As filed with the Securities and Exchange Commission on February 11, 2020

Registration No. 333-[•] 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 3

TO

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ALPHA INVESTMENT INC.

(Exact name of registrant as specified in its charter)

200 East Campus View Blvd.

, Suite 200

Columbus, OH 43235

(305) 704-3294

(Address, including zip code, and telephone number,

including area code, of registrant’s principal executive officer)office)

Todd C. Buxton

CEO

Chief Executive Officer
200 East Campus View Blvd.

, Suite 200

Columbus, OH 43235

(305) 704-3294

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

Copies to:

Dale S. Bergman, Esq.

Gutiérrez Bergman Boulris, PLLC

100 Almeria Avenue, Suite 340

Coral Gables, Florida 33134

(305) 358-5100

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.þo

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.o

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“large accelerated filer,” “accelerated “accelerated filer,” “smaller “smaller reporting company,” and “emerging“emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act.o

CALCULATION OF REGISTRATION FEE

The registrantRegistrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrantRegistrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until thisthe Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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The information in this preliminary prospectus is not complete and may be changed. WeThese securities may not sell these securities nor may offers to buy these securities be acceptedsold until the registration statement filed with the Securities and Exchange Commission becomesis effective. This preliminary prospectus is not an offer to sell these securities andnor does it is not solicitingseek an offer to buy these securities in any state or other jurisdiction where the offer or sale is not permitted.

[•] Shares

SUBJECT TO COMPLETION, DATED April      , 2018

PROSPECTUS

34,384,200 Shares of Common Stock

200 East Campus View Blvd.

Suite 200

Columbus, OH 43235

(305) 704-3294

Alpha Investment Inc. (the “Company”) isWe are offering directly up to 33,333,333[•] shares of our common stock, $.0001 par value per share (“Shares”Shares”) at a fixedan offering price of $15.00 per Share for the duration of this offering$[•] (the “DirectOffering”“Offering”). This prospectus also covers 1,050,867 Shares which may be offered and sold by the selling stockholders named in this prospectus.  Our Shares arecommon stock is currently quoted on the OTC Pink tier of the over-the-counter market operatedOpen Market (the “Pink Market”) published by OTC Markets Group, Inc. (“OTC Markets Group”), under the symbol “ALPC.“ALPC.” However,We intend to apply to have our common stock listed on The Nasdaq Capital Market under the trading market forsymbol “ALPC”. No assurance can be given that our Shares hasapplication will be approved. There have been extremely limited, there have only been minimal and sporadic publicno quotations for our Shares and there are no recent closing quotations for our Shares.  We anticipate applying for quotation of our Shares on the OTCQX or OTCQB tiers of the over-the-counter market operated by OTC Markets Group or listing our SharesPink Market.

The Offering is being underwritten on a national securities exchange followingfirm commitment basis. We have granted the effectiveness of the registration statement of which this prospectus forms a part, and subjectunderwriters an option to completion of the Direct Offering. Given the foregoing, the selling stockholders will offer the Shares at a fixed offering price of $15.00 per Share until the Shares are quoted on the OTCQX or OTCQB tiers of the over-the-counter market operated by OTC Markets Group or listed on a national securities exchange.  There can be no assurance given that our Shares will be quoted on any tier of the over-the-counter market operated by OTC Markets Group or listed on a national securities exchange or, if quoted or listed, that a liquid public market for our Shares will develop and if developed, be sustained.

The Shares in the Direct Offering are being offered and sold in a direct public offering on a “self-underwritten, best efforts” basis, which means (a) no minimum number of Shares need be subscribed for in order for the Company to consummate the sale of any of the Shares and utilize the proceeds therefrom; and (b) the Company will not use the services of an underwriter and our executive officers and directors will attempt to sell the Shares directly to investors.  The intended methods of communication with potential investors include, without limitation, telephone and personal contacts. The Company’s executive officers and directors may also reach out to personal contacts such as family, friends and acquaintances and may conduct investment presentations in the form of a roadshow at various industry and investor conferences. In addition to the foregoing, this prospectus may be made available in electronic format on a dedicated website maintained by the Company or on the Company’s general website.  Subscription proceeds for Shares sold in the Direct Offering will be paid directly to the Company and will not be held in a segregated or escrow account. Our executive officers and directors will not receive commissions or any other remuneration from any such sales.

The Shares in the Direct Offering will be offered for sale for a period of one hundred and eighty (180) days from the date of this prospectus, unless extended by our board of directors for period or periods ofbuy up to an aggregateadditional [•] shares of an additional one hundredcommon stock from us to cover over-allotments. The underwriters may exercise this option at any time and eighty (180) days.

from time to time during the 45-day period from the closing date.

We will receive all proceeds from the offer and saleare an “emerging growth company,” as defined in Section 2(a) of the Shares in the Direct Offering. We will not receive any proceeds from the offer and sale of the Shares by the selling stockholder named in this prospectus.

The Company is an “emerging growth company” under the Jumpstart Our Business StartupsSecurities Act of 2012 (the “Jobs Act”)1933, as amended, and, as such, may electhave elected to comply with certain reduced public company reportingdisclosure requirements for this prospectus and future filings.

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The purchase This prospectus complies with the requirements that apply to an issuer that is an emerging growth company. See “Prospectus Summary—Implications of Being an Emerging Growth Company” and “Risk Factors—Our status as an “emerging growth company” under the Shares offered throughJobs Act may make it more difficult to raise capital as and when we need it.”

Investing in our securities involves a high degree of risk. See the section“Risk Factors” beginning on page [•] of this prospectus entitled “Risk Factors” beginning at page 10.and in the documents incorporated by reference into this prospectus to read about factors you should consider before investing in our securities.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

This prospectus is not an offerThe underwriters expect to sell, nor is it a solicitationdeliver the shares of an offer to buy, our common stock in any jurisdiction in which such offerto the purchasers on or sale is not permitted.about [•], 2020.

Aegis Capital Corp.

The date of this prospectus is [•], 20182020

TABLE OF CONTENTS

INDUSTRY AND MARKET DATA

We use market data and industry forecasts throughout this prospectus and, in particular, in the section entitled “Business.” Unless otherwise indicated, information containedstatements in this prospectus concerning our industry and the markets in which we operate, or plan to operate, including our general expectations, and marketcompetitive position, marketbusiness opportunity and market size, growth and share, isare based on information from our own management estimates and research, as well asobtained from industry and generalpublications, government publications and research,third party forecasts. Management prefers the information CBRE Group, Inc. makes publicly available. There can be no assurance that any of the projections will be achieved. We believe that the surveys and studies conductedmarket research performed by third parties. Management estimatesothers are derived from publicly available information, our knowledge of our industry and assumptions based on such information and knowledge, which we believe to be reasonable. Our management estimates have not been verified by any independent source, andreliable, but we have not independently verified any third-partythis information. In addition, assumptionsAccordingly, the accuracy and estimatescompleteness of our and our industry’s future performancethe information are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in “Risk Factors.” These and other factors could cause our future performance to differ materially from our assumptions and estimates. See “Special Note Regarding Forward-Looking Statements.”not guaranteed.

PROSPECTUS SUMMARY

This summary provides an overview of all material information contained in this prospectus.  It does not contain all the information you should consider before making a decision to purchase our Shares offered hereby.  You should very carefully and thoroughly read the more detailed information in this prospectus and review our financial statements and all other information that is included in this prospectus.

Unless the context otherwise requires, references in this prospectus to “Alpha“Alpha Investment,,” “ALPC,“ALPC,” “the“the Company,,” “we,“we,” “our”“our” and “us”“us” refers to Alpha Investment Inc. and its subsidiaries.

