reflective of market rates.

The World Health Organization declared COVID-19 a global pandemic on March 11, 2020 and since that time many of the previously imposed restrictions and other measures which were instituted in response have been subsequently reduced or lifted. However, the continuing COVID-19 pandemic remains highly unpredictable and dynamic and its ultimate duration and extent continue to be dependent on various developments, such as the emergence of variants to the virus that may cause additional strains of COVID-19, the ongoing administration and ultimate effectiveness of vaccines, including booster shots, and the eventual timeline to achieve a sufficient level of herd immunity among the general population. Accordingly, the ongoing COVID-19 pandemic may have negative effects on the health of the U.S. economy for the foreseeable future.

To-date, the COVID-19 pandemic has not had any significant impact on the Company’s 210-room branded hotel (the “Williamsburg Moxy Hotel”) development project, which is currently under construction and expected to open during the fourth quarter of 2022. The Company’s other investment is its approximately 33.3% membership interest in the 40 East End Ave. Joint Venture, which substantially completed the development and construction of a 29-unit luxury residential condominium project (the “40 East End Avenue Project”) located at the corner of 81st Street and East End Avenue in the Upper East Side neighborhood of New York City in March 2020, which was at the onset of the COVID-19 pandemic. Thereafter, the pace of condominium unit sales has been impacted by the ongoing COVID-19 pandemic and through March 31, 2022, 16 of the condominium units had been sold. Additionally, because of the pace of condominium sales, the 40 East End Joint Venture has obtained an amendment, including an extension of the maturity date, to the loan secured by the remaining unsold condominium units. See Note 4 for additional information.

The extent to which the Company’s business may be affected by the ongoing COVID-19 pandemic will largely depend on both current and future developments, all of which are highly uncertain and cannot be reasonably predicted. If the Company’s investments in the ~~unconsolidated affiliated real estate entities is as follows:~~

~~The Cove~~Williamsburg Moxy Hotel development project and/or 40 East End Ave. Joint Venture are negatively impacted, its business and financial results could be materially and adversely impacted.

The Company has reviewed and determined that recently issued accounting pronouncements will not have a material impact on its financial position, results of operations and cash flows, or do not apply to its current operations.

On ~~September 29, 2016,~~July 17, 2019, the Company, through its then wholly owned subsidiary, ~~REIT Cove~~Bedford Avenue Holdings LLC ~~(“REIT Cove”), LSG Cove LLC (“LSG Cove”), an affiliate~~acquired four adjacent parcels of ~~the Lightstone Group, LLC, the Company’s sponsor and a related party, and Maximus Cove Investor LLC (“Maximus”), an unrelated third party~~land located at 353-361 Bedford Avenue in Brooklyn, New York (collectively, the ~~“Buyer”~~“Williamsburg Land”), ~~entered into~~from unaffiliated third parties, for an ~~agreement~~aggregate purchase price of ~~sale~~approximately $30.4 million, excluding closing and ~~purchase~~other acquisition related costs, on which it is developing and constructing the Williamsburg Moxy Hotel.

On August 5, 2021, the Company formed the Williamsburg Moxy Hotel Joint Venture with ~~an unrelated third party, RP Cove, L.L.C (the “Seller”),~~Lightstone REIT III, pursuant to which Lightstone REIT III acquired 25% of the ~~Buyer would acquire the Seller’s~~Company’s membership interest in ~~RP Maximus Cove, L.L.C. (the “Cove Joint Venture”) for approximately $255.0 million (the “Cove Transaction”). The Cove Joint Venture owns and operates The Cove at Tiburon (“~~the Cove”), a 281-unit, luxury waterfront multifamily rental property located in Tiburon, California. Prior to entering into the Cove Transaction, Maximus previously owned a separate noncontrolling interest in the Cove Joint Venture.

~~On January 31, 2017, REIT Cove entered into an Assignment and Assumption Agreement (the “Assignment”) with another of the Company’s wholly owned subsidiaries, REIT IV COVE~~Bedford Avenue Holdings LLC (“REIT IV Cove”) and REIT III COVE LLC (“REIT III Cove”), a subsidiary of the operating partnership of Lightstone Value Plus Real Estate Investment Trust III, Inc., a real estate investment trust also sponsored by the Company’s sponsor and a related party, and together with REIT IV Cove, collectively, the “Assignees”. Under the terms of the Assignment, the Assignees were assigned the rights and obligations of REIT Cove with respect to the Cove Transaction.

~~On January 31, 2017, REIT IV Cove, REIT III Cove, LSG Cove, and Maximus (the “Members”) completed the Cove Transaction~~ for aggregate consideration of ~~approximately $255.0 million, which consisted of $80 million of cash and $175 million of proceeds from a loan from a financial institution~~$7.9 million. Subsequent to the ~~Cove~~initial acquisition, Lightstone REIT III made additional capital contributions to the Williamsburg Moxy Hotel Joint Venture of $4.4 million through March 31, 2022, including $0.1 million made during the three months ended March 31, 2022.

As a result, the Company and Lightstone REIT III have 75% and 25% membership interests, respectively, in the Williamsburg Moxy Hotel Joint Venture. ~~The Company paid approximately $20.0 million for a 22.5% membership interest in the Cove Joint Venture. In connection with the acquisition,~~Additionally, the Company ~~paid~~is the ~~Advisor an acquisition fee of $573,750, equal to 1.0%~~managing member of the ~~Company’s pro-rata share of the contractual purchase price which has been included in investments in unconsolidated affiliated real estate entities on the consolidated balance sheets.~~

~~The Company’s interest in the Cove~~Williamsburg Moxy Hotel Joint Venture ~~is a non-managing interest. The Company determined that the Cove Joint Venture is a variable interest entity (“VIE”)~~ and because the Company exerts significant influence over but does not control the Cove Joint Venture, it will account for its ownership interest in the Cove Joint Venture in accordance with the equity method of accounting. All distributions of earnings from the Cove Joint Venture will be made on a pro rata basis in proportion to each Members’ equity interest percentage. Any distributions in excess of earnings from the Cove Joint Venture will be made to the Members pursuant to the terms of the Cove Joint Venture’s operating agreement. An affiliate of Maximus is the asset manager of The Cove and receives certain fees as defined in the Property Management Agreement for the management of The Cove. The Company commenced recording its allocated portion of profit or loss and cash distributions beginning as of January 31, 2017Lightstone REIT III has consent rights with respect to ~~its membership interest of 22.5% in the Cove Joint Venture.~~all major decisions.

In connection with the closing of the Cove Transaction, the Cove Joint Venture simultaneously entered into a $175.0 million loan (the “Loan”) initially scheduled to mature on January 31, 2020 with two, one-year extension options, subject to certain conditions. The Loan requires monthly interest payments through its maturity date. The Loan bears interest at Libor plus 3.85% through its initial maturity and Libor plus 4.15% during each of the extension periods. The Loan is collateralized by The Cove and an affiliate of the Sponsor (the “Guarantor”) has guaranteed the Cove Joint Venture‘s obligation to pay the outstanding balance of the Loan up to approximately $43.8 million (the “Loan Guarantee”). The Members have agreed to reimburse the Guarantor for any balance that may become due under the Loan Guarantee, of which the Company’s share is up to approximately $10.9 million.

Starting in 2013, the Cove has been undergoing an extensive refurbishment which is substantially completed. The Members intend to use remaining proceeds from the Loan and to invest additional capital if necessary to complete the remainder of the refurbishment. The Guarantor provided an additional guarantee of up to approximately $13.4 million (the “Refurbishment Guarantee”) to provide the necessary funds to complete the remaining renovations as defined in the Loan. The Members have agreed to reimburse the Guarantor for any balance that may become due under the Refurbishment Guarantee, of which the Company’s share is up to approximately $3.3 million.

The Company has determined that the ~~fair value of both the Loan Guarantee~~Williamsburg Moxy Hotel Joint Venture is a VIE and the ~~Refurbishment Guarantee are immaterial.~~

~~The Cove~~Company is the primary beneficiary. As the Company is the member most closely associated with the Williamsburg Moxy Hotel Joint Venture ~~Condensed Financial Information~~and therefore has the power to direct the activities of the Williamsburg Moxy Hotel Joint Venture that most significantly impact its performance, the Company consolidates the operating results and financial condition of the Williamsburg Moxy Hotel Joint Venture and accounts for the ownership interest of Lightstone REIT III as noncontrolling interests. Contributions are allocated in accordance with each investor’s ownership percentage. Profit and cash distributions are allocated in accordance with each investor’s ownership percentage.

~~The Company’s carrying value~~On August 4, 2021, the Williamsburg Joint Venture entered into a development agreement (the “Development Agreement”) with an affiliate of ~~its interest~~the Advisor (the “Williamsburg Moxy Developer”) pursuant to which the Williamsburg Moxy Developer is being paid a development fee equal to 3% of hard and soft costs, as defined in the ~~Cove~~Development Agreement, incurred in connection with the development and construction of the Williamsburg Moxy Hotel (see Note 6 for additional information). Additionally on August 5, 2021, the Williamsburg Moxy Joint Venture differs from its share of member’s equity reported in the condensed balance sheet of the Cove Joint Venture due to the Company’s basis of its investment in excess of the historical net book value of the Cove Joint Venture. The Company’s additional basis allocated to depreciable assets is being recognized on a straight-line basis over the lives of the appropriate assets.

~~The following table represents the unaudited condensed income statement~~obtained construction financing for the ~~Cove Joint Venture:~~Williamsburg Moxy Hotel as discussed below. The Williamsburg Moxy Hotel is under currently under construction and expected to open during the fourth quarter of 2022.

LIGHTSTONE ~~REAL ESTATE INCOME TRUST~~VALUE PLUS REIT IV, INC. AND SUBSIDIARIES

As of March 31, 2022, the Williamsburg Moxy Hotel Joint Venture incurred and capitalized to construction in progress an aggregate of $83.8 million (including capitalized interest of $4.3 million) consisting of acquisition and other costs attributable to the development of the Williamsburg Moxy Hotel. During the three months ended March 31, 2022 and 2021, the Company capitalized interest of $1.1 million and $0.1 million, respectively, in connection with the development of the Williamsburg Moxy Hotel.

On August 5, 2021, the Williamsburg Moxy Hotel Joint Venture entered into a recourse construction loan facility for up to $77.0 million (the “Moxy Construction Loan”) scheduled to mature on February 5, 2024, with two, six-month extension options, subject to the satisfaction of certain conditions. The ~~following table represents~~Moxy Construction Loan bears interest at LIBOR plus 9.00%, subject to a 9.50% floor, with monthly interest-only payments based on a rate of 7.50% with the ~~unaudited condensed~~accrued and unpaid interest added to the outstanding loan balance ~~sheet for~~and due at maturity. The Moxy Construction Loan is collateralized by the ~~Cove~~Williamsburg Moxy Hotel. As of March 31, 2022 and December 31, 2021, the outstanding principal balance of the Moxy Construction Loan was $29.5 million (including $0.3 million of interest capitalized to principal) which is presented, net of deferred financing fees of $3.3 million and $18.6 million (including $0.1 million of interest capitalized to principal) which is presented, net of deferred financing fees of $3.7 million, respectively, on the consolidated balance sheets and is classified as mortgage payable, net. As of March 31, 2022, the remaining availability under the facility was up to $47.8 million.

In connection with the Moxy Construction Loan, the Williamsburg Moxy Hotel Joint ~~Venture:~~Venture has provided certain completion and carry cost guarantees. Furthermore, in connection with the Moxy Construction Loan, the Williamsburg Moxy Hotel Joint Venture paid $3.7 million of loan fees and expenses and accrued $0.8 million of loan exit fees which are due at the initial maturity date and are included in accounts payable, accrued expenses and other liabilities on the consolidated balance sheets as of both March 31, 2022 and December 31, 2021.

On March 31, 2017, the Company entered into a joint venture agreement (the “40 East End Ave. Transaction”) with SAYT Master Holdco LLC, an entity majority-owned and controlled by David Lichtenstein, who also majority owns and controls the ~~Company’s~~ Sponsor, ~~and~~ a related party (the ~~“Seller”~~“40 East End Seller”), providing for the Company to acquire ~~33.3%~~approximately 33.3% of the 40 East End Seller’s approximate 100% membership interest in 40 East End Ave. Pref Member LLC ( “40 East End Ave. Joint Venture”) for aggregate consideration of approximately $10.3 million. During the six months ended September 30, 2017, the Company contributed an additional $2.3 million to the 40 East End Ave. Joint ~~Venture.~~Venture for aggregate consideration of $10.3 million.

In accordance with the Company’s charter, a majority of the Company’s board of directors, including a majority of the Company’s independent directors not otherwise interested in the transaction, approved the 40 East End Ave. Transaction as fair and reasonable to the Company and on terms and conditions not less favorable to the Company than those available from unaffiliated third parties.

