Основная статистика
| LEI | 5493005G0MGS3E0E7218 |
| CIK | 1822523 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Advanced Flower Capital Inc.
SEC Filings (Chronological Order)
На этой странице представлен полный хронологический список документов SEC, за исключением документов о собственности, которые мы предоставляем в других местах.
| August 20, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| August 14, 2025 |
Advanced Flower Capital Inc. Announces Financial Results for the Second Quarter 2025 Second quarter 2025 GAAP net loss of $(13.2) million or $(0.60) per basic weighted average common share and Distributable Earnings(1) of $3.4 million or $0.15 per basic weighted average common share Announces Intention to Convert from Mortgage REIT to BDC WEST PALM BEACH, FL, August 14, 2025 – Advanced Flower Capi |
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| August 14, 2025 |
SIXTH AMENDMENT TO AMENDED AND RESTATED MANAGEMENT AGREEMENT Exhibit 10.1F SIXTH AMENDMENT TO AMENDED AND RESTATED MANAGEMENT AGREEMENT This Sixth Amendment to Amended and Restated Management Agreement (this “Amendment”) is entered into effective as of August 13, 2025 (the “Effective Date”) by and between Advanced Flower Capital Inc., a Maryland corporation (together with its subsidiaries, the “Company”), and AFC Management, LLC, a Delaware limited liabilit |
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| August 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Index UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39995 ADVANCED FLOWER CA |
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| August 14, 2025 |
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): August 14, 2025 ADVANCED FLOWER CAPITAL INC. (Exact name of Registrant as Specified in Its Charter) Maryland 001-39995 85-1807125 (State or Other Jurisdiction of Incorporation) (Commi |
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| June 9, 2025 |
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): June 6, 2025 ADVANCED FLOWER CAPITAL INC. (Exact name of Registrant as Specified in Its Charter) Maryland 001-39995 85-1807125 (State or Other Jurisdiction of Incorporation) (Commissi |
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| June 9, 2025 |
AMENDMENT NUMBER FIVE TO LOAN AND SECURITY AGREEMENT Exhibit 10.9E *CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. AMENDMENT NUMBER FIVE TO LOAN AND SECURITY AGREEMENT This Amendment Number Five to Loan and Security Agreement (this “Amendment”) is entered into as of Ju |
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| June 9, 2025 |
Advanced Flower Capital Expands Revolving Credit Facility with $20 Million Additional Commitment from Existing FDIC-Insured Banking Partner WEST PALM BEACH, FL, June 9, 2025 – Advanced Flower Capital Inc. |
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| May 19, 2025 |
Submission of Matters to a Vote of Security Holders 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): May 19, 2025 ADVANCED FLOWER CAPITAL INC. (Exact name of Registrant as Specified in Its Charter) Maryland 001-39995 85-1807125 (State or Other Jurisdiction of Incorporation) (Commissi |
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| May 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Index UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39995 ADVANCED FLOWER C |
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| May 14, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): May 14, 2025 ADVANCED FLOWER CAPITAL INC. (Exact name of Registrant as Specified in Its Charter) Maryland 001-39995 85-1807125 (State or Other Jurisdiction of Incorporation) (Commissi |
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| May 14, 2025 |
Advanced Flower Capital Inc. Announces Financial Results for the First Quarter 2025 First quarter 2025 GAAP net income of $4.1 million or $0.18 per basic weighted average common share and Distributable Earnings(1) of $4.5 million or $0.21 per basic weighted average common share WEST PALM BEACH, FL, May 14, 2025 – Advanced Flower Capital Inc. (Nasdaq: AFCG) (“Advanced Flower Capital”, “AFC” or the |
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| May 5, 2025 |
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 29, 2025 ADVANCED FLOWER CAPITAL INC. (Exact name of Registrant as Specified in Its Charter) Maryland 001-39995 85-1807125 (State or Other Jurisdiction of Incorporation) (Commis |
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| May 2, 2025 |
Advanced Flower Capital Renews Senior Secured Revolving Credit Facility with Lead Commitment from FDIC-Insured Bank WEST PALM BEACH, FL, May 2, 2025 – Advanced Flower Capital Inc. |
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| May 2, 2025 |