Overview

We intend to provide capital directly to borrowers seeking financing for commercial real estate properties either for refinancing or acquisitions. We also intend to acquire and manageThese loans will encompass originating performing commercial first mortgage loans, subordinate financings, and other commercial real estate-related debt investments.  debt. Notwithstanding the foregoing, we intend to operate our business so that we do not become subject to the Investment Company Act of 1940, as amended (the “ Investment Company Act ”).amended. Accordingly, we do not plan to primarily engage in the business of investing, reinvesting or trading in securities and we do not plan to acquire investment securities (such as the above-referenced commercial mortgage-backed securities) having a value exceeding 40% of the value of the Company’s total assets.

We expect to offer financing across a broad-spectrum of asset backed and commercial real estate asset types at all points within an asset’s capital structuretype collateral of any property type such as office, retail, industrial, multi-family, and hospitality. Alpha InvestmentThe Company will coordinate its lending initiatives with otheroutside commercial real estate sales and brokerage firms,loan brokers, which have access to commercial real estate owners seeking financing or refinancing opportunities, and with loan origination firms that have Borrowersborrowers seeking loans. ThisWe believe that this will enable ALPC to broaden its access to new Borrowersborrowers and to develop and implement financing solutions for these other lenders, mortgage bankers, borrowers, and owners. In the event the Company uses 3^rdthird party loan origination services and underwriters, the Company will cover these costs in accordance with industry standard fees.practices.

Furthermore, Omega Commercial Finance Corporation, a publicly-held Wyoming corporation (“Omega”) and Omega’s affiliates, can assist ALPC, who is the Company’s principal stockholder, has the ability to expedite and facilitateintroduce financing transactions enablingto the Company to develop and implement a Borrowers customized financing solutions. Assolutions for borrowers. Omega is a publicly-held financial services holding company Omega isand the owner of an umbrella of diversified financial service related companies.  As

The Company expects to require substantial capital to fully fund and implement its operations. The Company plans to raise such capital through the Offering covered hereby, from alternative offerings of debt or other securities or through joint venture partnerships. There can be no assurance that the Company can successfully raise such capital or consummate alternative offerings of its debt or other securities or joint venture partnerships on favorable terms or otherwise. If such efforts are not successful, then we may be unable to honor funding commitments or be forced to curtail our operations or consider other strategic alternatives.

Investment Strategy

To identify attractive lending opportunities, the Company expects to continue to deploy its capital through the origination of commercial mortgage loans, subordinate financings and other commercial real-estate related debt investments at attractive risk-adjusted yields. The Company targets lending opportunities that are secured by commercial real estate. The Company’s underwriting includes a holdingfocus on stressed in-place cash flows, debt yields, debt service coverage ratios, loan-to-value ratios, property quality and market and sub-market dynamics.

Recent Developments

On March 11, 2019, the Company, through Alpha Mortgage Notes I, LLC, a special purpose vehicle (the “SPV”), entered into an operating agreement for the SPV (the “SPV Operating Agreement”) with Alameda Partners LLC, a Utah limited liability company Omega does not directly produce goods or services; rather Omega accomplishes these goals, seeks(“Alameda Partners”). Pursuant to generate revenuethe SPV Operating Agreement, Alameda Partners contributed $1,000,000 for a ten percent (10%) ownership interest in the SPV and realize shareholder value by acting as an umbrella holding companybecame the SPV’s manager. The capital is being used to a portfolioimplement the Company’s strategy of various operatingacquiring performing commercial real estate loans. The members of Alameda Partners have significant long-term experience in the commercial real estate industry as property developers, owners, and capital market subsidiaries companies.managers and currently hold title to over $50 million in commercial real estate assets.

Corporate History and Recent Developments

We were incorporated in the State of Delaware on February 22, 2013, to develop, create, manufacture and market toys for small children which would be designed to attach to car seats and amuse and entertain children during a drive, without distracting the attention of the driver. The Company, however, encountered significant constraints in raising sufficient capital to fully implement its business plan.

On March 17, 2017, Omega purchased 35,550,000 outstanding shares of the Company’s common stock (the “Control“Control Share Sale”Sale”) from Malcolm Hargrave (35,000,000 shares), DTH International Corporation (500,000 shares) and Lisa Foster (50,000 shares) for aggregate consideration of $295,000. The Control Share Sale was consummated in a private transaction pursuant to a common stock purchase agreement entered between Omega and Mr. Hargrave, acting individually and on behalf of the other selling stockholders. Upon completion of the Control Share Sale, a “Change“Change in Control” of the Company took place and in connection therewith, Mr. Hargrave resigned as our sole director and officer and Omega, as the new majority stockholder of the Company, elected Timothy R. Fussell, Ph.D. as President, Chairman of the Board and a director and Todd C. Buxton, Omega’s Chief Executive Officer, as Chief Executive Officer, Vice Chairman of the Board and a director.

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In addition to the foregoing, new management elected to focus the shift in the Company’s business focus to real estate and other commercial lending, which they believed offered better opportunities for shareholder growth. In connection therewith, on March 30, 2017, we filed a Certificate of Amendment to our Certificate of Incorporation with the Delaware Secretary of State changing our name from “Gogo“Gogo Baby, Inc.” to “Alpha“Alpha Investment Inc.” to better reflect our new business plan.   The name change and a corresponding change in the Company’s OTC markets trading symbol from GGBY to ALPC received approval from FINRA and became effective as of April 19, 2017.

On September 5, 2017, Alpha consummated the sale of 56,667 Shares to a single accredited investor for $850,000 or $15.00 per Share in a transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) pursuant to Section 4(a)(2) thereof and Regulation D thereunder. (the “$850,000 Private Offering”). No commissions or placement fees were paid in connection with the offer and sale of the Shares. The proceeds from the offer and sale of the Shares in the $850,000 Offering are being used for working capital and other general corporate purposes.  The Shares issued in the $850,000 Private Offering are registered hereunder for resale by the selling stockholder.

On September 20, 2017, we consummated the sale of 166,667 Shares to a single accredited investor for $2,500,000 or $15.00 per Share in a transaction exempt from the registration requirements of the Securities Act pursuant to Section 4(a)(2) thereof and Regulation D thereunder (the “$2,500,000 Private Offering”). No commissions or placement fees were paid in connection with the offer and sale of the Shares.

At closing, the aggregate gross proceeds of $2,500,000 were deposited in the escrow account of the purchaser’s counsel (the “Escrow Agent”). Under the terms of the $2,500,000 Private Offering, if at any time prior to October 25, 2017 (the “Release Date”), the opening bid price of our Shares on the over-the-counter market as reported by OTC Markets Group was less than $15.00 per Share (a “Share Price Trigger”), the purchaser would have the option, exercisable for a period of sixty (60) days after the Release Date (the “Notice Period”) by written notice to the Company and the Escrow Agent (the “Repurchase Notice”), to require the Company to repurchase the Shares for the purchase price paid.  In addition, and notwithstanding the foregoing, if prior to the Release Date, the Company did not facilitate a $30 million preferred debt financing utilized towards the acquisition of commercial real estate for the benefit of an entity acceptable to the purchaser in the purchaser’s reasonable discretion (an “Approved Financing”),  the purchaser shall have the option to deliver a Repurchase Notice to the Company and to the Escrow Agent during the Notice Period  As Alpha Investment did not facilitate an Approved Financing as of the Release Date, the purchaser has the right to tender a Repurchase Notice to the Company and to the Escrow Agent.  The purchaser has not done so as of the date of this prospectus.

If and when released from escrow, the proceeds of the $2,500,000 Private Offering will be used to provide lending capital for the Company’s newly implemented business line of credit services.

On October 21, 2017, we consummated the sale of 4,333 Shares to a single accredited investor for $65,000 or $15.00 per Share in a transaction exempt from the registration requirements of the Securities Act pursuant to Section 4(a)(2) thereof and Regulation D thereunder (the “October Private Offering”). No commissions or placement fees were paid in connection with the offer and sale of the Shares.  The proceeds of the October Private Offering are being used for working capital and other general corporate purposes.