The Company’s ownership interest in the 40 East End Ave. Joint Venture is a non-managing interest. Because the Company exerts significant influence over but does not control the 40 East End Ave. Joint Venture, it ~~will account~~accounts for its ownership interest in the 40 East End Ave. Joint Venture in accordance with the equity method of accounting. All contributions to and distributions of earnings from the 40 East End Ave. Joint Venture ~~will be~~are made on a pro rata basis in proportion to each ~~Member’s~~member’s equity interest percentage. Any distributions in excess of earnings from the 40 East End Ave. Joint Venture ~~will be~~are made to the ~~Members~~members pursuant to the terms of its operating agreement. The Company ~~will commence~~commenced recording its allocated portion of earnings and cash distributions, if any, from the 40 East End Ave. Joint Venture beginning as of March 31, 2017 with respect to its membership interest of approximately ~~33.3%~~33.3% in the 40 East End Ave. Joint Venture. Additionally, Lightstone Value Plus ~~Real Estate Investment Trust,~~REIT I, Inc. (“Lightstone REIT I”), a ~~real estate investment trust~~REIT also sponsored by the ~~Company’s~~ Sponsor, ~~has~~ made ~~$30.0~~$30.0 million of preferred equity contributions (the “Preferred Contributions”) to a subsidiary of the 40 East End Ave. Joint Venture, pursuant to an instrument that entitles Lightstone REIT I to monthly preferred distributions at a rate of ~~12%~~12% per annum. No distributions may be paid to the members until the Preferred Contributions are redeemed in full.

The 40 East End Ave. Joint Venture, through affiliates, owns the 40 East End Avenue Project, a ~~parcel of land~~luxury residential 29-unit condominium project located at the corner of 81^st81st Street and East End Avenue in the Upper East Side neighborhood of New York ~~City on which it is constructing a luxury residential project consisting~~City. The 40 East End Avenue Project received its final TCO in March 2020 and through March 31, 2022, 16 of 29the condominium ~~units. As of and for the nine months ended September 30, 2017,~~units have been sold.

On December 19, 2019, the 40 East End Ave. Joint Venture obtained financing (the “Condo Loan”) from a financial institution of $95.2 million, of which $90.2 million was ~~being developed~~initially funded at closing and ~~therefore had no results~~the remaining $5.0 million was subsequently advanced in April 2020. The Condo Loan, which was previously scheduled to mature on December 19, 2021, bears interest at LIBOR plus 2.45%, which is payable monthly, and requires principal payments to be made at certain prescribed amounts from proceeds from the sales of ~~operations.~~condominium units with any remaining outstanding balance due in full at maturity.

LIGHTSTONE ~~REAL ESTATE INCOME TRUST~~VALUE PLUS REIT IV, INC. AND SUBSIDIARIES

On December 30, 2021, the 40 East End Ave. Joint Venture and the financial institution amended the Condo Loan providing for an extension of the maturity date to December 20, 2022 and revisions to the timing and amounts of required principal payments to be made from proceeds from the sale of condominium units. Pursuant to the amended terms of the Condo Loan, the 40 East End Ave. Joint Venture would have been required to make a principal paydown on May 20, 2022, if the then outstanding principal balance of the Condo Loan has not been paid down to at least $26.5 million as of that date, with any remaining outstanding balance due in full at maturity. As of March 31, 2022, the Condo Loan had an outstanding principal balance of $32.0 million. During April 2022, two additional condominium units were sold and aggregate proceeds of $8.9 million were used to make principal paydowns on the Condo Loan reducing its outstanding balance to $23.1 million.

As discussed above, the Condo Loan is currently scheduled to mature on December 20, 2022. If the Condo Loan has not been repaid in full before its maturity date, the 40 East End Ave. Joint Venture intends to seek a further extension to the maturity date. However, there can be no assurance that the 40 East End Ave. Joint Venture will be successful in such endeavors.

The Sponsor and its affiliates (collectively, the “40 East End Guarantors”) have provided certain guarantees with respect to the Condo Loan and the members have agreed to reimburse the 40 East End Guarantors for any balance that may become due under the guarantees (the “40 East End Guarantee”), of which the Company’s share is approximately 33.3%. The Company has determined that the fair value of its share of the 40 East End Guarantee is immaterial.

In connection with the closing of the Condo Loan, the 40 East End Ave. Joint Venture used a portion of the initial loan proceeds to (i) fully repay an aggregate of $80.5 million of principal and interest under a construction loan and (ii) redeem $9.5 million of Lightstone REIT I’s Preferred Contributions. The 40 East End Ave. Joint Venture subsequently redeemed an additional $3.5 million and $11.0 million of Preferred Contributions on December 26, 2019 and February 13, 2020, respectively, reducing Lightstone REIT I’s Preferred Contributions to $6.0 million, which remains outstanding as of March 31, 2022.

Subsequent to the Company’s acquisition through March 31, 2022, it has made an aggregate of $6.1 million of additional capital contributions to the 40 East End Ave. Joint Venture, of which $0.2 million was made during the three months ended March 31, 2022.

The following table represents the ~~unaudited~~ condensed ~~balance sheet~~income statements for the 40 East End Ave. Joint Venture:

The following table represents the condensed balance sheets for the 40 East End Ave. Joint Venture:

On March 25, 2020, the Board of Directors determined to suspend regular monthly distributions for months ending after March 2020.

Future distributions, if any, declared will be at the discretion of the Board of Directors based on their analysis of the Company’s performance over the previous periods and expectations of performance for future periods. The Board of Directors will consider various factors in its determination, including but not limited to, the sources and availability of capital, operating and interest expenses, the Company’s ability to refinance near-term debt, as well as the IRS’s annual distribution requirement that REITs distribute no less than 90% of their taxable income. The Company cannot assure that any future distributions will be made or that it will maintain any particular level of distributions that it has previously established or may establish.

The Company’s share repurchase program may provide its stockholders with limited, interim liquidity by enabling them to sell their Common Shares back to the Company, subject to restrictions.

On March 25, 2020, the Board of Directors amended the share repurchase program to remove stockholder notice requirements and also approved the suspension of all redemptions effective immediately.

Effective May 10, 2021, the Board of Directors reopened the share repurchase program for redemptions submitted in connection with a stockholder’s death or hardship and set the price for all such purchases at the Company’s estimated net asset value per share, as determined by the Company’s board of directors and reported by the Company from time to time.

Deaths that occurred subsequent to January 1, 2020 are eligible for consideration, subject to certain conditions. Beginning January 1, 2022, requests for redemptions in connection with a stockholder’s death must be submitted and received by the Company within one year of the stockholder’s date of death for consideration.

On an annual basis, the Company will not redeem in excess of 0.5% of the number of shares outstanding as of the end of the preceding year for either death or hardship redemptions, respectively. Redemption requests are expected to be processed on a quarterly basis and may be subject to pro ration if either type of redemption requests exceed the annual limitation.

For the three months ended March 31, 2022, the Company repurchased 25,429 Common Shares at an average price per share of $8.50 per share.

~~The Company had no potentially dilutive securities outstanding during the periods presented. Accordingly,~~Net earnings per ~~share~~Common Share on a basic and fully diluted basis is ~~calculated by dividing net income/(loss)~~earnings divided by the ~~weighted-average~~weighted average number of shares of common stock ~~outstanding during the applicable period.~~outstanding. The Company does not have any potentially dilutive securities.

The subscription receivable relates to shares issued to the Company’s shareholders for which the proceeds have not yet been received by the Company as of the balance sheet date solely due to timing of transfers from the escrow agent holding the funds.

On November 9, 2017, the Board of Directors authorized and the Company declared a distribution for each month during the three-month period ending March 31, 2018. The distributions will be calculated based on shareholders of record at a rate of $0.002191781 per day, and will equal a daily amount that, if paid each day for a 365-day period, would equal a 8.0% annualized rate based on a share price of $10.00 payable on or about the 15th day following each month end to stockholders of record at the close of business on the last day of the prior month.

On August 15, 2017, September 15, 2017 and October 16, 2017, the Company paid distributions for the months ended July 31, 2017, August 31, 2017 and September 30, 2017, respectively, totaling $1,801,111. The distributions were paid in cash. The distributions were paid from a combination of cash flows provided by operations ($853,784 or 47%) and offering proceeds ($947,327 or 53%).

Selling commissions and dealer manager fees were paid to the Dealer Manager, pursuant to various agreements that were terminated on March 31, 2017, in connection with the termination of the Offering, and other third-party offering costs such as registration fees, due diligence fees, marketing costs, and professional fees are accounted for as a reduction against additional paid-in capital as costs are incurred. Organizational costs are expensed as general and administrative costs. The following table represents the selling commissions and dealer manager and other offering costs for the periods indicated:

Since the Company’s inception through March 31, 2017 (the termination date of the Offering), it incurred approximately $7.6 million in selling commissions and dealer manager fees and $3.2 million of other offering costs in connection with the public offering of shares of its common stock.

~~In addition to certain agreements with the Sponsor and Dealer Manager (see Note 5), the~~The Company has agreements with the Advisor to pay certain fees, in exchange for services performed by the Advisor and/or its affiliated entities.

The ~~following table represents~~advisory agreement has a one-year term and is renewable for an unlimited number of successive one-year periods upon the ~~fees incurred associated with~~mutual consent of the ~~payments~~Advisor and the Company’s independent directors. Payments to the ~~Company’s~~ Advisor ~~for~~or its affiliates may include asset acquisition fees and the ~~periods indicated:~~

~~On November 25, 2015,~~ the ~~Company entered into an agreement (the “Moxy Transaction”) with various related party entities that provides for the Company to make aggregate preferred equity contributions (the “105-109 W. 28~~^th~~Street Preferred Investment”)~~reimbursement of ~~up to $20.0 million in various affiliates of its Sponsor (the “Developer”) which owns a parcel of land located at 105-109 W. 28~~^th ~~Street, New York, NY at which they are constructing a 343-room Marriott Moxy hotel. The 105-109 W. 28~~^th~~Street Preferred Investment is made pursuant to an instrument that entitles the Company to monthly preferred distributions at a rate of 12% per annum~~development-related costs, financing coordination fees, asset management fees or asset management participation, and ~~was redeemable by the Company at the earlier of (i) the date that is two years from the date of the Company’s final contribution or (ii) the third anniversary of 105-109 W. 28~~^th~~Street Preferred Investment.~~construction management fees. The Company may also ~~have requested redemption or a restructuring~~reimburse the Advisor and its affiliates for actual expenses it incurs for administrative and other services provided for it. Upon the liquidation of the ~~agreement prior~~Company’s assets, it may pay the Advisor or its affiliates a disposition commission.

Development fees and the reimbursement of development-related costs that the Williamsburg Moxy Joint Venture pays to the ~~acceptance of any construction financing, which was obtained~~Advisor and its affiliates are capitalized and included in ~~December 2016. On September 30, 2016,~~ the ~~Company and the Developer amended the Moxy Transaction so that the Company’s contributions would become redeemable on the fifth anniversary~~carrying value of the investment in the Williamsburg Moxy ~~Transaction. The 105-109 W. 28~~^th~~Street Preferred Investment is classified as a held-to-maturity security and recorded at cost.~~

~~On August 30, 2016, the Company and the Developer amended the Moxy Transaction so that Company’s total aggregate contributions under the 105-109 W. 28~~^th~~Street Preferred Investment would increase by $17.0 million to $37.0 million.~~

~~As of both September 30, 2017 and December 31, 2016, the 105-109 W. 28th Street Preferred Investment had an outstanding balance of $37.0 million,~~Hotel, which is classified as ~~an investment~~construction in ~~related party~~progress on the consolidated balance sheets. During the three ~~and nine~~ months ended ~~September 30, 2017,~~March 31, 2022 and 2021, the Company ~~recorded $1,134,667~~incurred development fees and ~~$3,367,000, respectively,~~reimbursed development-related costs totaling $0.4 million and ~~during the three and nine months ended September 30, 2016,~~$0.1 million, respectively. See Note 3 for additional information.

As of December 31, 2021, the Company ~~recorded $600,366~~owed the Advisor and ~~$1,103,133, respectively,~~its affiliated entities $0.3 million, which is included in accounts payable, accrued expenses and other liabilities on the consolidated balance sheets. Additionally, as of ~~investment income related to~~March 31, 2022 the ~~105-109 W. 28~~^th~~Street Preferred Investment. The Company’s~~ Advisor ~~elected to waive~~and its affiliated entities owed the ~~acquisition fee associated with this transaction.~~Company $49,413, which was included in restricted cash and other assets on the consolidated balance sheets.

