UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): April 2, 2015 (March 31, 2015)

ACRE REALTY INVESTORS INC.

(Exact name of registrant as specified in its charter)

Georgia

(State or Other Jurisdiction of Incorporation)

212-878-3504

(Registrant’s Telephone Number, Including Area Code)

N/A

(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 the registrant under any of the following provisions:

Item 1.01 Entry into a Material Definitive Agreement.

ACRE Realty Investors Inc. (the "Company") conducts business through ACRE Realty LP, its operating partnership (the "Operating Partnership"). On March 31, 2015, Northridge Parkway, LLC, a wholly owned subsidiary of the Operating Partnership (the "Seller"), entered into a sale contract with Vista Acquisitions, LLC, a Georgia limited liability company (the "Purchaser"), pursuant to which the Seller agreed to sell, and the Purchaser agreed to purchase, subject to the conditions in the contract, that certain parcel of approximately 12.965 acres of real property located in Land Lots 25 and 26 of the 17th District, and in Land Lots 385 and 386 of the 19th District, Fulton County, Georgia, (the "Northridge Land"). The Northridge Land is one of the legacy properties that was acquired prior to the recapitalization transaction with A-III Investment Partners LLC. As described in our most recent Annual Report on Form 10-K, the Company intends to sell all of the Company's legacy properties.

Under the terms of the sale contract, the purchase price for the Northridge Land is Five Million Five Hundred Thousand and No/100 Dollars ($5,500,000.00). Purchaser paid an initial deposit of $50,000 following execution of the contract. Purchaser has 30 days from the execution date to inspect the Northridge Land and elect whether to proceed with the purchase, at which time the Purchaser must pay an additional $250,000 deposit if it elects to proceed with the purchase of the Northridge Land.

If the Purchaser fails to notify the Seller on or before 30 days from the execution date that it elects to terminate the sale contract, the condition precedent set forth in the sale contract with regards to inspection will be deemed satisfied and the Purchaser will be obligated to pay the subsequent deposit to secure the sale contract. If the Purchaser elects (or is deemed to have elected) to proceed with the purchase upon expiration of the 30-day inspection period and the subsequent deposit is paid, the closing is expected to occur on June 29, 2015. The entire amount of the initial deposit and subsequent deposit will be applied to the total purchase price at closing.

The above description of the material terms of the Northridge Land sale contract is qualified in its entirety by reference to the full text of the sale contract, which is attached as Exhibit 10.1 to this report and is incorporated into this Item 1.01 by this reference. 

Note Regarding Forward-Looking Statements

This current report on Form 8-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended. The forward-looking statements relate to our intent, belief, or expectations regarding the closing of the Northridge Land sales contract and the timing of such closing. These statements involve risks and uncertainties that include: whether the Purchaser will elect to proceed with the purchase after its due diligence inspection, whether the satisfaction of conditions to the closing will occur and the expected timing of the closing of the transaction. For these forward-looking statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. For more information about other risks and uncertainties we face, please see the section entitled “Risk Factors” in our most recent Annual Report on Form 10-K, a copy of which can be obtained from the Company’s website at www.acrerealtyinvestors.com.

Item 9.01  Financial Statements and Exhibits.

(d)  Exhibits

Signatures

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