The Company is an “emerging“emerging growth company”company” under the Jobs Act and as such, may electhas elected to comply with certain reduced public company reporting requirements for future filings. See “Prospectus Summary—Implications of Being an Emerging Growth Company” and “Risk Factors—Our status as an “emerging growth company” under the Jobs Act may make it more difficult to raise capital as and when we need it.”

Implications of Being an Emerging Growth Company

The Jumpstart Our Business Startups Act (the “JOBS Act") was enacted in April 2012 with the intention of encouraging capital formation in the United States and reducing the regulatory burden on newly public companies that qualify as "emerging growth companies." We are an emerging growth company within the meaning of the JOBS Act. As an emerging growth company, we may take advantage of exemptions from various public reporting requirements, including (i) the requirement that our internal control over financial reporting be audited by our independent registered public accounting firm pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, (ii) requirements related to compliance with new or revised accounting standards, (iii) requirements related to the disclosure of executive compensation in this prospectus and in our periodic reports and proxy statements, (iv) the requirement that we hold a nonbinding advisory vote on executive compensation and any golden parachute payments, (v) if adopted by the Public Company Accounting Oversight Board (United States), mandatory audit firm rotation requirements and (vi) requirements to supplement the auditor's report with additional information about the audit and our financial statements. We may choose to take advantage of some, but not all, of these reduced burdens. We may take advantage of these exemptions until we are no longer an emerging growth company.

We will remain an emerging growth company until the earliest to occur of (i) the last day of the fiscal year in which we have $1.07 billion or more in annual revenue; (ii) the date we qualify as a "large accelerated filer" with at least $700 million of equity securities held by non-affiliates; (iii) the date on which we have issued, in any three-year period, more than $1.0 billion in non-convertible debt securities; or (iv) the last day of the fiscal year ending after the fifth anniversary of our initial public offering, which occurred in 2015. Accordingly, we will cease to be an emerging growth company on December 31, 2020.

For risks related to our status as an emerging growth company, see the disclosure elsewhere in this prospectus under the caption "Risk Factors" below.

Corporate Information

Our executive offices are located at 200 East Campus View Blvd., Suite 200, Columbus, OH and our telephone number is (305) 704-3294. Our website iswww.alphainc.uswww.alphainvestmentinc.com. Information contained in our website shall not be deemed incorporated into this prospectus.

The Offering

⁽¹⁾

Assumes all 33,333,333 Shares being offered in the Direct Offering are sold.  Does not include and 625,000 Shares reserved for issuance under our 2017 Stock Incentive Plan (the “Incentive Plan”).

SUMMARY FINANCIAL INFORMATION

The following summary financial data should be read in conjunction with “Management’s“Management’s Discussion and Analysis of Financial Condition and Results of Operations,,” and the Financial Statements and Notes thereto, included elsewhere in this prospectus.

RISK FACTORS

An investment in our Shares involves a high degree of risk. You should carefully consider the risks described below, together with all of the other information included in this prospectus, including information in the section of this prospectus entitled “Special“Special Note Regarding Forward-Looking Statements.Statements.” The risks and uncertainties described below are not the only ones facing us. Additional risks and uncertainties not presently known to us or that we currently believe are immaterial may also impair our business operations. If any of the following risks actually occur, our business, financial condition or results of operations could be materially adversely affected, the value of our common stock could decline, and you may lose all or part of your investment.

Risks Related to Our Business

We have a limited operating history upon which an evaluation of our prospects can be made.

Alpha Investment was incorporated on February 22, 2013 under the name GoGo Baby, Inc. to develop, create, manufacture and market toys for small children which would be designed to attach to car seats and amuse and entertain children during a drive, without distracting the attention of the driver. The Company, however, encountered significant constraints in raising sufficient capital to fully implement such business plan. The Company only shifted its business focus to commercial estate and other asset-based lending activities upon completion of the Control Share Acquisition on March 17, 2017. To date, hethe Company has realized only minimal revenues therefrom and has no operating history in its present line of business upon which an evaluation of our future prospects can be made. Based upon current plans, we expect to incur operating losses in future periods as we incur expenses associated with the implementation of our new business plan. Further, we cannot guarantee that we will be successful in realizing revenues from our new line of business or in achieving or sustaining positive cash flow at any time in the future. Any such failure could result in the possible closure of our business or force us to seek additional capital through loans or additional sales of our equity securities to continue business operations, which would dilute the value of any Shares you purchase.

We have a history of losses our accountants expressed doubts about our ability to continue as a going concern and we require additional capital to execute our business plan.have not achieved profitability.

As of the date of this prospectus, we have not yet achieved profitable operations.  We have accumulated losses, a working capital deficiencyoperations, and we expectmay never achieve profitability.

We need to incur further losses inraise substantial additional capital to fund our existing loan commitments and any future loans we may agree to make.

We may not be able to raise such funds when needed and on acceptable terms. To the implementationextent we sell equity or debt securities as a source of funding will depend on a number of factors, including the prevailing market price of our current business plan, allcommon stock, the volume of trading in our common stock and the extent to which accordingwe are able to secure funds from other sources. Additional equity or debt financing or corporate collaboration may not be available on acceptable terms, if at all. If we are unable to raise additional capital in sufficient amounts or on terms acceptable to us, we will default on our accountants, castsoutstanding loan obligations, be prevented from pursuing acquisition and commercialization efforts and our ability to generate revenues and achieve profitability will be substantially harmed.

The report from our independent registered public accounting firm in our consolidated financial statements for the year ended December 31, 2018, contains an explanatory paragraph referencing our conclusion that substantial doubt aboutexists as to our ability to continue as a “going concern.”

The Company’s present revenues are insufficient to meet operating expenses. The financial statements of the Company have been prepared assuming that the Company will continue as a going concern. We will requireconcern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business. As of December 31, 2018, the Company has incurred cumulative net losses of $2,281,217 since its inception and requires capital for its contemplated operational and marketing activities to take place. The Company's ability to raise additional fundscapital through the receiptfuture issuances of conventional sources of capital or through future sales of our Shares, until such time as our revenues are sufficient to meet our cost structure, and ultimately achieve profitable operations. These actions will result in dilutioncommon stock is unknown. Securing additional financing, the successful development of the ownership interestsCompany's contemplated plan of existing stockholdersoperations, and may further dilute our book value, and that dilution may be material.its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raise substantial doubt about the Company's ability to continue as a going concern.

Any funds raised in from the Direct Offering may be used immediately for our incurred expenses, even if we are later unable to fully implement our business plan. If this occurs, you may not receive your entire investment back because either we have used it to pay for offering costs or we have decided to liquidate and we are required to pay for other debts and liabilities. You may lose your entire investment.

Any loans wemake whether through our affiliated lenders’ correspondent platforms or directly, maybe highly illiquid – we therefore we may not be able to liquidate such investments in a timely manner.

Any loans we make whether through our affiliated lenders’ correspondent platforms or directly, may be highly illiquid with no established market, and there can be no assurance that we will be able to liquidate such investments in a timely manner. Although loans and other investments we seek to make may generate current income, the return of capital and the realization of gains, if any, from such investments generally will occur only upon the partial or complete realization or disposition of such loan or investment. If we are unable to liquidate an investment when we desire, we may be unable to make additional loans without raising additional capital.

Any Loans that are believed to fall under our commercial real estate propriety lending model can fail at any time if the following criteria is not properly vetted by ALPC. This covers the following four areas of our lending risk:

·

Conservative Lending Platform. These conservative lending parameters often referred to as “A” Paper inherently contain the least amount of risk in that it undergoes very conservative underwriting and offers the lowest rates of returns.

·

Alt-A Loans. These loans offer a bit more leeway than “A” Paper loans such as slightly higher loan amounts compared to the value of the property and garner slightly higher interest rates from the borrower as compared to the “A” Paper Loans.

·

Bridge Loans. Commercial bridge loans are a flexible loan arrangement intended to provide short term financing until an exit strategy, such as a refinance or sale can be executed. These loans also garner higher interest rates.