On March 18, 2016, the Company ~~and its Sponsor~~ entered into a subordinated unsecured loan agreement (the “Subordinated Agreement”) with the Sponsor pursuant to which the Sponsor ~~had committed to make a significant investment in the Company~~made aggregate principal advances of ~~up to $36.0~~$12.6 million ~~which is equivalent to 12.0%~~through March 31, 2017 (the termination date of the ~~$300.0 million maximum offering amount of Common Shares.~~Offering). The outstanding principal advances ~~under the Subordinated Agreement (the “Subordinated Advances”) will~~ bear interest at a rate of ~~1.48%~~1.48%, which was equal to the mid-term applicable U.S. federal rate as of March 2016. Interest will retroactively accrue on the outstanding advances under the Subordinated Agreement back to the date of each quarterly draw, but no interest or ~~outstanding advances will be~~principal is due ~~and~~or payable to the Sponsor until holders of the Company’s Common Shares have received ~~liquidation~~liquidating distributions equal to their respective net investments (defined as ~~$10.00~~$10.00 per Common Share) plus a cumulative, pre-tax, non-compounded annual return of ~~8.0%~~8.0% on their respective net investments.

Distributions in connection with a liquidation of the Company initially will be made to holders of its Common Shares until holders of its Common Shares have received liquidation distributions equal to their respective net investments plus a cumulative, pre-tax, non-compounded annual return of ~~8.0%~~8.0% on their respective net investments. Thereafter, only if additional liquidating distributions are available, the Company will be obligated to repay the outstanding principal advances ~~under the Subordinated Agreement~~ and related accrued interest to the Sponsor, as described in the Subordinated Agreement. In the event that additional liquidation distributions are available after the Company repays its holders of common stock their respective net investments plus their 8% return on investment and then the outstanding principal advances under the Subordinated Agreement and accrued interest to ~~its~~the Sponsor, such additional distributions will be paid to holders of its Common Shares and ~~its~~the Sponsor: ~~85.0%~~85.0% of the aggregate amount will be payable to holders of the Company’s Common Shares and the remaining ~~15.0%~~15.0% will be payable to the Sponsor.

The ~~Subordinated Advances~~principal advances and ~~its~~the related interest are subordinate to all of the Company’s obligations as well as to the holders of its Common Shares in an amount equal to the shareholder’s net investment plus a cumulative, pre-tax, non-compounded annual return of ~~8.0%~~8.0% and only potentially payable in the event of a liquidation of the Company.

As of September 30, 2017, an aggregate of approximately $12.6 million of Subordinated Advances had been funded, which along with the related accrued interest of $211,694, are classified as Subordinated Advances – Related Party, a liability on the consolidated balance sheets. During the three and nine months ended September 30, 2017, the Company accrued $47,122 and $139,831, respectively, of interest on the Subordinated Advances and during the three and nine months ended September 30, 2016, the Company accrued $21,138 and $32,787, respectively, of interest on the Subordinated Advances.

In connection with the termination of the Offering, on March 31, 2017, the Company and the Sponsor simultaneously terminated the Subordinated Agreement. As a result of the termination, the Sponsor is no longer obligated to make ~~Subordinated Advances~~any additional principal advances to the Company. Interest will continue to accrue on the ~~aggregate Subordinated Advances~~outstanding principal advances and repayment, if any, of the ~~Subordinated Advances~~principal advances and related accrued interest will be made according to the terms of the Subordinated Agreement disclosed above.

As of both March 31, 2022 and December 31, 2021, an aggregate of approximately $12.6 million of Subordinated Advances had been funded, which along with the related accrued interest of $1.1 million and $1.0 million, respectively, are classified as Subordinated Advances – Related Party, a liability on the consolidated balance sheets. During both the three months ended March 31, 2022 and 2021, the Company accrued $46,098 of interest on the Subordinated Advances.

From time to time in the ordinary course of business, the Company may become subject to legal proceedings, claims or disputes.

As of the date hereof, the Company is not a party to any material pending legal proceedings of which the outcome is probable or reasonably possible to have a material adverse effect on its results of operations or financial condition, which would require accrual or disclosure of the contingency and possible range of loss. Additionally, the Company has not recorded any loss contingencies related to legal proceedings in which the potential loss is deemed to be remote.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion and analysis should be read in conjunction with the accompanying consolidated financial statements of Lightstone ~~Real Estate Income Trust~~Value Plus REIT IV, Inc. and Subsidiaries ~~(‘‘~~(“Lightstone ~~Income Trust’’~~REIT IV”), and the notes thereto. As used herein, the terms “we,” “our” and “us” refer to Lightstone ~~Real Estate Income Trust~~Value Plus REIT IV, Inc., a Maryland corporation, and its subsidiaries.

Certain information included in this Quarterly Report on Form 10-Q contains, and other materials filed or to be filed by us with the Securities and Exchange Commission (the “SEC”), contain or will contain, forward-looking statements. All statements, other than statements of historical facts, including, among others, statements regarding our possible or assumed future results of our business, financial condition, liquidity, results of operations, plans and objectives, are forward-looking statements. Those statements include statements regarding the intent, belief or current expectations of Lightstone ~~Real Estate Income Trust~~Value Plus REIT IV, Inc. and members of our management team, as well as the assumptions on which such statements are based, and generally are identified by the use of words such as “may,” “will,” “seeks,” “anticipates,” “believes,” “estimates,” “expects,” “plans,” “intends,” “should” or similar expressions. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that actual results may differ materially from those contemplated by such forward-looking statements.

Such statements are based on assumptions and expectations which may not be realized and are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy and some of which might not even be anticipated. Future events and actual results, financial and otherwise, may differ from the results discussed in the forward-looking statements.

Risks and other factors that might cause differences, some of which could be material, include, but are not limited to, economic and market conditions, competition, tenant or joint venture partner(s) bankruptcies, our lack of operating history, the availability of cash flows from operations to pay distributions, changes in governmental, tax, real estate and zoning laws and regulations, ~~failure to increase tenant occupancy and operating income, rejection of leases by tenants in bankruptcy,~~ financing and development risks, construction ~~and lease-up~~ delays, cost overruns, the level and volatility of interest rates, the ~~rate of revenue increases versus expense increases, the financial stability of various tenants and industries, the failure~~effect of the ~~Company~~phase-out of the London Interbank Offered Rate, or LIBOR, as a variable rate debt benchmark and the transition to a different benchmark interest rate, our failure to make additional investments in real estate properties, ~~the failure to upgrade our tenant mix,~~ restrictions in current financing arrangements, ~~the failure to fully recover tenant obligations for common area maintenance,~~ insurance, taxes and other property expenses, ~~the~~our failure ~~of the Company~~ to continue to qualify as a real estate investment trust (“REIT”), the failure to refinance debt at favorable terms and conditions, an increase in impairment charges, loss of key personnel, failure to achieve earnings/funds from operations targets or estimates, conflicts of interest with the Advisor and the Sponsor and their affiliates, failure of joint venture relationships, significant costs related to environmental issues and uncertainties regarding the impact of the current COVID-19 pandemic, and restrictions intended to prevent its spread on our business and the economy generally, as well as other risks listed from time to time in this Form 10-Q, our ~~Registration Statements on~~ Form ~~S-11, as the same may be amended and supplemented from time to time,~~10-K and in ~~the Company’s~~our other reports filed with the SEC.

We believe these forward-looking statements are reasonable; however, undue reliance should not be placed on any forward-looking statements, which are based on current expectations. All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are qualified in their entirety by these cautionary statements. Further, forward-looking statements speak only as of the date they are made, and we undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time unless required by law.

Lightstone Value Plus REIT IV, Inc. (“Lightstone REIT IV”), which was formerly known as Lightstone Real Estate Income Trust, Inc. before September 15, 2021, is a Maryland corporation, formed on September 9, 2014, which elected to qualify as a real estate investment trust (“REIT”) for U.S. federal income tax purposes beginning with the taxable year ending December 31, 2016.

Lightstone REIT IV, together with its subsidiaries is collectively referred to as the ~~‘‘Company’’~~“Company” and the use of ~~‘‘we,’’ ‘‘our,’’ ‘‘us’’~~“we,” “our,” “us” or similar pronouns refers to Lightstone ~~Income Trust~~REIT IV or the Company as required by the context in which any such pronoun is used.

~~Lightstone Income Trust has~~We have and ~~expects~~intend to continue to seek opportunities to ~~originate, acquire~~invest in real estate and ~~manage a diverse portfolio of~~ real estate-related investments. ~~The Company~~Our real estate investments may ~~invest in~~include operating properties and development projects and our real estate-related investment may include mezzanine loans, ~~first lien mortgage loans, second lien~~ mortgage loans, bridge loans and preferred equity interests, ~~in each case~~ with a focus on development-related investments, including investments intended to finance development or redevelopment opportunities. We may also invest in debt and derivative securities related to real estate assets. ~~We expect that a majority~~A portion of our investments by value ~~will~~may be secured by or related to properties or entities advised by, or wholly or partially, directly or indirectly owned by ~~the Sponsor, by~~The Lightstone Group, LLC (the “Sponsor”), its affiliates or byother sponsored real estate investment programs ~~sponsored by it.~~it sponsors. Although we expect that most of our investments will be of these various types, we may also invest in whatever types of investments that we believe are in our best interests.

~~Capital required to originate~~We currently have one operating segment. As of March 31, 2022, we majority owned and ~~acquire investments~~consolidated the operating results of a joint venture (the “Williamsburg Moxy Hotel Joint Venture”), in which it has a 75% membership interest, and ~~conduct~~held an unconsolidated approximate 33.3% membership interest in 40 East End Ave. Pref Member LLC (the “40 East End Ave. Joint Venture”). We account for our ~~operations was obtained from public offerings of shares of our common stock and is expected to be obtained from any indebtedness that we may incur either~~unconsolidated membership interest in ~~connection~~the 40 East End Ave. Joint Venture in accordance with the ~~acquisition~~equity method of ~~any real estate and real estate related investments or thereafter. We were dependent upon the net proceeds from public offerings of our common stock to conduct our proposed activities.~~accounting.

~~We sold 20,000 Common Shares to~~Our advisor is Lightstone Real Estate Income LLC, a Delaware limited liability company (the ~~‘‘Advisor’’~~“Advisor”), ~~an entity~~which is majority owned by David ~~Lichtenstein, on~~Lichtenstein. On September 12, 2014, the Advisor contributed $200,000 to Lightstone REIT IV in exchange for 20,000 shares of common stock (“Common Shares”), or $10.00 per share. Mr. Lichtenstein also is a majority owner of the equity interests of ~~our sponsor,~~The Lightstone Group, LLC. The Lightstone Group, LLC served as the Sponsor during our initial public offering (the ~~‘‘Sponsor’’).~~

~~Our registration statement on Form S-11(the~~ “Offering”), pursuant to which we offered to sell up to 30,000,000 shares of our common stock (which may be referred to herein as ‘‘shares of common stock’’ or as ‘‘Common Shares’’) for an initial offering price of $10.00 per share, subject to certain volume and other discounts (the “Primary Offering”) (exclusive of 10,000,000 shares available pursuant to its distribution reinvestment plan (the “DRIP”) which were offered at a discounted price equivalent to 95% of the Primary Offering price per Common Share) was declared effective by the SEC under the Securities Act of 1933 on February 26, 2015. On June 30, 2016, we adjusted our offering price to $9.14 per Common Share in our Primary offering, which was equal to our estimated net asset value (“NAV”) per Common Share as of March 31, 2016, and effective July 25, 2016, our offering price was adjusted to $10.00 per Common Share in our Primary Offering, which is equal to the estimated NAV per Common Share as of June 30, 2016. Our estimated NAV per Common Share remained unchanged at $10.00 as of both September 30, 2016 and December 31, 2016. The Offering, which terminated on March 31, ~~2017, raised aggregate gross proceeds of approximately $85.6 million from the sale of 8.9 million shares of our common stock (including~~2017. Mr. Lichtenstein owns 222,222 Common Shares which were issued on June 15, 2015 for $2.0 million, ~~in Common Shares at a purchase price of~~or $9.00 per ~~Common Share~~share. Subject to ~~an entity 100% owned by David Lichtenstein, who also owns a majority interest in~~ the ~~Company’s Sponsor).~~

~~On April 21, 2017, the Company’s~~oversight of our board of directors ~~approved~~(the “Board of Directors”) and pursuant to the ~~termination~~terms of ~~the DRIP effective May 15, 2017. Previously, the Company’s stockholders had~~ an option to elect the receipt of shares of the Company’s common stock in lieu of cash distributions under the Company’s DRIP, however, all future distributions will be in the form of cash. In addition, through May 15, 2017 (the termination date of the DRIP), we issued approximately 0.1 million shares of common stock under our DRIP, representing approximately $1.2 million of additional proceeds under the Offering.

