Alpha Investment Inc. (Form: 8-K, Received: 09/02/2025 16:27:28)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 1, 2025

Alpha Investment Inc. (Exact name of registrant as specified in charter)

Delaware

333-198772

90-0998139

(State or other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

201 E 5th St., Suite 1900, Cincinnati, OH		45202
(Address of Principal Executive Offices)		(Zip Code)

Registrant's telephone number, including area code: 305-704-3294

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of Company under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12(b))

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

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. o

As used in this Current Report on Form 8-K (this “Report”), and unless otherwise indicated, the terms “the Company,” “Alpha,” “we,” “us” and “our” refer to Alpha Investment Inc. and its subsidiaries.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

As of September 1, 2025, the Company appointed Mr. Jon S. Cummings IV, Chief Executive Officer of Omega Commercial Finance Corp., the majority shareholder of the Company, to succeed Mr. Todd C. Buxton as Chief Executive Officer and Chair. Mr. Cummings expressed his appreciation to Mr. Buxton for his dedicated service and leadership during his tenure.

Therefore, effective September 1, 2025, the Board of Directors formally appointed Mr. Jon S. Cummings IV, the Chief Executive Officer of Omega Commercial Finance Corp. and the majority shareholder of the Company, as the Chairman of the Board and Chief Executive Officer of Alpha Investment Inc. Mr. Cummings brings significant executive experience in corporate governance and corporate strategy. His appointment is expected to strengthen the Company’s leadership and support its long-term strategic initiatives.

There are no arrangements or understandings between Mr. Cummings and any other person pursuant to which he was appointed, nor are there any family relationships between Mr. Cummings and any director or executive officer of the Company that would require disclosure under Item 401(d) of Regulation S-K. Furthermore, there are no related-party transactions between Mr. Cummings and the Company that would require disclosure under Item 404(a) of Regulation S-K, except as previously disclosed.

Further, there are no related party transactions between Mr. Cummings and the Company that would require disclosure under Item 404(a) of Regulation S-K, except as previously disclosed.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No		Description
99.1		Press release announcing management change and strategic growth initiatives

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: September 2, 2025	ALPHA INVESTMENT INC.


	By:	/s/ Jon S. Cummings IV
		Jon S Cummings, Chief Executive Officer

Exhibit 99.1

Alpha Investment Inc. Announces Change in Leadership and Strategic Growth Initiatives

Cincinnati, Ohio, September 2, 2025: Alpha Investment Inc. (OTC: ALPC) (the “Company”) today announced that Jon S. Cummings IV was appointed as the CEO and Chairman of Alpha Investment Inc., replacing Todd C. Buxton. The Company and its Board of Directors wish to thank Mr. Buxton for his contributions and leadership during his tenure.

Effective immediately, Alpha Investment Inc. has appointed Mr. Jon S. Cummings IV, the Company’s majority shareholder, as Chairman of the Board and Chief Executive Officer. Mr. Cummings has a proven record of leadership in corporate governance and compliance procedures that are critical to the foundation of a public company, having access to structuring investment strategies to capitalize the Company. His appointment highlights the Company’s commitment to executing its strategic plan, enhancing shareholder value, and positioning Alpha Investment Inc. for long-term growth.

“I am honored to assume the role of Chairman and CEO of Alpha Investment Inc.,” said Mr. Cummings. “Our mission is to deliver long-term shareholder value by building a stronger and more diversified company. We are entering a pivotal stage as we are expanding into cryptocurrency mining operations, which we believe will enable us to monetize the free cash flow of our vertically integrated divisions within the specialty finance sector. Furthermore, this strategy enhances our ability to form strategic alliances and partnerships, offering innovative alternative growth strategies designed to attract both institutional and accredited investors.

Forward Strategic Direction

Alpha Investment Inc. is advancing its transition into the cryptocurrency mining sector, leveraging cutting-edge mining infrastructure to capture value within the digital asset ecosystem. By aligning operations with the accelerating demand for decentralized technologies, the Company seeks to establish a strong foothold in this high-growth industry. At the same time, ALPC is refining its approach to become a more diversified financial entity, maintaining its core focus on commercial real estate lending and asset-backed lending, while also developing an internal capitalization platform to support strategic partnerships and alliances. This expansion is designed to reduce reliance on any single revenue stream, provide resilience against market cycles, and enhance long-term financial stability. The Company’s dual-track strategy, which combines blockchain technology initiatives with a traditional financial services backbone, demonstrates its commitment to innovation, diversification, and sustainable growth for its shareholders.

About Alpha Investment Inc.

Alpha Investment Inc. (OTC: ALPC) is an emerging diversified company focused on alternative growth strategies designed to attract both institutional and individual accredited investors through its publicly listed platform. The Company is currently undergoing a strategic restructuring that includes evaluating a potential private placement of up to $5 billion under Regulation D 506(c), exclusively for accredited investors, as part of its long-term capital formation strategy. This capital raising initiative focuses on expanding into the scalable cryptocurrency mining sector while advancing the development of a vertically integrated specialty finance platform with capabilities in commercial real estate lending, asset-backed lending, and strategic alliances and acquisitions across global real estate development, clean energy, and AI-driven data center sectors. Alpha Investment Inc. remains committed to delivering value-added solutions and driving sustainable, long-term growth for its shareholders and stakeholders.

Investor Relations
Alpha Investment Inc.
ir@alphainvestmentinc.com

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements regarding Alpha Investment Inc.’s (“ALPC” or the “Company”) business strategy, anticipated private placement under Regulation D 506(c), growth initiatives, expansion into cryptocurrency mining operations, development of a specialty finance platform, strategic alliances, acquisitions, and future operational or financial performance. Forward-looking statements are based on current expectations, estimates, and assumptions by management and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied. Factors that could cause such differences include, but are not limited to: market conditions in the cryptocurrency, financial services, real estate, and energy sectors; access to capital and financing; regulatory changes and compliance requirements; competitive pressures; the Company’s ability to successfully implement its growth strategy; and other risks detailed in the Company’s filings with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to revise or update any forward-looking statements to reflect events or circumstances after the date of this press release, except as required by law.