·

Hard Money Loans. A hard money loan is primarily secured and underwritten by the commercial real estate asset itself and not primarily as much on the borrower. These types of loans bring in higher rates than most other lending categories.

Loans made by us may become uncollectible and large amounts of uncollectible debt may materially affect our performance.

The loans made by us may be highly illiquid and involve substantial risks. Many, and possibly all, of the loans will not be personally guaranteed. We will attempt to use information to help eliminate uncollectible debt resulting from bankruptcy, but no assurance can be made that we will be able to do so. If our debt portfolio contains a large portion of uncollectible debt, our performance may be negatively affected. In addition, if any borrower defaults on a loan, we may be required to expend monies in connection with foreclosure proceedings and other remedial actions which could adversely affect our performance. Certain loans may be affected negatively by economic, political, interest rate and other risks, any of which could result in an adverse change in the value of the asset that is used as collateral for the loan.

The real estate loans we originate or acquire may be dependent on the ability of the property owner to generate net income from operating the property, which may result in the inability of such property owner to repay a loan, as well as the risk of foreclosure.

The ability of a borrower to repay a loan secured by an income-producing property typically is dependent primarily upon the successful operation of such property rather than upon the existence of independent income or assets of the borrower. If the net operating income of the property is reduced, the borrower’s ability to repay the loan may be impaired. Net operating income of an income-producing property can be adversely affected by, among other things:

In the event of any default under a mortgage loan held directly by us, we will bear a risk of loss of interest and principal to the extent of any deficiency between the value of the collateral and the principal and accrued interest of the mortgage loan, which could have a material adverse effect on our cash flow from operations and limit amounts available for distribution to our stockholders. In the event of the bankruptcy of a mortgage loan borrower, the mortgage loan to such borrower will be deemed to be secured only to the extent of the value of the underlying collateral at the time of bankruptcy (as determined by the bankruptcy court), and the lien securing the mortgage loan will be subject to the avoidance powers of the bankruptcy trustee or debtor-in-possession to the extent the lien is unenforceable under state law.

Foreclosure can be an expensive and lengthy process and foreclosing on certain properties where we directly hold the mortgage loan and the borrower’s default under the mortgage loan is continuing could result in actions that could be costly to our operations, in addition to having a substantial negative effect on our anticipated return on the foreclosed mortgage loan.

We intend to use leverage as part of our investment strategy which may substantially increase our risk of loss.

We have anticipated that certain loans will be originated or purchased using leverage available to us, thus increasing both net returnsour return on equity as well as risk. Although the use of leverage as part of our investment strategy may enhance returns and increase the number of investments that can be made, it may also substantially increase our risk of loss. If we are unable to obtain loans at a rate lower than the rate on the loans we make, we will be unable to implement our investment strategy.

Our investment strategy is dependent upon servicers to originate and administer loans; failure of our or our affiliated lenders’ servicersservicers to originate loans in sufficient quantity and quality may cause us to fail to effectively implement our investment strategy.

WeWhile we have the ultimate determination over loan originations, we will be largely dependentdepend upon servicers (i.e., third-party firms that specialize in loan origination and servicing)this area) to originateservice and administer loans in our portfolio. Should our and our affiliated lenders’ servicers fail to originate the loans in sufficient quantity and quality, we will be unable to effectively implement our investment strategy. Should such servicers fail to properly administer and service loans, including monitoring borrower’s compliance with the terms of the relevant loan documents, collecting and forwarding loan payments to us, and adequately pursuing and protecting our rights under the loan documents, any such failure could have a material adverse effect on us and our investment operations. In addition, should any servicer default on its guaranty, if any, of a borrower’s obligation to repay a loan, such default could significantly harm our business, results of operations, financial condition and prospects.

In addition to servicers, we and our affiliated lenders may retain mortgage brokers to introduce loans to us that satisfy our investment criteria and pay commissions to such mortgage brokers based on the value of such loans. Some of these mortgage brokers may be deemed to be affiliates of management. We believe that all commissions payable to such persons or other affiliates of management will be reasonable and consistent with industry standards.

We may appraise loansproperties at a value that is materially different from the value ultimately realized.

We intend to make and value loans, in part, on the basis of information and data gathered from independent appraisal professionals. Although we expect to evaluate all such information and data and may seek independent corroboration when appropriate and reasonably available, we are not in a position to confirm the completeness, genuineness or accuracy of such information and data, and in some cases, complete and accurate information may not be available. It is possible that the appraised value of a loanproperty may differ materially from the actual value ultimately realized by us with respectin the event we need to foreclose on such loan.

Our loanportfolio maybe concentrated which could lead to increased risk.

It is possible that the portfolio of loans we make or any loan portfolio we may acquire will likely be concentrated in a limited number of loan investments. Thus, our stockholders may have limited diversification. In addition, if we make an investment in a single transaction with the intent of refinancing or selling a portion of the investment, there is a risk that we will be unable to successfully complete such a financing or sale. This could lead to increased risk as a result of having an unintended long-term investment and reduced diversification.

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Weintend tomake collateralized real estate loans whichwillsubject us tovarious risks associated with the real estate industry.

We intend to make loans collateralized by real estate. Therefore, an investment in us may be subject to certain risks associated with the real estate industry in general. These risks include, without limitation: possible declines in the value of real estate; risks related to general and local economic conditions; possible lack of availability of mortgage funds; overbuilding; extended vacancies of properties; increases in competition, property taxes and operating expenses; changes in zoning laws; costs resulting from the clean-up of, and liability to third parties for damages resulting from, environmental problems; casualty or condemnation losses; uninsured damages from floods, earthquakes or other natural disasters; limitations on and variations in rents; and changes in interest rates. To the extent that our investments, or the assets of underlying or collateralizing our investments, are concentrated geographically, by property type or in certain other respects, we may be subject to the foregoing risks to a greater extent.

If third parties default or enter bankruptcy, we could suffer losses.

We may engage in transactions in securities and financial instruments that involve counterparties. Under certain conditions, we could suffer losses if a counterparty to a transaction were to default or if the market for certain securities and/or financial instruments were to become illiquid. In addition, we could suffer losses if there were a default or bankruptcy by certain other third parties, including brokerage firms and banks with which we do business, or to which securities have been entrusted for custodial purposes.

Purchases of investment securities could make us subject to the Investment Company Act.

As part of our business, we intend to purchase commercial mortgage-backed securities and other commercial real estate-related debt investments, as well as engage in various direct participation equity ownership opportunities. This could make us an investment company under the Investment Company Act of 1940. Notwithstanding the foregoing, we intend to operate our business so that we do not become subject to the Investment Company Act. Accordingly, we do not plan to primarily engage in the business of investing, reinvesting or trading in securities and we do not plan to acquire investment securities (such as the above-referenced commercial mortgage-backed securities) having a value exceeding 40% of the value of the Company’s total assets. In the event we were to do so, or to not comply with the foregoing limitations, we could inadvertently be subject to the requirements of the Investment Company Act of 1940, which could be costly and harm our business and financial results.

We currently rely on our executive officers and the loss of either of their services could have an adverse effect on the Company.

Until we further build up our management infrastructure, our success depends in large part upon the services of our officers, Todd C. Buxton, our CEO and Timothy R. Fussell, Ph.D., our President.  The loss of either of their services would currently have a material adverse effect on Alpha Investment. We are not party to an employment agreement with our either of our executive officers and do not anticipate having key man insurance in place on them in the foreseeable future. Moreover, our CEO also serves as CEO of Omega. While we do not believe that such position will materially interfere with his duties at Alpha Investment or pose any conflict of interest, there can be no assurance given in this regard.

If we are unable to attract and retain additional personnel in the commercial lending field, our ability to compete will be harmed.

Attracting and retaining qualified personnel in the commercial lending field will be critical to our success, and competition for qualified personnel is intense. We may not be able to attract and retain such personnel on acceptable terms given the competition for such personnel. The inability to attract and retain qualified personnel could harm our business and our ability to compete.