~~We have no employees. We retained~~advisory agreement, the Advisor ~~to manage~~has the primary responsibility for making investment decisions on our ~~affairs on a~~behalf and managing our day-to-day ~~basis. Orchard Securities, LLC (the ‘‘Dealer Manager’’) served~~operations. Mr. Lichtenstein also acts as ~~the dealer manager of the Offering until their termination on March 31, 2017 as~~our Chairman and Chief Executive Officer. As a result, ~~of the termination of the Offering.~~he exerts influence over but does not control Lightstone REIT IV.

We do not have any employees. The Advisor ~~is an affiliate of the Sponsor. The Advisor will receive~~receives compensation and fees for services related to the investment and management of our ~~assets during our offering, acquisition, operational and liquidation stages.~~assets. The Advisor has certain affiliates which may manage the properties we acquire. However, we may also contract with other unaffiliated third-party property managers.

On March 18, 2016, we and our Sponsor entered into a subordinated unsecured loan agreement (the “Subordinated Agreement”) pursuant to which the Sponsor had committed to make a significant investment in us of up to $36.0 million, which was equivalent to 12.0% of the $300.0 million maximum offering amount of Common Shares. The outstanding advances under the Subordinated Agreement (the “Subordinated Advances”) will bear interest at a rate of 1.48%, which was equal to the mid-term applicable U.S. federal rate as of March 2016. Interest will retroactively accrue on the outstanding advances under the Subordinated Agreement back to the date of each quarterly draw, but no interest or outstanding advances will be due and payable to the Sponsor until holders of the Company’sOur Common Shares ~~have received liquidation distributions equal~~are not currently listed on a national securities exchange. We may seek to ~~their respective net investments (defined as $10.00 per~~list our Common ~~Share) plus~~Shares for trading on a ~~cumulative, pre-tax, non-compounded annual return~~national securities exchange only if a majority of ~~8.0% on their respective net investments.~~

~~Distributions~~our independent directors believe listing would be in ~~connection with a liquidation~~the best interest of ~~the Company initially will~~its stockholders. We do not intend to list our shares at this time. We do not anticipate that there would be ~~made to holders of~~any market for our Common Shares until holders of our Common Shares have received liquidation distributions equal to their respective net investments plus a cumulative, pre-tax, non-compounded annual return of 8.0% on their respective net investments. Thereafter, only if additional liquidating distributionsthey are available, we will be obligated to repay the holders of common stock their respective net investments plus their 8% return on investment and then the outstanding advances under the Subordinated Agreement and accrued interest to the Sponsor, as described in the Subordinated Agreement. In the unlikely event that additional liquidation distributions are available after we repay the outstanding advances under the Subordinated Agreement and accrued interest to our Sponsor, such additional distributions will be paid to holders of our Common Shares and our Sponsor: 85.0% of the aggregate amount will be payable to holders of our Common Shares and the remaining 15.0% will be payable to the Sponsor.listed for trading.

As of September 30, 2017 an aggregate of approximately $12.6 million of Subordinated Advances had been funded, which along with the related accrued interest of $211,694, is classified as Subordinated Advances – Related Party, a liability, on the consolidated balance sheets.

In connection with the termination of the Offering, on March 31, 2017, we and our Sponsor terminated the Subordinated Agreement. As a result of the termination, our Sponsor is no longer obligated to make Subordinated Advances to the Company. Interest will continue to accrue on the aggregate Subordinated Advances and repayment, if any, of the Subordinated Advances and accrued interest will be made according to the terms of the Subordinated Agreement disclosed above.

Our operating results ~~as well as our investment opportunities~~ are substantially impacted by the overall health of ~~the North American economies. Our~~local, U.S. national and global economies and may be influenced by market and other challenges. Additionally, our business and financial performance may be adversely affected by current and future economic ~~conditions, such as~~and other conditions; including, but not limited to, availability or terms of ~~credit,~~financings, financial markets volatility, political upheaval or uncertainty, natural and man-made disasters, terrorism and acts of war, unfavorable changes in laws and regulations, outbreaks of contagious diseases, cybercrime, loss of key relationships, and recession.

To-date, the COVID-19 pandemic has not had any significant impact on our 210-room branded hotel (the “Williamsburg Moxy Hotel”) development project, which is currently under construction and expected to open during the fourth quarter of 2022. Our other investment is our approximately 33.3% membership interest in the 40 East End Ave. Joint Venture, which substantially completed the development and construction of a 29-unit luxury residential condominium project (the “40 East End Avenue Project”) located at the corner of 81^st Street and East End Avenue in the Upper East Side neighborhood of New York City in March 2020, which was at the onset of the COVID-19 pandemic. Thereafter, the pace of condominium unit sales has been impacted by the ongoing COVID-19 pandemic and through March 31, 2022, 16 of the condominium units had been sold. Additionally, because of the pace of condominium sales, the 40 East End Joint Venture has obtained an amendment, including an extension of the maturity date, to the loan secured by the remaining unsold condominium units. See Note 4 of the Notes to Consolidated Financial Statements for additional information.

The extent to which our business may be affected by ~~market~~the ongoing COVID-19 pandemic will largely depend on both current and ~~economic challenges experienced by~~future developments, all of which are highly uncertain and cannot be reasonably predicted. If our investments in the ~~U.S.~~Williamsburg Moxy Hotel development project and/or 40 East End Ave. Joint Venture are negatively impacted, our business and ~~global economies. These conditions may~~financial results could be materially ~~affect the value~~ and performance of our properties, and may affect our ability to pay distributions, the availability or the terms of financing that we have or may anticipate utilizing, and our ability to make principal and interest payments on, or refinance, any outstanding debt when due.adversely impacted.

We are not currently aware of any other material trends or uncertainties, favorable or unfavorable, ~~other than national economic conditions affecting real estate generally,~~ that may be reasonably anticipated to have a material impact on either capital resources or the revenues or income to be derived from ~~the acquisition and operation of real estate and real estate related investments,~~our operations, other than those referred to inabove or throughout this Form 10-Q. The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America (“GAAP”) requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses during a reporting period.

~~Unconsolidated Affiliated Real Estate Entity:~~As of March 31, 2022, we majority owned and consolidated the operating results of the Williamsburg Moxy Hotel Joint Venture, which is currently developing and constructing the Williamsburg Moxy Hotel, a 210-room branded hotel.

As of March 31, 2022, we held an unconsolidated approximate 33.3% membership interest in the 40 East End Ave. Joint Venture, an affiliated real estate entity which owns the 40 East End Project, a luxury residential condominium project consisting of 29 units located at the corner of 81st Street and East End Avenue in the Upper East Side neighborhood of New York City. We account for our unconsolidated membership interests in the 40 East End Ave. Joint Venture in accordance with the equity method of accounting.

There were no material changes during the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2022 to our critical accounting policies as reported in our Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2021.

~~During~~For the ~~fourth quarter of 2015~~periods presented, we ~~made our first~~had ownership interests in the following real estate and real estate-related ~~investment, the 105-109 W. 28~~^th ~~Street Preferred Investment. Additionally, we acquired a 22.5% membership in RP Maximus Cove, L.L.C. (the “Cove Joint Venture”) on January 31, 2017 and we acquired an approximate 33.3% interest in~~ investments:

On March 31, 2017, we entered into a joint venture agreement (the “40 East End Ave. ~~Joint Venture”~~Transaction”) ~~on March 31, 2017. We account~~with SAYT Master Holdco LLC, an entity majority-owned and controlled by David Lichtenstein, who also majority owns and controls the Sponsor, and a related party, (the “40 East End Seller”), providing for ~~our 22.5% interest in~~us to acquire an approximate 33.3% of the ~~Cove Joint Venture and our approximately 33.3%~~40 East End Seller’s approximate 100% membership interest in the 40 East End Ave. Joint Venture under the equity method of accounting as of September 30, 2017. The operating results of our investments are reflected in our consolidated statements of operations commencing from their respective dates of acquisition. The Cove Joint Venture owns and operates The Cove at Tiburon (“the Cove”), a 281-unit, luxury waterfront multifamily rental property located in Tiburon, California. Venture.

The 40 East End Ave. Joint Venture, through affiliates, owns the 40 East End Avenue Project, a ~~parcel of land~~luxury residential 29-unit condominium project located at the corner of 81^st Street and East End Avenue in the Upper East Side neighborhood of New York ~~City on which it is constructing a luxury residential project consisting of 29~~City. The 40 East End Avenue Project received its final TCO in March 2020 and through March 31, 2022, 16 condominium ~~units. As of and~~units have been sold.

We account for ~~the three and nine months ended September 30, 2017,~~our approximately 33.3% membership interest in the 40 East End Ave. Joint Venture ~~was being developed~~in accordance with the equity method of accounting.

On July 17, 2019, we, through our then wholly owned subsidiary, Bedford Avenue Holdings LLC acquired four adjacent parcels of land located at 353-361 Bedford Avenue in Brooklyn, New York (collectively, the “Williamsburg Land”) on which we are currently developing and ~~therefore had no~~constructing the Williamsburg Moxy Hotel.

On August 5, 2021, we formed the Williamsburg Moxy Hotel Joint Venture with Lightstone REIT III, pursuant to which Lightstone REIT III acquired 25% of our membership interest in the Bedford Avenue Holdings LLC for aggregate consideration of $7.9 million. Subsequent to the initial acquisition, Lightstone REIT III made additional capital contributions to the Williamsburg Moxy Hotel Joint Venture of $4.4 million through March 31, 2022, including $0.1 million made during the three months ended March 31, 2022.

As a result, we and Lightstone REIT III have 75% and 25% membership interests, respectively, in the Williamsburg Moxy Hotel Joint Venture.

The operating results of ~~operations. See Note 3 and Note 6~~these investments have been reflected in our consolidated statements of ~~the Notes to Consolidated Financial Statements for additional information on our investments.~~operations commencing from their respective dates of acquisition through their respective dates of disposition.

For the Three Months Ended ~~September 30, 2017~~March 31, 2022 vs. ~~September 30, 2016~~March 31, 2021

~~Investment~~Our investment income ~~which~~consisting of interest income, was ~~attributable to the 105-109 W. 28~~^th ~~Street Preferred Investment, was $1,134,667~~zero and $11,683 for the three months ended ~~September 30, 2017compared to $600,366 for the same period in 2016 as a result of the Company’s additional contribution to the105-109 W. 28~~^th ~~Street Preferred Investment subsequent to the 2016 period.~~March 31, 2022 and 2021, respectively.

~~Loss~~Earnings from investment in unconsolidated affiliated real estate entity

~~Our loss~~Our earnings from investment in unconsolidated affiliated real estate entity ~~during~~are solely attributable to our ownership interest in the 40 East End Ave. Joint Venture. The earnings from our investment in the 40 East End Ave. Joint Venture were losses of $0.3 million and $0.5 million for the three months ended ~~September 30, 2017~~March 31, 2022 and 2021, respectively. We account for our investment in the 40 East End Ave. Joint Venture in accordance with the equity method of accounting.

General and administrative expenses were $0.2 million for both the three months ended March 31, 2022 and 2021.

Interest expense, which is attributable to the outstanding principal advances of $12.6 million included in Subordinated Advances – Related Party, was ~~$741,002. Our loss from~~$46,098 for both the three months ended March 31, 2022 and 2021. Additionally, during the three months ended March 31, 2022 and 2021, $1.1 million and $0.1 million of interest was capitalized to construction in progress for our Williamsburg Moxy Hotel development project.

As of March 31, 2022, we had cash and cash equivalents of $11.4 million. We currently believe that our current available cash on hand will be sufficient to satisfy our expected cash requirements primarily consisting of our anticipated operating expenses, scheduled debt service, and any necessary capital contributions for our investment in unconsolidated affiliated real estate entity ~~is attributable~~and distributions to our ~~ownership interest in the Cove Joint Venture. Commencing on January 31, 2017 which was the date that we acquired~~shareholders, if any, required to maintain our ~~interest, we account for our ownership interest in the Cove Joint Venture under the equity method of accounting.~~

~~General and administrative expense increased by $180,687 to $265,960during the three months ended September 30, 2017 compared to $85,273for the same period in 2016. The increase reflects an increase in the asset management fees to our Advisor during the 2017 period.~~

~~Interest expense, which was attributable to the Subordinated Advances – Related Party, was $47,122 for the~~ ~~three months ended September 30, 2017compared to $21,138for the same period in 2016~~qualification as a ~~result of the additional advances funded by the Sponsorsubsequent to the 2016 period.~~

~~Investment income, which was attributable to the 105-109 W. 28~~^th ~~Street Preferred Investment, was $3,367,000 for the nine months ended September 30, 2017compared to $1,103,133 for the same period in 2016 as a result of the Company’s additional contribution to the105-109 W. 28~~^th ~~Street Preferred Investment subsequent to the 2016 period.~~

Our loss from investment in unconsolidated affiliated real estate entity during nine months ended September 30, 2017 was $2,066,879. Our loss from investment in unconsolidated affiliated real estate entity is attributable to our ownership interest in the Cove Joint Venture. Commencing on January 31, 2017 which was the date that we acquired our interest, we account for our ownership interest in the Cove Joint Venture under the equity method of accounting.

