Item 8.01 Other Events.
As previously disclosed by First Real
Estate Investment Trust of New Jersey (the “Trust”) in a current report on Form 8-K filed with the Securities and Exchange
Commission (the “SEC”) on March 16, 2020, the Trust entered into a Purchase Agreement on March 13, 2020 (the “Purchase
Agreement”) with an unaffiliated third party (the “Purchaser”) that provided for the sale by the Trust of its
Franklin Crossing shopping center located in Franklin Lakes, New Jersey for a purchase price of $26,500,000 (subject to adjustments
and prorations), subject to the terms and conditions of the Purchase Agreement.
The Purchase Agreement provided that
prior to the end of a 21-day due diligence period, the Purchaser had the right to determine whether or not to proceed with the
purchase of the Franklin Crossing property for any reason or no reason whatsoever, in its sole and absolute discretion.
Prior to the end of the 21-day due diligence
period, the Purchaser determined not to proceed with the purchase of the Franklin Crossing property. As a result, on March 26,
2020, the Purchase Agreement was terminated and the Purchaser’s initial deposit of $500,000 was returned. The parties to
the Purchase Agreement have no further rights or obligations under the Purchase Agreement.
Additional Information
and Where to Find It
This current
report on Form 8-K may be deemed to relate to the proposed plan of voluntary liquidation
of the Trust and may be deemed to be solicitation material in respect thereof and the related sale of assets of the Trust. In connection
with the proposed plan of voluntary liquidation and related sale of assets, the Trust filed a definitive proxy statement with the
SEC on March 9, 2020, as well as other relevant materials. This document is not a substitute for the definitive proxy statement
or for any other document that the Trust has filed or may file with the SEC or send to the Trust’s shareholders in connection
with the proposed plan of voluntary liquidation of the Trust and related sale of assets. BEFORE MAKING ANY VOTING DECISION, INVESTORS
AND SECURITY HOLDERS OF THE TRUST ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY
AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED PLAN OF VOLUNTARY
LIQUIDATION, THE RELATED SALE OF ASSETS AND RELATED MATTERS. Investors and security holders are able to obtain free copies of the
definitive proxy statement and other documents filed by the Trust with the SEC through the website maintained by the SEC at http://www.sec.gov.
Copies of the documents filed by the Trust with the SEC are also be available, free of charge, on the investor relations page of
the Trust’s website at www.freitnj.com. The Trust and its trustees
and its executive officers may be considered participants in the solicitation of proxies from the Trust’s shareholders with
respect to the proposed transaction and proposed plan of voluntary liquidation under the rules of the SEC. Information about the
trustees and the executive officers of the Trust is set forth in the definitive proxy statement filed with the SEC on March 9,
2020.
Forward-Looking and Cautionary Statements
This current report on Form 8-K may
contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal
securities laws. These forward-looking statements can be identified by the use of words such as “expect,” “plan,”
“will,” “estimate,” “project,” “intend,” “believe,” “guidance,”
“approximately,” “anticipate,” “may,” “should,” “seek” or the negative
of these words and phrases or similar words or phrases that are predictions of or indicate future events or trends and that do
not relate to historical matters. You can also identify forward-looking statements by discussions of strategy, plans or intentions
of management. These forward-looking statements are subject to known and unknown risks and uncertainties that you should not rely
on as predictions of future events. Forward-looking statements depend on assumptions, data and/or methods which may be incorrect
or imprecise and we may not be able to realize them. The following risks and uncertainties, among others, could cause actual results
to differ materially from those currently anticipated due to a number of factors, which include, but are not limited to: industry
and economic conditions; the Trust’s dependence upon its external manager to conduct its business and achieve its investment
objectives; unknown liabilities acquired in connection with acquired properties or interests in real estate-related entities;
general risks affecting the real estate industry and local real estate markets (including, without limitation, the market value
of the Trust’s properties, potential illiquidity of the Trust’s real estate investments, condemnations, and potential
damage from natural disasters); the financial performance of the Trust’s tenants; the impact of any financial, accounting,
legal or regulatory issues or litigation that may affect the Trust and its major tenants; volatility and uncertainty in the financial
markets, including potential fluctuations in the consumer price index; risks associated with the Trust’s failure to maintain
status as a REIT under the Internal Revenue Code of 1986, as amended; and other additional risks discussed in the Trust’s
annual report on Form 10-K for the fiscal year ended October 31, 2019, which was filed with the SEC on January 21, 2020, and the
Trust’s quarterly report on Form 10-Q for the three month period ended January 31, 2020, which was filed with the SEC on
March 10, 2020. The Trust expressly disclaims any responsibility to update or revise forward-looking statements, whether as a
result of new information, future events or otherwise, except as required by law.