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We will face significant competition and if we are unable to effectively compete, our business, results of operations, financial condition and prospects may be seriously harmed.

The commercial lending field is highly competitive and we will face significant competition from other lenders, including banks, insurance companies and other lenders similar to us, many of which have significantly longer operating histories and financial resources than does Alpha Investment.we do. We believe that we will be able to effectively compete based on our ability to leverage on the industry experience, platforms and resources of Omega and its affiliates, in orderaffiliates. Our relationship with Omega will enable us to expedite and facilitate our ability to underwrite and structure complex financing transactions and enable Alpha Investmentus to develop and implement customized creative capital solutions for other lenders, mortgage bankers, borrowers, and owners. However, there can be no assurance given that we can successfully do so and if we are unable to effectively compete, our business, results of operations, financial condition and prospects may be seriously harmed.

If the investor in thea September 2017 $2,500,000 Private Offering (the “$2,500,000 Private Offering”) exercises its right to cause the Company to repurchase the Shares subscribed for, our financial condition and business operations may be harmed.harmed.

On September 20, 2017, we consummated the sale of 166,667 Shares to a single accredited investor for $2,500,000 or $15.00 per Share in the $2,500,000 Private Offering. At closing, the aggregate gross proceeds of $2,500,000 were deposited in the escrow account of the Escrow Agent, purchaser’s counsel. Pursuant to the terms of the $2,500,000 Private Offering, the purchaser has the right, exercisable through December 24, 2017,February 14, 2020, as presently extended, to cause the companyCompany to repurchase the Shares at the purchase price paid. If the purchaser exercises that right, the proceeds from the $2,500,000 Private Offering will not be released to the Company and accordingly, pending completion of the Direct Offering, our financial condition and business operations may be harmed. The Company has not yet entered into an agreement to further extend the expiration date of the purchaser’s put option. Even if the Company does so, in the event the public offering price of Shares sold in this offering are less than $15.00, there is a significantly increased chance that the purchaser will exercise its put option.

Risks Related to the Company’s Relationship with its Directors, Officers and Principal Stockholder

The Company does not have a policy that expressly prohibits its directors, officers and principal stockholders or their respective affiliates from engaging in their own commercial real estate lines of credit and or in business activities common with those conducted by the Company.

The Company does not have a policy that expressly prohibits its directors, officers, independent directors, principal stockholders or their respective affiliates from engaging for their own account in business activities of the types conducted by the Company. The Company’s code of business conduct and ethics contains a conflict of interest policy that prohibits itsour directors and executive officers, or whoever provides services to the Company, from engaging in any transaction that involves an actual conflict of interest with the Company,provided,however, that oncewhen the Company adds independent directors to its board upon completion of this offering, any such conflict may be waived by a majority vote of independent directors.

ALPC, as a company, has limited experience in commercial lending and accordingly, In the event the Company’s common stock is listed on the Nasdaq Stock Market, it will be dependent in significant part on its principal stockholder, Omegarequired to comply with any additional Nasdaq rules and its affiliates to generate loans through their net work of commercial real estate professionals.policies regarding affiliate transactions.

ALPC, as a company, has limited experience in commercial lending and accordingly, will be dependent in significant part on its principal stockholder, Omega and its affiliates to generate loan referrals for their correspondent platforms.  In addition, Omega If Omega and its affiliates are not able to do so, if their business is harmed for any reason or if there is an adverse development in the relationship between Alpha Investment and the lender financing program, our business, results of operations, financial condition and prospects may be seriously harmed

There are various conflicts of interest in the Company’s relationships involving its directors and officers, which could result in decisions that are not in the best interest of the Company’s stockholders. The ability of the directors and its officers and employees to engage in other business activities may reduce the time the director and officers spend managing the Company’s business.

The Company is subject to conflicts of interest arising out of its relationship with directors and officers. The Company has in the past and may in the future enter commercial real estate lines of credit with its directors and officers. The Company has invested in and may in the future invest in, or acquire, certain investments through CRE lines of credit with its directors and officers. In addition, our Chief Executive Officer occupies a similar position with Omega, our principal stockholder. There can be no assurance that any procedural protections will be sufficient to assure that these transactions will be made on terms that will be at least as favorable to the Company as those that would have been obtained in an arm’s length transaction.

The Company currently has a total of $8,600,000 outstanding in unsecured commercial real estate lines of credit executed with Partners South Holdings LLC and Partners South Corporation, both of which are owned by theTimothy R. Fussell, Ph.D., Chairman of the Company.

The Company currently has a total of $8,600,000 outstanding in unsecured commercial real estate lines of credit executed with Partners South Holdings LLC and Partners South Corporation, both of which are owned by the Chairman of the Company. The occurrence of a default under any of the lines of credit would have a material adverse effect on our business, financial condition and results of operations, including, among other matters, an adverse effect on our ability to raise additional capital in the Direct Offering contemplated hereby.

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The Company's business may be adversely affected if its reputation, the reputation of its directors, officers or principal stockholder or the reputation of counterparties with whom the Company associates, is harmed.

The Company may be harmed by reputational issues and adverse publicity associated with the Company, or its directors, officers or principal stockholder. We and our principal stockholder have relationships with certain individuals that cause our principal stockholder adverse publicity and we may be subject to the same adverse publicity. Issues could include real or perceived legal or regulatory violations or could be the result of a failure in performance, risk-management, governance, technology or operations, or claims related to employee misconduct, conflict of interests, ethical issues or failure to protect private information, among others. Similarly, market rumors and actual or perceived association with counterparties whose own reputation is under question could harm the Company's business. Such reputational issues may depresscause third-parties, such as borrowers or mortgage brokers to cease doing business with us, which could cause a material adverse effect on our business, financial condition and results of operations or cause the market price of the Company's capitalour stock or have a negative effect on the Company's ability to attract counterparties for its transactions, orbe lower than it might otherwise adversely affect the Company.be.

Risks Related to Our Status as a Public Company

We are and will continue to be subject to the periodic reporting requirements of the Exchange Act that require us to incur audit fees and legal fees in connection with the preparation of such reports.  These additional costs could reduce or eliminate our ability to earn a profit.

We are and followingafter the effective date of the registration statement of which this prospectus is a part,we will continue to be required to file periodic reports with the SEC pursuant to the Exchange Act and the rules and regulations promulgated thereunder.  In order to comply with these requirements, our independent registered public accounting firm is required to review our financial statements on a quarterly basis and audit our financial statements on an annual basis.  Moreover, our legal counsel has to review and assist in the preparation of such reports.  The future costs charged by these professionals for suchaccounting and legal services in connection with these reports cannot be accurately predicted at this time because factors such as the number and type of transactions that we engage in and the complexity of our reports cannot be determined at this time and will have a major effect on the amount of time to be spent by our auditors and attorneys.   However, theMoreover, such costs are likely to further increase beginning in 2021, when we no longer qualify as an “emerging growth company.” The incurrence of such costs will obviouslymust be an expense topaid for from our operations and thus have a negative effect on our ability to meet our overhead requirements and earn a profit.  If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our Shares, if a market ever develops, could drop significantly.

Our internal controls may be inadequate, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public and we have identified material weaknesses in our internal controls and concluded that our internal controls are not effective..effective.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting.  As defined in Rule 13a-15(f) under the Exchange Act, internal control over financial reporting is a process designed by, or under the supervision of, the principal executive and principal financial officer and effected by the board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;

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provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and/or directors of the Company; and

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provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

We will be required to include a report of management on the effectiveness of our internal control over financial reporting.  We expect to incur additional expenses and diversion of management’s time as a result of performing the system and process evaluation, testing and remediation required in order to comply with the management certification requirements.

We do not have a sufficient number of employees to segregate responsibilities and may be unable to afford increasing our staff or engaging outside consultants or professionals to overcome our lack of employees.  During the course of our testing, we may identify other deficiencies that we may not be able to timely remediate.  Moreover, effective internal controls, particularly those related to revenue recognition, are necessary for us to produce reliable financial reports and are important to help prevent financial fraud.  If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock, if a market ever develops, could drop significantly.