~~General and administrative expenses increased by $559,443 to $766,996 during the nine months ended September 30, 2017 compared to $207,553for the same period in 2016. The increase reflects an increase in the asset management fees to our Advisor and higher accounting and transfer agent fees during the 2017 period.~~

~~Interest expense, which was attributable to the Subordinated Advances – Related Party, was $139,831 for the~~ ~~nine months ended September 30, 2017compared to $32,787for the same period in 2016 as a result of the additional advances funded by the Sponsorsubsequent to the 2016 period.~~

For the nine months ended September 30, 2017 our primary source of funds were approximately $25.2 million of net proceeds from the sale of shares of common stock under our Offering and $2.8 million of cash flows from operations.

Our future sources of funds will primarily consist of cash on hand and cash flows from our operations. We currently believe that these cash resources will be sufficient to satisfy our cash requirements (primarily operating expenses and distributions)REIT for the foreseeable ~~future,~~future. The remaining costs associated with the development and ~~we do not anticipate a need to raise funds from other than these sources within the next twelve months.~~

We obtained the capital required to originate and acquire investments and conduct our operations from the proceeds of our Offering, and may obtain additional capital from any future offerings we may conduct, from secured or unsecured financings from banks and other lenders and from any undistributed funds from our operations.

~~Once we have fully invested the proceeds of our Offering, our portfolio-wide loan-to-value ratio (calculated after the close~~construction of the ~~Offering) is~~Williamsburg Moxy Hotel are expected to be ~~approximately 25%. For purposes of calculating~~funded from the availability under the construction financing. See “Williamsburg Moxy Hotel” for additional information.

We intend to limit our ~~25% target leverage, we will determine the loan-to-value ratio on our portfolio based on the greater~~aggregate long-term permanent borrowings to 75% of the aggregate ~~cost and the~~ fair market value of all properties unless any excess borrowing is approved by a majority of the independent directors and is disclosed to our ~~investments and other assets. There is no limitation on the amount we~~stockholders. Market conditions will dictate our overall leverage limit; as such our aggregate long-term permanent borrowings may ~~borrow for the purchase~~be less than 75% of aggregate fair market value of all properties. We may also incur short-term indebtedness, having a maturity of two years or ~~origination of any single investment.~~ less.

Our charter ~~allows us to incur leverage up to~~provides that the aggregate amount of our borrowing, both secured and unsecured, may not exceed 300% of ~~our total “net assets” (as defined~~net assets in ~~our charter) as~~the absence of ~~the date of any borrowing, which~~a satisfactory showing that a higher level is ~~generally expected to be approximately 75% of the cost of our investments. We may only exceed this 300% limit with~~appropriate, the approval of our Board of Directors and disclosure to stockholders. Net assets means our total assets, other than intangibles, at cost before deducting depreciation or other non-cash reserves less our total liabilities, calculated at least quarterly on a basis consistently applied. Any excess in borrowing over such 300% of net assets level must be approved by a majority of our independent ~~directors.~~directors and disclosed to our stockholders in our next quarterly report to stockholders, along with justification for such excess. Market conditions will dictate our overall leverage limit; as such our aggregate borrowings may be less than 300% of net assets.

Our future borrowings may consist of single-property mortgages as well as mortgages cross-collateralized by a pool of properties. Such mortgages may be put in place either at the time we acquire a property or subsequent to our purchasing a property for cash. In ~~all events,~~addition, we ~~expect~~may acquire properties that are subject to existing indebtedness where we choose to assume the existing mortgages. Generally, though not exclusively, we intend to seek to encumber our ~~secured and unsecured borrowings~~properties with non-recourse debt. This means that a lender’s rights on default will generally be limited to foreclosing on the property. However, we may, at our discretion, secure recourse financing or provide a guarantee to lenders if we believe this may result in more favorable terms. When we give a guaranty for a property owning entity, we will be ~~reasonable in relation~~responsible to the ~~net value~~lender for the satisfaction of the indebtedness if it is not paid by the property owning entity.

In general the type of future financing executed by us to a large extent will be dictated by the nature of the investment and current market conditions. For long-term real estate investments, it is our ~~assets~~intent to finance future acquisitions using long-term fixed rate debt. However there may be certain types of investments and market circumstances which may result in variable rate debt being the more appropriate choice of financing. To the extent floating rate debt is used to finance the purchase of real estate, management will evaluate a number of protections against significant increases in interest rates, including the purchase of interest rate cap instruments.

We may also obtain lines of credit to be used to acquire real estate and/or real estate related investments. If obtained, these lines of credit will be at prevailing market terms and will be ~~reviewed by our board of directors at least quarterly.~~

On January 31, 2017, the Cove Joint Venture entered into a $175.0 million loan (the “Loan”) initially scheduled to mature on January 31, 2020 with two, one-year extension options, subject to certain conditions. The Loan requires monthly interest payments through its maturity date. The Loan bears interest at Libor plus 3.85% through its initial maturity and Libor plus 4.15% during each of the extension periods. The Loan is collateralized by The Cove and an affiliate of the Sponsor (the “Guarantor”) has guaranteed the Cove Joint Venture‘s obligation to pay the outstanding balance of the Loan up to approximately $43.8 million (the “Loan Guarantee”). The members of the Cove Joint Venture have agreed to reimburse the Guarantor for any balance that may become due under the Loan Guarantee, of which our share is up to approximately $10.9 million.

~~Starting in 2013, the Cove has been undergoing an extensive refurbishment which is substantially completed. The members of the Cove Joint Venture intend to use remaining proceeds~~repaid from the ~~Loan and~~sale or refinancing of real estate and/or real estate related investments, working capital and/or permanent financing. The Sponsor and/or its affiliates may guarantee our lines of credit although they are not obligated to ~~invest additional capital if necessary~~do so. We expect that such properties may be purchased by the Sponsor’s affiliates on our behalf, in our name, in order to ~~complete~~minimize the ~~remainder~~imposition of ~~the refurbishment. The Guarantor provided an additional guarantee~~a transfer tax upon a transfer of upsuch properties to approximately $13.4 million (the “Refurbishment Guarantee”) to provide the necessary funds to complete the remaining renovations as defined in the Loan. The members of the Cove Joint Venture have agreed to reimburse the Guarantor for any balance that may become due under the Refurbishment Guarantee, of which our share is up to approximately $3.3 million.us.

In addition to making investments in accordance with our investment objectives, we expect to use our capital resources to make certain payments to our Advisor. During our organization and offering stage, we made payments to the Dealer Manager for selling commissions and dealer manager fees. During this stage, we made payments to our Advisor for reimbursement of certain other organization and offering expenses.

Selling commissions and dealer manager fees were paid to the Dealer Manager or soliciting dealers, as applicable, pursuant to various agreements, and other third-party offering costs such as registration fees, due diligence fees, marketing costs, and professional fees are accounted for as a reduction against additional paid-in capital as costs are incurred. Any organizational costs are accounted for as general and administrative costs. The following table represents the selling commissions and dealer manager fees and other offering costs for the periods indicated:

We have agreements with the Advisor to pay certain fees, in exchange for services performed by the Advisor and/or its affiliated entities.

~~The following table represents the fees incurred associated with the payments to the Company’s Advisor for the periods indicated:~~

During our operational stage, we expect to make payments to our Advisor in connection with the selection and origination or purchase of investments and the management of our assets and to reimburse certain costs incurred by our Advisor in providing services to us. The advisory agreement has a one-year term ~~but may be renewed~~and is renewable for an unlimited number of successive one-year periods upon the mutual consent of ~~our~~the Advisor and our independent directors. Payments to the Advisor or its affiliates may include asset acquisition fees and the reimbursement of acquisition-related expenses, development fees and the reimbursement of development-related costs, financing coordination fees, asset management fees or asset management participation, and construction management fees. We may also reimburse the Advisor and its affiliates for actual expenses it incurs for administrative and other services provided for it. Upon the liquidation of our assets, we may pay the Advisor or its affiliates a disposition commission.

Development fees and the reimbursement of development-related costs that the Williamsburg Moxy Joint Venture pays to the Advisor and its affiliates are capitalized and included in the carrying value of the investment in the Williamsburg Moxy Hotel, which is classified as construction in progress on the consolidated balance sheets. During the three months ended March 31, 2022 and 2021, we incurred development fees and reimbursed development-related costs totaling $0.4 million and $0.1 million, respectively. See Note 3 of the Notes to Consolidated Financial Statements for additional information.

As of December 31, 2021, we owed the Advisor and its affiliated entities $0.3 million, which is included in accounts payable, accrued expenses and other liabilities on the consolidated balance sheets. Additionally, as of March 31, 2022 the Advisor and its affiliated entities owed us $49,413, which is included in restricted cash and other assets on the consolidated balance sheets.

The following summary discussion of our cash flows is based on the statements of cash flows and is not meant to be an all-inclusive discussion of the changes in our cash flows for the periods presented below:

Our principal sources of cash flow were derived from proceeds received from our Offering and operating cash flows provided by our investments. In the future, we expect that cash available on hand and earnings from our investments will provide us with a relatively consistent stream of cash flow to sufficiently fund our operating expenses, any scheduled debt service and any monthly distributions authorized by our Board of Directors.

Our principal demands for liquidity currently are expected to be acquisition and development activities, including contributions to our investments in unconsolidated affiliated real estate entities. The principal sources of funding for our operations are currently expected to be available cash on hand, operating cash flows and financings.

The net cash ~~provided by~~used in operating activities of ~~$2.8~~$0.1 million during the ~~2017 period primarily related to~~three months ended March 31, 2022 consisted of our net ~~income~~loss of ~~$0.4~~$0.5 million ~~adjusted by adding back~~after adjustments for the noncash effect of our loss from our investment in unconsolidated affiliated real estate ~~entities~~entity of ~~$2.1~~$0.3 million and by changes in assets and liabilities ~~of $0.3~~$0.1 million.

The cash used in investing activities of ~~$27.5~~$11.0 million during the ~~2017 period~~three months ended March 31, 2022 consisted primarily of ~~investments in unconsolidated affiliated real estate entities.~~$10.8 million of development and construction costs associated with the Williamsburg Moxy Hotel and capital contributions of $0.2 million made to the 40 East End Ave. Joint Venture.

The ~~net~~ cash provided by financing activities of ~~$18.2~~$10.7 million during the ~~2017 period principally consists~~three months ended March 31, 2022 consisted primarily of proceeds from a mortgage payable of $10.8 million, contributions of $0.1 million made by Lightstone REIT III to the ~~issuance of our common stock of $25.2 million; partially offset by the payment of selling commissions, dealer manager fees~~ Williamsburg Moxy Hotel Joint Venture and ~~other offering costs of approximately $2.6, distributions of $4.2 million to common stockholders~~redemption and ~~redemptions and~~ cancellation of common stock of $0.2 million.

On July 17, 2019, we, through our then wholly owned subsidiary, Bedford Avenue Holdings LLC acquired the Williamsburg Land, from unaffiliated third parties, for an aggregate purchase price of $30.4 million, excluding closing and other acquisition related costs, on which we are developing and constructing the Williamsburg Moxy Hotel.

As a result, we and Lightstone REIT III have 75% and 25% membership interests, respectively, in the Williamsburg Moxy Hotel Joint Venture. Additionally, we are the managing member of the Williamsburg Moxy Hotel Joint Venture and Lightstone REIT III has consent rights with respect to all major decisions.

We ~~believe~~determined that ~~these~~the Williamsburg Moxy Hotel Joint Venture is a VIE and we are the primary beneficiary. As we are the member most closely associated with the Williamsburg Moxy Hotel Joint Venture and therefore have the power to direct the activities of the Williamsburg Moxy Hotel Joint Venture that most significantly impact its performance, we consolidate the operating results and financial condition of the Williamsburg Moxy Hotel Joint Venture and account for the ownership interest of Lightstone REIT III as noncontrolling interests. Contributions are allocated in accordance with each investor’s ownership percentage. Profit and cash ~~resources~~distributions are allocated in accordance with each investor’s ownership percentage.

On August 4, 2021, the Williamsburg Joint Venture entered into a development agreement (the “Development Agreement”) with an affiliate of the Advisor (the “Williamsburg Moxy Developer”) pursuant to which the Williamsburg Moxy Developer will be ~~sufficient~~paid a development fee equal to ~~satisfy our cash requirements~~3% of hard and soft costs, as defined in the Development Agreement, incurred in connection with the development and construction of the Williamsburg Moxy Hotel (see Note 6 of the Notes to Consolidated Financial Statements for additional information). Additionally on August 5, 2021, the Williamsburg Moxy Joint Venture obtained construction financing for the ~~foreseeable future,~~Williamsburg Moxy Hotel as discussed below. The Williamsburg Moxy Hotel is under currently under construction and expected to open during the fourth quarter of 2022.

As of March 31, 2022, the Williamsburg Moxy Hotel Joint Venture incurred and capitalized to construction in progress an aggregate of $83.8 million (including capitalized interest of $4.3 million) consisting of acquisition and other costs attributable to the development of the Williamsburg Moxy Hotel. During the three months ended March 31, 2022 and 2021, we capitalized interest of $1.1 million and $0.1 million, respectively, in connection with the development of the Williamsburg Moxy Hotel.

On August 5, 2021, the Williamsburg Moxy Hotel Joint Venture entered into a recourse construction loan facility for up to $77.0 million (the “Moxy Construction Loan”) scheduled to mature on February 5, 2024, with two, six-month extension options, subject to the satisfaction of certain conditions. The Moxy Construction Loan bears interest at LIBOR plus 9.00%, subject to a 9.50% floor, with monthly interest-only payments based on a rate of 7.50% with the accrued and unpaid interest added to the outstanding loan balance and due at maturity. The Moxy Construction Loan is collateralized by the Williamsburg Moxy Hotel. As of March 31, 2022 and December 31, 2021, the outstanding principal balance of the Moxy Construction Loan was $29.5 million (including $0.3 million of interest capitalized to principal) which is presented, net of deferred financing fees of $3.3 million and $18.6 million (including $0.1 million of interest capitalized to principal) which is presented, net of deferred financing fees of $3.7 million, respectively, on the consolidated balance sheets and is classified as mortgage payable, net. As of March 31, 2022, the remaining availability under the facility was up to $47.8 million.

In connection with the Moxy Construction Loan, the Williamsburg Moxy Hotel Joint Venture has provided certain completion and carry cost guarantees. Furthermore, in connection with the Moxy Construction Loan, the Williamsburg Moxy Hotel Joint Venture paid $3.7 million of loan fees and expenses and accrued $0.8 million of loan exit fees which are due at the initial maturity date and are included in accounts payable, accrued expenses and other liabilities on the consolidated balance sheets as of both March 31, 2022 and December 31, 2021.

On March 31, 2017, we entered into the 40 East End Ave. Transaction with the 40 East End Seller, providing for us to acquire approximately 33.3% of the 40 East End Seller’s approximate 100% membership interest in the 40 East End Ave. Joint Venture for aggregate consideration of $10.3 million.

Our ownership interest in the 40 East End Ave. Joint Venture is a non-managing interest. Because we exert significant influence over but do not ~~anticipate~~control the 40 East End Ave. Joint Venture, we account for our ownership interest in the 40 East End Ave. Joint Venture in accordance with the equity method of accounting. All contributions to and distributions of earnings from the 40 East End Ave. Joint Venture are made on a ~~need~~pro rata basis in proportion to ~~raise funds~~each member’s equity interest percentage. Any distributions in excess of earnings from ~~other than these sources within~~the 40 East End Ave. Joint Venture are made to the members pursuant to the terms of its operating agreement. We commenced recording our allocated portion of earnings and cash distributions, if any, from the 40 East End Ave. Joint Venture beginning as of March 31, 2017 with respect to our membership interest of approximately 33.3% in the 40 East End Ave. Joint Venture. Additionally, Lightstone Value Plus REIT I, Inc.(“Lightstone REIT I”), a REIT also sponsored by our Sponsor, made $30.0 million of preferred equity contributions (the “Preferred Contributions”) to a subsidiary of the 40 East End Ave. Joint Venture, pursuant to an instrument that entitles Lightstone REIT I to monthly preferred distributions at a rate of 12% per annum. No distributions may be paid to the members until the Preferred Contributions are redeemed in full.

The 40 East End Ave. Joint Venture, through affiliates, owns the 40 East End Avenue Project, a luxury residential 29-unit condominium project located at the corner of 81st Street and East End Avenue in the Upper East Side neighborhood of New York City. The 40 East End Avenue Project received its final TCO in March 2020 and through March 31, 2022, 16 condominium units have been sold.

On December 19, 2019, the 40 East End Ave. Joint Venture obtained financing (the “Condo Loan”) from a financial institution of $95.2 million, of which $90.2 million was initially funded at closing and the remaining $5.0 million was subsequently advanced in April 2020. The Condo Loan, which was previously scheduled to mature on December 19, 2021, bears interest at LIBOR plus 2.45%, which is payable monthly, and requires principal payments to be made at certain prescribed amounts from proceeds from the sales of condominium units with any remaining outstanding balance due in full at maturity.

Our Sponsor and its affiliates (collectively, the “40 East End Guarantors”) have provided certain guarantees with respect to the Condo Loan and the members have agreed to reimburse the 40 East End Guarantors for any balance that may become due under the guarantees (the “40 East End Guarantee”), of which our share is approximately 33.3%. We have determined that the fair value of our share of the 40 East End Guarantee is immaterial.

Subsequent to our acquisition through March 31, 2022, we have made an aggregate of $6.1 million of additional capital contributions to the 40 East End Ave. Joint Venture, of which $0.2 million were made during the three months ended March 31, 2022.

Because proceeds from sales of condominium units must first be used to fully pay-down the Condo Loan and thereafter to redeem Lightstone REIT I’s remaining Preferred Contributions, we currently do not expect to receive any distributions from the 40 East End Ave. Joint Venture over the next ~~twelve~~12 months.

The Moxy Construction Loan and Condo Loan are both indexed to LIBOR. In late 2021, it was announced LIBOR interest rates will cease publication altogether by June 30, 2023. We have and intend continue to incorporate relatively standardized replacement rate provisions into our LIBOR-indexed debt documents, including a spread adjustment mechanism designed to equate to the current LIBOR “all in” rate. There is significant uncertainty with respect to the implementation of the phase out and what alternative indexes will be adopted which will ultimately be determined by the market as a whole. It therefore remains uncertain how such changes will be implemented and the effects such changes would have on us and the financial markets generally.

On March 25, 2020, the Board of Directors determined to suspend regular monthly distributions for months ending after March 2020.

Our DRIP provides our stockholders with an opportunity to purchase additional shares of our common stock at a discount by reinvesting distributions. The offering provided for 10.0 million shares available for issuance under our DRIP which were offered at a discounted price equivalent to 95% of our Primary Offering price per Common Share. Through May 15, 2017 (the termination date of the DRIP), 128,554 shares of common stock had been issued under our DRIP.

Our share repurchase program may provide our stockholders with limited, interim liquidity by enabling them to sell their ~~shares of common stock~~Common Shares back to us, subject to restrictions. ~~From~~

On March 25, 2020, the Board of Directors amended the share repurchase program to remove stockholder notice requirements and also approved the suspension of all redemptions effective immediately.

Effective May 10, 2021, the Board of Directors reopened the share repurchase program for redemptions submitted in connection with a stockholder’s death or hardship and set the price for all such purchases at our current estimated net asset value per share, as determined by the Company’s board of directors and reported by the Company from time to time.

Deaths that occurred subsequent to January 1, 2020 are eligible for consideration, subject to certain conditions. Beginning January 1, 2022, requests for redemptions in connection with a stockholder’s death must be submitted and received by us within one year of the stockholder’s date of ~~inception through December 31, 2015,~~death for consideration.

On an annual basis, we ~~did~~will not ~~receive any~~redeem in excess of 0.5% of the number of shares outstanding as of the end of the preceding year for either death or hardship redemptions, respectively. Redemption requests are expected to ~~redeem shares~~be processed on a quarterly basis and may be subject to pro ration if either type of ~~our common stock under our share repurchase program.~~ redemption requests exceed the annual limitation.

For the ~~year~~three months ended ~~December~~March 31, ~~2016 we~~2022, the Company repurchased ~~18,798 shares of common stock pursuant to our share repurchase program~~25,429 Common Shares at an average price per share of ~~$9.75~~$8.50 per share. For the nine months ended September 30, 2017, we repurchased 20,236 shares of common stock pursuant to our share repurchase program at an average price per share of $9.71 per share. We funded share repurchases for the periods noted above from the cumulative proceeds of the sale of our shares pursuant to our DRIP.

~~On April 21, 2017, the Board of Directors approved the termination of our DRIP effective May 15, 2017. All future distributions will be in the form of cash.~~

~~Our Board of Directors reserves the right to terminate our share repurchase program without cause by providing written notice of termination of the share repurchase program to all stockholders.~~

The historical accounting convention used for real estate assets requires straight-line depreciation of buildings, improvements, and straight-line amortization of intangibles, which implies that the value of a real estate asset diminishes predictably over time. We believe that, because real estate values historically rise and fall with market conditions, including, but not limited to, inflation, interest rates, the business cycle, unemployment and consumer spending, presentations of operating results for a REIT using the historical accounting convention for depreciation and certain other items may be less informative.

Because of these factors, the National Association of Real Estate Investment Trusts ("NAREIT"), an industry trade group, has published a standardized measure of performance known as funds from operations ("FFO"), which is used in the REIT industry as a supplemental performance measure. We believe FFO, which excludes certain items such as real estate-related depreciation and amortization, is an appropriate supplemental measure of a REIT's operating performance. FFO is not equivalent to our net income or loss as determined under GAAP.

We define FFO, a non-GAAP measure, consistent with the standards set forth in the White Paper on FFO approved by the Board of Governors of NAREIT, as revised in February 2004 (the "White Paper"). The White Paper defines FFO as net income or loss computed in accordance with GAAP, but excluding gains or losses from sales of property and real estate related impairments, plus real estate related depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures.

We believe that the use of FFO provides a more complete understanding of our performance to investors and to management and reflects the impact on our operations from trends in occupancy rates, rental rates, operating costs, general and administrative expenses, and interest costs, which may not be immediately apparent from net income.

Changes in the accounting and reporting promulgations under GAAP that were put into effect in 2009 subsequent to the establishment of NAREIT's definition of FFO, such as the change to expense as incurred rather than capitalize and depreciate acquisition fees and expenses incurred for business combinations, have prompted an increase in cash-settled expenses, specifically acquisition fees and expenses, as items that are expensed under GAAP across all industries. These changes had a particularly significant impact on publicly registered, non-listed REITs, which typically have a significant amount of acquisition activity in the early part of their existence, particularly during the period when they are raising capital through ongoing initial public offerings.

Because of these factors, the Investment Program Association (the "IPA"), an industry trade group, published a standardized measure of performance known as modified funds from operations ("MFFO"), which the IPA has recommended as a supplemental measure for publicly registered, non-listed REITs. MFFO is designed to be reflective of the ongoing operating performance of publicly registered, non-listed REITs by adjusting for those costs that are more reflective of acquisitions and investment activity, along with other items the IPA believes are not indicative of the ongoing operating performance of a publicly registered, non-listed REIT, such as straight-lining of rents as required by GAAP. We believe it is appropriate to use MFFO as a supplemental measure of operating performance because we believe that both before and after we have deployed all of our offering proceeds and are no longer incurring a significant amount of acquisition fees or other related costs, it reflects the impact on our operations from trends in occupancy rates, rental rates, operating costs, general and administrative expenses, and interest costs, which may not be immediately apparent from net income. MFFO is not equivalent to our net income or loss as determined under GAAP.

We define MFFO, a non-GAAP measure, consistent with the IPA's Guideline 2010-01, Supplemental Performance Measure for Publicly Registered, Non-Listed REITs: Modified Funds from Operations (the "Practice Guideline") issued by the IPA in November 2010. The Practice Guideline defines MFFO as FFO further adjusted for acquisition and transaction-related fees and expenses and other items. In calculating MFFO, we follow the Practice Guideline andacquisition and transaction-related fees and expenses (which includes costs incurred in connection with strategic alternatives), amounts relating to deferred rent receivables and amortization of market lease and other intangibles, net (which are adjusted in order to reflect such payments from a GAAP accrual basis to a cash basis of disclosing the rent and lease payments), accretion of discounts and amortization of premiums on debt investments and borrowings, mark-to-market adjustments included in net income (including gains or losses incurred on assets held for sale), gains or losses included in net income from the extinguishment or sale of debt, hedges, foreign exchange, derivatives or securities holdings where trading of such holdings is not a fundamental attribute of the business plan, unrealized gains or losses resulting from consolidation from, or deconsolidation to, equity accounting, and after adjustments for consolidated and unconsolidated partnerships and joint ventures, with such adjustments calculated to reflect MFFO on the same basis.Certain of the above adjustments are also made to reconcile net income (loss) to net cash provided by (used in) operating activities, such as for the amortization of a premium and accretion of a discount on debt and securities investments, amortization of fees, any unrealized gains (losses) on derivatives, securities or other investments, as well as other adjustments.