Based on the most recent evaluation of our internal controls as of December 31, 2017,September 30, 2019, management concluded that our disclosure controls and procedures were not effective at the reasonable assurance level in that:

We do not have written documentation of our internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act.  Management evaluated the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

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We do not have sufficient segregation of duties within accounting functions, which is a basic internal control. Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. Our Chief Executive Officer evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

The Jobs Act has reduced the information that the Company isrequired to disclose.

Under the Jobs Act, the information that the Company will be required to disclose has been reduced in a number of ways.

As a company that had gross revenues of less than $1 billion during the Company’s last fiscal year, the Company is an “emerging“emerging growth company,,” as defined in the Jobs Act (an “EGC”“EGC”). The Company will retain that status until the earliest of (a) the last day of the fiscal year which the Company has total annual gross revenues of $1,000,000,000 (as indexed for inflation in the manner set forth in the Jobs Act) or more; (b) the last day of the fiscal year of following the fifth anniversary of the date of the first sale of the common stock pursuant to an effective registration statement under the Securities Act;Act, which occurred in 2015; (c) the date on which the Company has, during the previous three year period, issued more than $1,000,000,000 in non-convertible debt; or (d) the date on which the Company is deemed to be a “large“large accelerated filer,,” as defined in Rule 12b-2 under the Exchange Act or any successor thereto. As an EGC, the Company is relieved from the following:

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The Company is excluded from Section 404(b) of Sarbanes-Oxley Act (“Sarbanes-Oxley”), which otherwise would have required the Company’s auditors to attest to and report on the Company’s internal control over financial reporting. The Jobs Act also amended Section 103(a)(3) of Sarbanes-Oxley to provide that (i) any new rules that may be adopted by the PCAOB requiring mandatory audit firm rotation or changes to the auditor’s report to include auditor discussion and analysis (each of which is currently under consideration by the PCAOB) shall not apply to an audit of an EGC; and (ii) any other future rules adopted by the PCAOB will not apply to the Company’s audits unless the SEC determines otherwise.

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The Jobs Act amended Section 7(a) of the Securities Act to provide that the Company need not present more than two years of audited financial statements in an initial public offering registration statement and in any other registration statement, need not present selected financial data pursuant to Item 301 of Regulation S-K for any period prior to the earliest audited period presented in connection with such initial public offering. In addition, the Company is not required to comply with any new or revised financial accounting standard until such date as a private company (i.e., a company that is not an “issuer” as defined by Section 2(a) of Sarbanes-Oxley) is required to comply with such new or revised accounting standard. Corresponding changes have been made to the Exchange Act, which relates to periodic reporting requirements, which would be applicable if the Company were required to comply with them.

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As long as the Company is an EGC, the Company may comply with Item 402 of Regulation S-K, which requires extensive quantitative and qualitative disclosure regarding executive compensation, by disclosing the more limited information required of a “smaller reporting company.”

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In the event that the Company registers its common stock under the Exchange Act as it intends to do, the Jobs Act will also exempt the Company from the following additional compensation-related disclosure provisions that were imposed on U.S. public companies pursuant to the Dodd-Frank Act: (i) the advisory vote on executive compensation required by Section 14A(a) of the Exchange Act; (ii) the requirements of Section 14A(b) of the Exchange Act relating to shareholder advisory votes on “golden parachute” compensation; (iii) the requirements of Section 14(i) of the Exchange Act as to disclosure relating to the relationship between executive compensation and our financial performance; and (iv) the requirement of Section 953(b)(1)of the Dodd-Frank Act, which requires disclosure as to the relationship between the compensation of the Company’s chief executive officer and median employee pay.

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Our status as an “emerging growth company” under the Jobs Act may make it more difficult to raise capital as and when we need it.

Because of the exemptions from various reporting requirements provided to us as an “emerging“emerging growth company”company” and because we will have an extended transition period for complying with new or revised financial accounting standards, we may be less attractive to investors and it may be difficult for us to raise additional capital as and when we need it.  Investors may be unable to compare our business with other companies in our industry if they believe that our financial accounting is not as transparent as other companies in our industry.  If we are unable to raise additional capital as and when we need it, our business, results or operations, financial

condition and prospects may be materially and adversely affected. We will cease to be an emerging growth company on December 31, 2020.

Risks Related to Our Shares and this Offering

You will experience immediate and substantial dilution as a result of this Direct Offering and may experience additional dilution in the future.

If you purchase Shares in the Direct Offering, you will incur immediate and substantial dilution of $8.18$[•] per Share, representing the difference between the assumed initial public offering price of $15.00$[•] per Share and our pro forma net tangible book value of $[•]per Share as of December 31, 2017September 30, 2019, after giving effect to consummation of the October Private Offering and the Direct Offering, assuming all the Shares offered hereby in the Direct Offering are sold.Offering.

We do not expect to pay cash dividends in the foreseeable future.

We have never paid cash dividends on our common stock.  We do not expect to pay cash dividends on our common stock at any time in the foreseeable future.  The future payment of dividends directly depends upon our future earnings, capital requirements, financial requirements and other factors that our board of directors will consider.  Since we do not anticipate paying cash dividends on our common stock, return on your investment, if any, will depend solely on an increase, if any, in the market value of our common stock.

The future issuance of equity or of debt securities that are convertible into equity will dilute our Share capital.

We may choosewill need to raise additional capital in the future, depending on market conditions, strategic considerations and operational requirements.to execute our business plan. To the extent that additional capital is raised through the issuance of Shares or other securities convertible into Shares, our stockholders will be diluted. Future issuances of our common stock or other equity securities, or the perception that such sales may occur, could adversely affect the trading price of our common stock and impair our ability to raise capital through future offerings of Shares or equity securities. No prediction can be made as to the effect, if any, that future sales of common stock or the availability of common stock for future sales will have on the trading price of our common stock.

The ability of Omega, our principal stockholder, to effectively control our business may limit or eliminate minority stockholders’ ability to influence corporate affairs.

Omega, our principal stockholder, will own, assuming the sale of all 33,333,333 Shares offered in the Direct Offering, approximately 48.3%[•]% of our issued and outstanding common stock.stock, or approximately __% if the underwriters exercise their over-allotment option in full. Accordingly, they will be able to effectively control the election of directors, as well as all other matters requiring stockholder approval.  The interests of Omega may differ from the interests of other stockholders with respect to the issuance of Shares, business transactions with other companies, selection of other directors and other business decisions.  The minority stockholders have no way of overriding decisions made by Omega.  This level of control may also have an adverse impact on the market value of our Shares because Omega may institute or undertake transactions, policies or programs that result in losses and may not take any steps to increase our visibility in the financial community and /and/or may sell sufficient numbers of Shares to significantly decrease our price per Share.

Our Certificate of Incorporation and Bylaws provide for indemnification of officers and directors at our expense and limit their liability that may result in a major cost to us and hurt the interests of our stockholders because corporate resources may be expended for the benefit of officers and/or directors.

Our Certificate of Incorporation and Bylaws provide for the indemnification of our officers and directors.  We have been advised that, in the opinion of the SEC, indemnification for liabilities arising under federal securities laws is against public policy as expressed in the Securities Act of 1933, as amended (the “Securities Act”) and is therefore, unenforceable.

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The offering price of the Shares and the other terms of the Direct Offering have been arbitrarily determined by the Company.

The offering price of the Shares and other terms of the Direct Offering have been arbitrarily determined by the Company and bear no relationship to the Company’s assets, book value, potential earnings or any other recognized criterion of value. In addition, no investment banker, appraiser, or other independent third party has been consulted concerning the offering price for the Shares or the fairness of the offering price used for the Shares.

The Shares in the Direct Offering are being offered and sold on a “self-underwritten, best efforts” basis.