MFFO excludes non-recurring impairment of real estate-related investments. We assess the credit quality of our investments and adequacy of reserves on a quarterly basis, or more frequently as necessary. Significant judgment is required in this analysis. We consider the estimated net recoverable value of a loan as well as other factors, including but not limited to the fair value of any collateral, the amount and the status of any senior debt, the prospects for the borrower and the competitive situation of the region where the borrower does business.

We believe that, because MFFO excludes costs that we consider more reflective of acquisition activities and other non-operating items, MFFO can provide, on a going-forward basis, an indication of the sustainability (that is, the capacity to continue to be maintained) of our operating performance after the period in which we are acquiring properties and once our portfolio is stabilized. We also believe that MFFO is a recognized measure of sustainable operating performance by the non-listed REIT industry and allows for an evaluation of our performance against other publicly registered, non-listed REITs.

Not all REITs, including publicly registered, non-listed REITs, calculate FFO and MFFO the same way. Accordingly, comparisons with other REITs, including publicly registered, non-listed REITs, may not be meaningful. Furthermore, FFO and MFFO are not indicative of cash flow available to fund cash needs and should not be considered as an alternative to net income (loss) or income (loss) from continuing operations as determined under GAAP as an indication of our performance, as an alternative to cash flows from operations as an indication of our liquidity, or indicative of funds available to fund our cash needs including our ability to make distributions to our stockholders. FFO and MFFO should be reviewed in conjunction with other GAAP measurements as an indication of our performance. FFO and MFFO should not be construed to be more relevant or accurate than the current GAAP methodology in calculating net income or in its applicability in evaluating our operating performance. The methods utilized to evaluate the performance of a publicly registered, non-listed REIT under GAAP should be construed as more relevant measures of operational performance and considered more prominently than the non-GAAP measures, FFO and MFFO, and the adjustments to GAAP in calculating FFO and MFFO.

Neither the SEC, NAREIT, the IPA nor any other regulatory body or industry trade group has passed judgment on the acceptability of the adjustments that we use to calculate FFO or MFFO. In the future, NAREIT, the IPA or another industry trade group may publish updates to the White Paper or the Practice Guidelines or the SEC or another regulatory body could standardize the allowable adjustments across the publicly registered, non-listed REIT industry, and we would have to adjust our calculation and characterization of FFO or MFFO accordingly.

~~The below table illustrates the items deducted in the calculation of FFO and MFFO. Items are presented net of non-controlling interest portions where applicable.~~

~~Distributions Declared by our Board of Directors and Source of Distributions~~

The following table provides a summary of our quarterly distributions declared during the periods presented. The amount of distributions paid to our stockholders in the future will be determined by our Board of Directors and is dependent on a number of factors, including funds available for payment of dividends, our financial condition, capital expenditure requirements and annual distribution requirements needed to maintain our status as a REIT under the Internal Revenue Code. Additionally, our stockholders had the option to elect the receipt of shares in lieu of cash under our DRIP until it was terminated effective May 15, 2017.

See Note 2 of the Notes to Consolidated Financial Statements for further information of certain accounting standards that have been issued or adopted during 2017 and certain accounting standards that we have not yet been required to implement and may be applicable to our future operations.

The market risk associated with financial instruments and derivative financial instruments is the risk of loss from adverse changes in market prices or rates. Our interest rate risk management objectives with respect to our long-term debt will be to limit the impact of interest rate changes in earnings and cash flows and to lower our overall borrowing costs. To achieve these objectives, from time to time, we may enter into interest rate hedge contracts such as swaps, collars, and treasury lock agreements in order to mitigate our interest rate risk with respect to various debt instruments. We would not hold or issue these derivative contracts for trading or speculative purposes. We do not anticipate having any foreign operations and thus we do not expect to be exposed to foreign currency fluctuations.

As of the end of the period covered by this report, management, including our chief executive officer and ~~chief~~principal financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures. Based upon, and as of the date of the evaluation, our chief executive officer and ~~chief~~principal financial officer concluded that the disclosure controls and procedures were effective to ensure that information required to be disclosed in the reports we file and submit under the Exchange Act is recorded, processed, summarized and reported as and when required.

There have been no changes in our internal control over financial reporting that occurred during ~~the~~our last fiscal quarter ~~ended September 30, 2017~~ that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

From time to time in the ordinary course of business, ~~the Company~~we may become subject to legal proceedings, claims or disputes.

As of the date hereof, ~~the Company is~~we are not a party to any material pending legal proceedings of which the outcome is probable or reasonably possible to have a material adverse effect on ~~its~~our results of operations or financial condition, which would require accrual or disclosure of the contingency and possible range of loss. Additionally, ~~the Company has~~we have not recorded any loss contingencies related to legal proceedings in which the potential loss is deemed to be remote.

During the period covered by this Form 10-Q, we did not sell any unregistered securities.

The Company’s sponsor is David Lichtenstein (“Lichtenstein”), who does business as The Lightstone Group, LLC (the “Sponsor”) and is the majority owner of the limited liability company of that name. The Company’s advisor is Lightstone Real Estate Income LLC (the “Advisor”), which is wholly owned by our Sponsor.

~~On September 12, 2014, the Company sold 20,000 Common Shares to the Advisor for $10.00 per share.~~

The Company’s registration statement on Form S-11 (the “Offering”), pursuant to which it offered to sell up to 30,000,000 shares of its common stock, par value $0.01 per share (which may be referred to herein as ‘‘shares of common stock’’ or as ‘‘Common Shares’’) for an initial offering price of $10.00 per share, subject to certain volume and other discounts (the “Primary Offering”) (exclusive of 10,000,000 shares available pursuant to its distribution reinvestment program (the ‘‘DRIP’’) which were offered at a discounted price equivalent to 95% of the Primary Offering Price per Common Share) was declared effective by the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933 on February 26, 2015. On June 30, 2016, the Company adjusted its offering price to $9.14 per Common Share in its Primary Offering, which was equal to the Company’s estimated net asset value (“NAV”) per Common Share as of March 31, 2016, and effective July 25, 2016, the Company’s offering price was adjusted to $10.00 per Common Share in its Primary Offering, which is equal to the estimated NAV per Common Share as of June 30, 2016. Our estimated NAV per Common Share remained unchanged at $10.00 as of both September 30, 2016 and December 31, 2016.

The Offering, which terminated on March 31, 2017, raised aggregate gross proceeds of approximately $85.6 million from the sale of approximately 8.9 million shares of common stock (including $2.0 million in Common Shares at a purchase price of $9.00 per Common Share to an entity 100% owned by David Lichtenstein, who also owns a majority interest in the Company’s Sponsor). After including the purchase of aggregate advances from our Sponsor of $12.6 million under the Subordinated Agreement and allowing for the payment of approximately $7.6 million in selling commissions and dealer manager fees and $3.2 million in organization and offering expenses, the Offering generated aggregate net proceeds of approximately $87.5 million. In addition, the Company had issued approximately 0.1 million shares of common stock under its DRIP, representing approximately $1.2 million of additional proceeds under the Offering. The DRIP was terminated effective May 15, 2017.

On March 18, 2016, the Company and its Sponsor entered into a subordinated unsecured loan agreement (the “Subordinated Agreement”) pursuant to which the Sponsor had committed to make a significant investment in the Company of up to $36.0 million, which is equivalent to 12.0% of the $300.0 million maximum offering amount of Common Shares.

As of September 30, 2017 an aggregate of approximately $12.6 million of Subordinated Advances had been funded, which along with the related accrued interest of $211,694, are classified as Subordinated Advances – Related Party, a liability, on the consolidated balance sheets.

In connection with the termination of the Offering, on March 31, 2017, the Company and the Sponsor terminated the Subordinated Agreement. As a result of the termination, the Sponsor is no longer obligated to make Subordinated Advances to the Company. Interest will continue to accrue on the aggregate Subordinated Advances and repayment, if any, of the Subordinated Advances and accrued interest will be made according to the terms of the Subordinated Agreement disclosed above.

~~Below is a summary of the expenses we have incurred in connection with the issuance and distribution of the registered securities since inception:~~

Cumulatively through the termination of our Offering on March 31, 2017, we have used the net offering proceeds of $87.5 million (including aggregate advances from our Sponsor of $12.6 million under the Subordinated Agreement), after deduction of offering expenses paid since inception of $10.7 million, as follows:

26*

Filed herewith

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 thereunto duly authorized.

	LIGHTSTONE ~~REAL ESTATE INCOME TRUST~~VALUE PLUS REIT IV, INC.

Date: ~~November 14, 2017~~May 9, 2022	By:	/s/ David Lichtenstein
		David Lichtenstein
		Chairman and Chief Executive Officer (Principal Executive Officer)

Date: ~~November 14, 2017~~May 9, 2022

By:

/s/ ~~Donna Brandin~~Seth Molod

~~Donna Brandin~~Seth Molod

Chief Financial Officer

(Duly Authorized Officer and Principal Financial and Accounting Officer)

1985 Cedar Bridge Avenue, Suite 1 Lakewood, New Jersey		08701
~~Lakewood, New Jersey~~		~~08701~~
(Address of Principal Executive Offices)		(Zip Code)

Large accelerated filer¨	☐	Accelerated filer¨	☐
Non-accelerated filer¨	☒	Smaller reporting companyþ	☒
		Emerging growth company¨	☐

				Page
PART I		FINANCIAL INFORMATION

Item 1.		Financial Statements (unaudited)	3	2

		Consolidated Balance Sheets as of ~~September 30, 2017 (unaudited)~~March 31, 2022 and December 31, ~~2016~~2021	3	2

		Consolidated Statements of Operations ~~(unaudited)~~ for the Three ~~and Nine~~ Months Ended ~~September 30, 2017~~March 31, 2022 and ~~2016~~2021		3

		Consolidated Statements of Stockholders’ Equity for the Three Months Ended March 31, 2022 and 2021		4

		Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2022 and 2021		5

	~~Consolidated Statement of Stockholders’ Equity (unaudited) for the Nine Months Ended September 30, 2017~~	5

	~~Consolidated Statements of Cash Flows (unaudited) for the Nine Months Ended September 30, 2017 and 2016~~	6

	Notes to Consolidated Financial Statements ~~(unaudited)~~	7	6

Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations	15

~~Item 3.~~	~~Quantitative and Qualitative Disclosures About Market Risk~~	2413

Item 4.		Controls and Procedures	24	20

PART II		OTHER INFORMATION

Item 1.		Legal Proceedings	25	21

Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds	25	21

Item 3.		Defaults Upon Senior Securities	26	21

Item 4.		Mine Safety Disclosures	26	21

Item 5.		Other Information	26	21

Item 6.		Exhibits	26	22

	September 30, 2017			December 31, 2016
	(Unaudited)
Assets

Investment in related party	$	37,000,000		$	37,000,000
Investments in unconsolidated affiliated real estate entities		31,158,226			-
Cash		15,293,700			21,874,240
Deposit and other assets		25,267			5,818,713
Due from related parties		-			28,696

Total Assets	$	83,477,193		$	64,721,649

Liabilities and Stockholders' Equity

Accounts payable and other accrued expenses	$	35,852		$	267,726
Due to related parties		53,609			-
Distributions payable		587,318			413,275
Subordinated advances - related party		12,843,707			12,703,876

Total liabilities		13,520,486			13,384,877

Commitments and Contingencies

Stockholders' Equity:

Preferred stock, $0.01 par value; 50,000,000 shares authorized, none issued and outstanding		-			-

Common stock, $0.01 par value; 200,000,000 shares authorized, 8,952,132 and 6,397,005 shares issued and outstanding, respectively		89,521			63,970
Additional paid-in-capital		75,586,926			52,616,396
Subscription receivable		-			(274,449	)
Accumulated deficit		(5,719,740	)		(1,069,145	)

Total Stockholders' Equity		69,956,707			51,336,772

Total Liabilities and Stockholders' Equity	$	83,477,193		$	64,721,649


	March 31, 2022			December 31, 2021
	(unaudited)
Assets

Investment property:
Construction in progress	$	83,798,972		$	72,999,787
Investment in unconsolidated affiliated real estate entity		10,719,698			10,793,084
Cash and cash equivalents		11,418,478			11,955,515
Restricted cash and other assets		878,098			440,855
Total Assets	$	106,815,246		$	96,189,241

Liabilities and Stockholders’ Equity

Mortgage payable, net	$	26,208,736		$	14,843,736
Accounts payable, accrued expenses and other liabilities		9,733,803			9,895,523
Subordinated advances - related party		13,684,744			13,638,646
Total Liabilities		49,627,283			38,377,905

Commitments and Contingencies

Stockholders’ Equity:

Company’s Stockholders’ Equity:

Preferred stock, $0.01 par value; 50.0 million shares authorized, NaN issued and outstanding		0			0
Common stock, $0.01 par value; 200.0 million shares authorized, 8.5 million shares issued and outstanding		84,523			84,777
Additional paid-in-capital		70,942,083			71,157,978
Accumulated deficit		(26,161,846	)		(25,651,846	)
Total Company’s Stockholders’ Equity		44,864,760			45,590,909
Noncontrolling interests		12,323,203			12,220,427
Total Stockholders’ Equity		57,187,963			57,811,336
Total Liabilities and Stockholders’ Equity	$	106,815,246		$	96,189,241

	For the Three Months Ended September 30,					For the Nine Months Ended September 30,
	2017			2016		2017			2016		For the Three Months Ended March 31,
											2022			2021
Income:

Loss:
Investment income	$	1,134,667		$	600,366	$	3,367,000		$	1,103,133	$	0		$	11,683
Loss from investment in unconsolidated affiliated real estate entity		(741,002	)		-		(2,066,879	)		-		(264,042	)		(458,248	)

Total income		393,665			600,366		1,300,121			1,103,133
Total loss												(264,042	)		(446,565	)

Expenses:
General and administrative costs		265,960			85,273		766,996			207,553		215,354			158,094
Interest expense		47,122			21,138		139,831			32,787		46,098			46,098

Total expenses		313,082			106,411		906,827			240,340		261,452			204,192

Net loss												(525,494	)		(650,757	)

Net income	$	80,583		$	493,955	$	393,294		$	862,793
Less: net loss attributable to noncontrolling interests												15,494			0

Net income per common share, basic and diluted	$	0.01		$	0.13	$	0.05		$	0.43
Net loss attributable to Company’s common shares											$	(510,000	)	$	(650,757	)

Net loss per common share, basic and diluted											$	(0.06	)	$	(0.08	)

Weighted average number of common shares outstanding, basic and diluted		8,955,440			3,730,626		8,451,031			2,009,286		8,459,314			8,537,424

	Common
							Additional
							Paid-In			Subscription			Accumulated			Total
	Shares			Amount			Capital			Receivable			Deficit			Equity

BALANCE, December 31, 2016		6,397,005		$	63,970		$	52,616,396		$	(274,449	)	$	(1,069,145	)	$	51,336,772

Net income		-			-			-			-			393,294			393,294
Distributions declared		-			-			-			-			(5,043,889	)		(5,043,889	)
Proceeds from offering		2,506,031			25,060			24,865,186			274,449			-			25,164,695
Shares issued from distribution reinvestment program		69,332			693			657,959			-			-			658,652
Redemption and cancellation of shares		(20,236	)		(202	)		(196,217	)		-			-			(196,419	)
Selling commissions and dealer manager fees		-			-			(2,330,905	)		-			-			(2,330,905	)
Other offering costs		-			-			(25,493	)		-			-			(25,493	)

BALANCE, September 30, 2017		8,952,132		$	89,521		$	75,586,926		$	-		$	(5,719,740	)	$	69,956,707

							Additional
	Common						Paid-In			Accumulated			Noncontrolling			Total
	Shares			Amount			Capital			Deficit			Interests			Equity
BALANCE, December 31, 2021		8,477,679		$	84,777		$	71,157,978		$	(25,651,846	)	$	12,220,427		$	57,811,336

Net loss		-			-			-			(510,000	)		(15,494	)		(525,494	)
Contributions of noncontrolling interests		-			-			-			-			118,270			118,270
Redemption and cancellation of common stock		(25,429	)		(254	)		(215,895	)		-			-			(216,149	)

BALANCE, March 31, 2022		8,452,250		$	84,523		$	70,942,083		$	(26,161,846	)	$	12,323,203		$	57,187,963

	For the Nine Months Ended September 30, 2017			For the Nine Months Ended September 30, 2016

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	393,294		$	862,793
Adjustments to reconcile net income to net cash provided by operating activities:
Loss from investment in unconsolidated affiliated real estate entity		2,066,879			-
Changes in assets and liabilities:
Decrease/(increase) in other assets		106,196			(5,834	)
(Decrease)/increase in accounts payable and other accrued expenses		(13,150	)		4,969
Increase in accrued interest on subordinated advances - related party		139,831			32,787
Increase/(decrease) in due to related parties		82,305			(37,774	)
Net cash provided by operating activities		2,775,355			856,941

CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in related party		-			(18,194,001	)
Deposit on real estate investment		-			(3,412,500	)
Investments in unconsolidated affiliated real estate entities		(27,537,856	)		-

Cash used in investing activities		(27,537,856	)		(21,606,501	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock		25,164,695			37,950,067
Proceeds from subordinated advances - related party		-			10,432,013
Payment of commissions and offering costs		(2,575,121	)		(4,713,533	)
Redemption and cancellation of common stock		(196,419	)		-
Distributions paid to Company's common stockholders		(4,211,194	)		(724,181	)

Net cash provided by financing activities		18,181,961			42,944,366

Net change in cash		(6,580,540	)		22,194,806
Cash, beginning of year		21,874,240			1,213,014
Cash, end of period	$	15,293,700		$	23,407,820

Supplemental disclosure of cash flow information:
Distributions declared, but not paid	$	587,318		$	301,454
Commissions and other offering costs accrued but not paid	$	-		$	352,045
Subscription receivable		-			39,000
Value of shares issued from distribution reinvestment program	$	658,652		$	215,248
Application of deposit to acquisition of investment property	$	5,687,250		$	-

					As of
Entity	Date of Ownership	Ownership %			September 30, 2017		December 31, 2016
RP Maximus Cove, L.L.C. (the "Cove Joint Venture")	January 31, 2017		22.50	%	$	18,552,816	$	-
40 East End Ave. Pref Member LLC ( “40 East End Ave. Joint Venture”)	March 31, 2017		33.30	%		12,605,410		-
Total investments in unconsolidated affiliated real estate entities					$	31,158,226	$	-

(amounts in thousands)	For the Three Months Ended September 30, 2017			For the Period January 31,2017 (date of investment) through September 30, 2017

Revenue	$	3,523		$	8,724

Property operating expenses		1,175			3,076
General and administrative costs		54			196
Depreciation and amortization		2,383			6,348

Operating loss		(89	)		(896	)

Interest expense and other, net		(2,406	)		(6,161	)

Net loss	$	(2,495	)	$	(7,057	)

Company's share of net loss (22.50%)	$	(561	)	$	(1,588	)

Additional depreciation and amortization expense⁽¹⁾		(180	)		(479	)

Company's loss from investment	$	(741	)	$	(2,067	)

Schedule of financial information of joint venture
(amounts in thousands)	For the Three Months Ended March 31, 2022			For the Three Months Ended March 31, 2021

Revenues	$	4,794		$	10,507

Cost of goods sold		4,660			10,279
Impairment of real estate inventory		112			-
Other expenses		387			642
Operating loss		(365	)		(414	)

Interest expense and other, net		(428	)		(962	)
Net loss	$	(793	)	$	(1,376	)
Company’s share of net loss (33.3%)	$	(264	)	$	(458	)

	As of
(amounts in thousands)	September 30,2017

Real estate inventory	$	78,811
Cash and restricted cash		2,280
Other assets		270
Total assets	$	81,361

Mortgage payable, net	$	10,834
Other liabilities		2,610
Members' capital		67,917
Total liabilities and members' capital	$	81,361

	For the Nine Months Ended September 30, 2017			For the Nine Months Ended September 30, 2016

Cash flows provided by operating activities	$	2,775,355		$	856,941
Cash flows used in investing activities		(27,537,856	)		(21,606,501	)
Cash flows provided by financing activities		18,181,961			42,944,366
Net change in cash and cash equivalents		(6,580,540	)		22,194,806
Cash and cash equivalents, beginning of the year		21,874,240			1,213,014
Cash and cash equivalents, end of the period	$	15,293,700		$	23,407,820

	For the Three Months Ended March 31, 2022			For the Three Months Ended March 31, 2021

Cash flows used in operating activities	$	(129,410	)	$	(1,493	)
Cash flows used in investing activities		(10,965,898	)		(3,193,979	)
Cash flows provided by/(used in) investing activities		10,690,568			(3,191,447	)
Net change in cash, cash equivalents and restricted cash		(404,740	)		(6,386,919	)
Cash, cash equivalents and restricted cash, beginning of the year		12,197,119			31,490,826
Cash, cash equivalents and restricted cash, end of the period	$	11,792,379		$	25,103,907

	Year to Date September 30, 2017					Three Months Ended September 30, 2017					Three Months Ended June 30, 2017					Three Months Ended March 31, 2017
Distribution period:			Percentage of Distributions			Q3 2017		Percentage of Distributions			Q2 2017		Percentage of Distributions			Q1 2017		Percentage of Distributions

Date distribution declared							May 12, 2017					March 27, 2017					November 14, 2016

Date distribution paid							August 15, 2017, September 15, 2017, & October 16, 2017					May 15, 2017, June 15, 2017, & July 14, 2017					February 15, 2017, March 15, 2017, & April 17, 2017

Distributions paid	$	4,530,564				$	1,801,111				$	1,782,830				$	946,623
Distributions reinvested		513,325					-					98					513,227
Total Distributions	$	5,043,889				$	1,801,111				$	1,782,928				$	1,459,850

Source of distributions:
Cash flows provided by operations	$	2,775,355		55	%	$	853,784		47	%	$	725,411		41	%	$	946,623		65	%
Offering proceeds		1,755,209		35	%		947,327		53	%		1,057,419		59	%		-		0	%
Proceeds from issuance of common stock through DRIP		513,325		10	%		-		0	%		98		0	%		513,227		35	%
Total Sources	$	5,043,889		100	%	$	1,801,111		100	%	$	1,782,928		100	%	$	1,459,850		100	%

Cash flows provided by operations (GAAP basis)	$	2,775,355				$	853,784				$	725,412				$	1,196,159

Number of shares of common stock issued pursuant to the Company's DRIP		54,034					-					10					54,024

	Year to Date September 30, 2016					Three Months Ended September 30, 2016					Three Months Ended June 30, 2016					Three Months Ended March 31, 2016
Distribution period:			Percentage of Distributions			Q3 2016		Percentage of Distributions			Q2 2016		Percentage of Distributions			Q1 2016		Percentage of Distributions

Date distribution declared							August 5, 2016					May 12, 2016					October 28, 2015, March 11, 2016

Date distribution paid							August 15, 2016 September 15, 2015 October 14, 2016					May 14, 2016, June 15, 2016, & July 15, 2016					February 16, 2016, March 15, 2016, & April 15, 2016

Distributions paid	$	889,647				$	507,217				$	250,216				$	132,214
Distributions reinvested		305,089					241,022					27,019					37,048
Total Distributions	$	1,194,736				$	748,239				$	277,235				$	169,262

Source of distributions:
Cash flows provided by operations	$	856,941		72	%	$	507,217		68	%	$	250,216		90	%	$	65,948		39	%
Offering proceeds		32,706		3	%		-		-			-		-			66,266		39	%
Proceeds from issuance of common stock through DRIP		305,089		25	%		241,022		32	%		27,019		10	%		37,048		22	%
Total Sources	$	1,194,736		100	%	$	748,239		100	%	$	277,235		100	%	$	169,262		100	%

Cash flows provided by operations (GAAP basis)	$	856,941				$	515,675				$	275,318				$	65,948

Number of shares of common stock issued pursuant to the Company's DRIP		32,384					25,371					3,113					3,900

	For the period September 9, 2014
	(date of inception) through
	September 30, 2017

FFO	$	3,724,817
Distributions declared	$	7,537,209

Type of Expense Amount
Selling commissions and dealer manager fees	$	7,557,885
Other expenses incurred		3,180,431
Total offering costs incurred from inception through March 31, 2017	$	10,738,316

Cash	$	13,874,295
Cash distributions not funded by operations		2,392,865
Investment in related party		37,000,000
Real Estate Investments		33,225,106
Other uses (primarily timing of payables)		977,158

Total uses	$	87,469,424

Exhibit Number		Description

31.1*		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.

31.2*		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.

32.1*		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Pursuant to SEC Release 34-47551 this Exhibit is furnished to the SEC and shall not be deemed to be “filed.”

32.2*		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Pursuant to SEC Release 34-47551 this Exhibit is furnished to the SEC and shall not be deemed to be “filed.”

101*		XBRL (eXtensible Business Reporting Language)~~.The~~. The following financial information from Lightstone ~~Real Estate Income Trust~~Value Plus REIT IV, Inc. on Form 10-Q for the quarter ended ~~September 30, 2017,~~March 31, 2022, filed with the SEC on ~~November 14, 2017,~~April 9, 2022, formatted in XBRL includes: (1) Consolidated Balance Sheets, (2) Consolidated Statements of Operations, (3) Consolidated Statements of Stockholders’ Equity, (4) Consolidated Statements of Cash Flows, and (5) the Notes to the Consolidated Financial Statement.