The Shares in the Direct Offering are being offered and sold in a direct public offering on a “self-underwritten, best efforts” basis, which means (a) no minimum number of Shares need be subscribed for in order for the Company to consummate the sale of any of the Shares and utilize the proceeds therefrom; and (b) the Company will not use the services of an underwriter and our executive officers and directors will attempt to sell the Shares directly to investors.  Subscription proceeds for Shares sold in the Direct Offering will be paid directly to the Company and will not be held in a segregated or escrow account. Moreover, the Direct Offering is self-underwritten and accordingly, there is no lead underwriter who would undertake a due diligence or comparable examination of the Company, its business and affairs.

Because our management will have broad discretion over the use of the net proceeds from the sale of Shares in the Direct Offering, you may not agree with how we use them and the proceeds may not be invested successfully.

We intend to use the net proceeds from the sale of the Shares in the direct Offering to support core business operations in the commercial real estate lending and asset backed financing sectors,sector, strategic acquisition of cash flowing real estate companies and or commercial real estate holdings and notes, as well as to expand administrative and support staff, as needed and for working capital and other general corporate purposes. Therefore, our management will have broad discretion as to the use of the net proceeds from the Direct Offering. Accordingly, you will be relying on the judgment of our management with regard to the use of these net proceeds, and you will not have the opportunity, as part

of your investment decision, to assess whether the such proceeds are being used appropriately. It is possible that the proceeds will be invested in a way that does not yield a favorable, or any, return for the Company.

A liquid trading market for our Shares may not develop and be sustained.

Our Shares are quoted on the OTCPink tierof the over-the counter marketoperated by OTC Markets Group under the symbol “ALPC.“ALPC.” However, the trading market for our Shares has been extremely limited, there have only been minimal and sporadic public quotations for our Shares and there are no recent closing quotations for our Shares.  A liquid trading market for our Shares may never develop or be sustained following the Direct Offering. If a liquid market for our common stock does not develop, or if developed, is not sustained, it may be difficult for you to sell Shares you purchase in the Direct Offering without depressing the market price for the Shares or at all. In addition, quotation of our securities on the OTCPink may limit the liquidity and price of our securities more than if our securities were quoted or listed on the OTCQX or OTCQB tiers of the over-the-counter market, the Nasdaq Stock Market or other national securities exchange. Further, institutional and other investors may have investment guidelines that restrict or prohibit investing in securities traded on the OTCPink tier of the over-the counter market. These factors may have an adverse impact on the trading and price of our common stock, if a liquid market develops and is sustained. We intend to apply to have our common stock listed on The Nasdaq Capital Market under the symbol “ALPC”. No assurance can be given that our application will be approved.

A liquid trading market for our Shares may never develop or be sustained following the Offering. If a liquid market for our common stock does not develop, or if developed, is not sustained, it may be difficult for you to sell Shares you purchase in the Offering without depressing the market price for the Shares or at all.

The market price for our common stock, assuming a liquid trading market develops and is sustained, may be particularly volatile given our status as a relatively unknown company with a small and thinly traded public float, limited operating history and lack of profits which could lead to wide fluctuations in our Share price. You may be unable to sell yourSharesat or above your purchase price, which may result in substantial losses to you.

The market for our common stock, assuming a liquid trading market develops and is sustained may be characterized by significant price volatility when compared to seasoned issuers, and we expect that our Share price will continue to be more volatile than a seasoned issuer for the indefinite future. The volatility in our Share price is attributable to a number of factors. First, as noted above, our common stock is sporadically and thinly traded. As a consequence of this lack of liquidity, the trading of relatively small quantities of Shares by our stockholders may disproportionately influence the price of those Shares in either direction. The price for our Shares could, for example, decline precipitously in the event that a large number of our common stock are sold on the market without commensurate demand, as compared to a seasoned issuer which could better absorb those sales without adverse impact on its share price. Secondly, we are a speculative or “risky”“risky” investment due to our limited operating history and lack of profits to date, and uncertainty of future market acceptance for our potential products and services. As a consequence of this enhanced risk, more risk-adverse investors may, under the fear of losing all or most of their investment in the event of negative news or lack of progress, be more inclined to sell their Shares on the market more quickly and at greater discounts than would be the case with the stock of a seasoned issuer. Many of these factors are beyond our control and may decrease the market price of our common stock, regardless of our operating performance. We cannot make any predictions or projections as to what the prevailing market price for our common stock will be at any time, including as to whether our common stock will sustain their current market prices, or as to what effect that the sale of Shares or the availability of common stock for sale at any time will have on the prevailing market price.

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If securities or industry analysts do not publish research or reports about our business, or if they issue an adverse or misleading opinion regarding our stock, our stock price and trading volume could decline.

The trading market for our common stock, assuming a liquid market develops and is sustained, will be influenced by the research and reports that industry or securities analysts publish about us or our business. We do not currently have and may never obtain research coverage by securities and industry analysts. If no or few securities or industry analysts commence coverage of us, the trading price for our Shares would be negatively impacted. In the event we obtain securities or industry analyst coverage, if any of the analysts who cover us issue an adverse or misleading opinion regarding us, our business model, our intellectual property or our stock performance, or if our target studies and operating results fail to meet the expectations of analysts, our stock price would likely decline. If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. The SEC encourages companies to disclose forward-looking information so that investors can better understand a company’s future prospects and make informed investment decisions. This prospectus and other written and oral statements that we make from time to time contain such forward-looking statements that set out anticipated results based on management’s plans and assumptions regarding future events or performance. We have tried, wherever possible, to identify such statements by using terminology such as “may,“may,” “could,“could,” “will,“will,” “would,“would,” “should,“should,” “expect,“expect,” “plan,“plan,” “anticipate,“anticipate,” “believe,“believe,” “estimate,“estimate,” “intend,“intend,” “predict,“predict,” “seek,“seek,” “contemplate,“contemplate,” “project,“project,” “continue,“continue,” “potential,“potential,” “ongoing”“ongoing” or the negative of these terms or other comparable terminology. These statements relate to future events or to our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. Factors that may cause actual results to differ materially from current expectations include, among other things, those described in the section titled “Risk Factors”“Risk Factors” and elsewhere in this prospectus.

Any forward-looking statement in this prospectus reflects our current view with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to our operations, results of operations, industry and future growth. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Except as required by law, we assume no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future.

USE OF PROCEEDS

The Shares in the Direct Offering are being offered and sold in a direct public offering on a “self-underwritten, best efforts”“firm commitment” basis, which means (a) no minimum number of Shares need be subscribedthe underwriter is obligated to take and pay for in orderall the shares offered by this prospectus if any such shares are taken. The underwriter is not required to take or pay for the Companyshares covered by the underwriter’s over-allotment option to consummate the salepurchase additional shares of any of the Shares and utilize the proceeds therefrom; and (b) the Company will not use the services of an underwriter and our executive officers and directors will attempt to sell the Shares directly to investors.  Subscription proceeds for Shares sold in the Direct Offering will be paid directly to the Company and will not be held in a segregated or escrow account.common stock.

We estimate that the net proceeds to us from the Directsale of our Shares in this Offering will be approximately $499,580,476$[•] based on the assumed offering price of $[•] per share, or approximately $[•], if all 33,333,333 Shares offered hereby are purchased,the underwriters exercise their over-allotment option in full, and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us.

Each $1.00 increase (decrease) in the assumed initial public offering price of $419,524 of the Direct Offering. We expect to use$[•] per share would increase (decrease) the net proceeds to us from this offering by approximately $[•], assuming the Direct Offering over the next twelve (12) months for the purposesnumber of shares of common stock offered by us, as set forth inon the table below. The following table sets forth a breakdown of the estimated use of the net proceeds as of the datecover page of this prospectus, assumingremains the sale of 100%, 75%, 50%same and 25% ofafter deducting the Shares offered in the Direct Offering:underwriting discounts and commissions and estimated offering expenses payable by us.

The expected use of the net proceeds from this Offering represents our intentions based upon our current plans and business conditions, which could change in the future as our plans and business conditions evolve. We cannot predict with certainty all of the particular uses for the proceeds of this offering or the amounts that we will actually spend on the uses set forth above. The amounts and timing of our actual expenditures depend on numerous factors, including lending and acquisition opportunities which arise, as well as the state of the markets we plan to operate in. Accordingly, weour management will have broad discretion in the use of the net proceeds from the Direct Offering and could spend the proceeds in ways that do not improve our results of operations or enhance the value of our Shares.

Pending the application  of the proceeds from the Direct Offering, we intend to invest the net proceeds in short-term, interest-bearing, investment-grade securities, certificates of deposit or government securities.

In the event we do not sell all of the Shares being offered in the Direct Offering, we may seek additional financing to support the intended use of proceeds discussed above. If we secure additional equity funding, investors in the Direct Offering would be diluted. In all events, there can be no assurance that additional financing would be available when needed and, if available, on terms acceptable to us.

CAPITALIZATION

We will not receive any of the net proceeds from the sale of Shares in by the selling stockholders pursuant to this prospectus.

CAPITALIZATION

The following table sets forth our cash and cash equivalents and capitalization as of December 31, 2017:

·

on an actual basis;September 30, 2019 and

·

on a pro forma as adjusted basis to reflect the offer and sale of (a) 4,333 Shares in the October Private Offering; and (b) all 33,333,333 Shares offered by us in the Direct Offering at an initial public offering price of $15.00 per Share, after deducting estimated expensesreceipt of the Direct Offering payable by us.proceeds of the Offering.

You should read thisthe table above, in conjunction with our financial statements and related notes and the sections titled “Use“Use of Proceeds,,” “Management’s“Management’s Discussion and Analysis of Financial Condition and Results of Operations,,” and “Description“Description of Capital Stock”Stock” appearing elsewhere in this prospectus.

The number of Shares issued and outstanding actual and pro forma as adjusted in the table above excludes an additional 625,000(a) 1,375,000 Shares reserved for issuance under our 2017 Stock Incentive Plan (the “Incentive Plan”); (b) 50,000 Shares issuable upon conversion of 24,000 shares of outstanding Series 2018 Preferred Stock and 1,000 shares of outstanding Series A Convertible Preferred Stock; and (c) 504,000 Shares issuable upon the Incentive Stock Plan.exercise of outstanding warrants sold in connection with the sale of the Series 2018 Preferred Stock.

DILUTION

If you invest in our Shares in the Directthis Offering, your interest will be diluted to the extent of the difference between the public offering price per Share that you pay and the pro forma as adjusted net tangible book value per Share of stockshare immediately after the Directthis Offering. Net tangible book value per Share is determined by dividing our total tangible assets less our total liabilities by the number of Shares outstanding.

Our historical net tangible book value as of December 31, 2017September 30, 2019 was $ 3,422,820 $1,060,969 or $.08$0.03 per Share, based on 40,406,000 Shares outstandingshare.

Our pro forma as of December 31, 2017.

Netadjusted net tangible book value dilutionas of September 30, 2019 would have been $[•], or $[•] per Share. This amount represents an immediate increase in pro forma as adjusted net tangible book value of $[•] per Share represents the difference between the amountto our existing stockholders and an immediate dilution in pro forma as adjusted net tangible book value of $8.22 per Share paid byshare to new investors who purchasepurchasing Shares from us in the Direct Offering andthis Offering. We determine dilution by subtracting the pro forma as adjusted net tangible book value per Share outstanding immediately after completionthis Offering from the amount of cash that a new investor paid for a Share. The following table illustrates this dilution on a per Share basis:

The dilution information discussed above is illustrative only and may change based on the Directactual offering price and other terms of this Offering. As of December 31, 2017, after giving pro forma effect to our offer and sale of (a) 4,333 SharesEach $1.00 increase (decrease) in the October Private Offering; and (b) all 33,333,333 Shares offered by us in the Direct Offering at an initial publicassumed offering price of $15.00$[•] per Share after deducting estimated expenses of $149,524 of the Direct Offering payable by us,would increase (decrease) our pro forma as adjusted net tangible book value would have been $503,273,291 or $6.83 per Share. This represents an immediate increase in pro forma net tangible book value of $6.74 per Share to existing stockholders,after this Offering by $[•] per Share and an immediateincrease (decrease) the dilution in pro forma net tangible book value of $8.18 per Share to new investors purchasing Shares in the Direct Offering. The table below illustrates thisby $[•] per Share, dilutionin each case assuming the number of Shares offered by us, as set forth on the cover page of December 31, 2017.this prospectus, remains the same, and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us.

The following table sets forth, on a pro forma as adjusted basis as of December 31, 2017,September 30, 2019, the number of Shares purchased or to be purchased from us, the total consideration paid or to be paid and the average price per Shareshare paid or to be paid by existing holders of common stock and by new investors, at a public offering price of $15.00$[•] per Share, before deducting estimated expenses of the Direct Offering Payablepayable by us.

The foregoing discussion and tables are based on the number of Shares outstanding as of December 31, 2017, after giving pro forma effect to our offer and salethe date of 4,333 Shares in the October Private Offering,this prospectus, but excluding 625,000(a) 1,375,000 Shares reserved for issuance under our 2017 Stock Incentive Plan.

SELLING STOCKHOLDERS

This prospectus coversPlan (the “Incentive Plan”); (b) 50,000 Shares issuable upon conversion of 24,000 shares of outstanding Series 2018 Preferred Stock and 1,000 shares of outstanding Series A Convertible Preferred Stock; and (c) 504,000 Shares issuable upon the resale from timeexercise of outstanding warrants sold in connection with the sale of the Series 2018 Preferred Stock. Includes 166,667 Shares issued to timethe investor in the September 2017 $2,500,000 Private Offering, which shares are held in escrow and are subject to a put right by the selling stockholders identifiedinvestor.

Each $1.00 increase (decrease) in the table belowassumed offering price of up to an aggregate 1,050,867 Shares, of which (a) 994,200 Shares were offered$[•] per share would increase (decrease) the total consideration paid by new investors and sold in our initial public offering and were subsequently acquiredtotal consideration paid by 33 Capital Street LLC in March 2017 for an aggregate of $30,000 in a privately negotiated transaction between 33 Capital Street LLC and the holders of such Shares; and (b) 56,667 Shares offered and sold to Dr. Assia Benhacene in the $850,000 Private Offering.

We are registering the Shares to permit the sellingall stockholders and any of their respective pledgees, donees, transferees, assignees and successors-in-interest to, from time to time, sell any or all of its Shares on any stock exchange, market or trading facility on which the Shares are traded or in private transactions when and as they deem appropriate in the manner described below.

Except as described hereinThere are no agreements between the Company and any of the selling stockholders pursuant to which the Shares subject to this registration statement were issued. Dr. Benhacene has not had a material relationship with the Company within the past three years.  Erika L. Hasty, the managing member of 33 Capital Street LLC functions as an independent loan origination consultant to the Company. Neither selling stockholder is a broker-dealer nor is affiliated in any manner with a broker-dealer.

The following table sets forth, as of the date of this prospectus, the name of each selling stockholder, the number and percentage of Shares beneficially owned by such selling stockholder as of to the date of this prospectus,approximately $[•], assuming that the number of Shares registered for resale hereunder andoffered by us, as set forth on the number and percentage of Shares beneficially owned by the selling stockholder after the resale offering of the Shares (without giving effect to the offer and sale of Shares in the Direct Offering).  Beneficial ownership is determined in accordance with the rules of the SEC, and includes any Shares to which the selling stockholder has sole or shared voting power or investment power and any Shares which the selling stockholder has the right to acquire within sixty (60) days of the datecover page of this prospectus, throughremains the exercise of any option, warrant or right, through conversion of any security or pursuant tosame and after deducting the automatic termination of a power of attorney or revocation of a trust, discretionary account or similar arrangement.

**Based on 40,402,667 Shares outstanding as of the date of this prospectus.