AMENDMENT NUMBER FOUR TO LOAN AND SECURITY AGREEMENT AND CONSENT Exhibit 10.9D * CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. AMENDMENT NUMBER FOUR TO LOAN AND SECURITY AGREEMENT AND CONSENT This Amendment Number Four to Loan and Security Agreement and Consent (this “Amendment”) |
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| May 2, 2025 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): May 2, 2025 ADVANCED FLOWER CAPITAL INC. (Exact name of Registrant as Specified in Its Charter) Maryland 001-39995 85-1807125 (State or Other Jurisdiction of Incorporation) (Commissio |
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| April 22, 2025 |
Advanced Flower Capital Inc. 477 S. Rosemary Ave., Suite 301 West Palm Beach, FL 33401 Advanced Flower Capital Inc. 477 S. Rosemary Ave., Suite 301 West Palm Beach, FL 33401 April 22, 2025 Via EDGAR Transmission U.S. Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N.E. Washington, D.C. 20549 Re: Advanced Flower Capital Inc. Registration Statement on Form S-3 (Registration No. 333-286604) Ladies and Gentlemen: In a |
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| April 17, 2025 |
Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) ☑ ARGENT INSTITUTIONAL TRUST COMPANY (Exact name of trustee as specified in its charter) Corporation duly |
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| April 17, 2025 |
As filed with the Securities and Exchange Commission on April 17, 2025 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on April 17, 2025 Registration No. |
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| April 17, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Advanced Flower Capital Inc. |
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| April 17, 2025 |
ADVANCED FLOWER CAPITAL INC., ARGENT INSTITUTIONAL TRUST COMPANY, Dated as of , 20 Debt Securities Exhibit 4.4 ADVANCED FLOWER CAPITAL INC., Issuer AND ARGENT INSTITUTIONAL TRUST COMPANY, Trustee INDENTURE Dated as of , 20 Debt Securities TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms. 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section 2.01 Designation and Terms of Securities. 5 Section 2.02 Form of Securities an |
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| April 10, 2025 |
EXHIBIT 107 CALCULATION OF FILING FEE TABLE FORM S-8 Advanced Flower Capital Inc. (Exact name of registrant as specified in its charter) Table 1. Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price(2) Fee Rate Amount of Registration Fee Equity Common Stock, par value of |
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| April 10, 2025 |
As filed with the Securities and Exchange Commission on April 10, 2025 As filed with the Securities and Exchange Commission on April 10, 2025 Registration No. |
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| April 4, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| April 4, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| March 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39995 ADVANCED F |
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| March 13, 2025 |
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): March 13, 2025 ADVANCED FLOWER CAPITAL INC. (Exact name of Registrant as Specified in Its Charter) Maryland 001-39995 85-1807125 (State or Other Jurisdiction of Incorporation) (Commis |
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| March 13, 2025 |
Advanced Flower Capital Inc. Announces Financial Results for Fourth Quarter and Full Year 2024 Fourth quarter 2024 GAAP net loss of $(1.0) million or $(0.05) per basic weighted average common share and Distributable Earnings(1) of $6.3 million or $0.29 per basic weighted average common share Full year 2024 GAAP net income of $16.8 million or $0.78 per basic weighted average common share and Distri |
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| March 13, 2025 |
AMENDMENT NUMBER THREE TO LOAN AND SECURITY AGREEMENT Exhibit 10.9C Execution Version AMENDMENT NUMBER THREE TO LOAN AND SECURITY AGREEMENT This Amendment Number Three to Loan and Security Agreement (this “Amendment”) is entered into as of January 24, 2025 (the “Third Amendment Effective Date”), by and among the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referre |
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| March 13, 2025 |
List of Subsidiaries of the Registrant Exhibit 21.1 List of Subsidiaries of the Registrant AFCG TRS1, LLC |
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| March 13, 2025 |
Amended Insider Trading Policy (as of October 2024) Exhibit 19 Amended Insider Trading Policy (as of October 2024) I. Background and Purpose of Policy Advanced Flower Capital Inc. (the “Company”) and all directors, officers and employees of the Company and its subsidiaries, if any, are subject to federal and state “insider trading” laws with respect to transactions involving Company securities. These laws prohibit (a) trading in (as defined in Sect |
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| December 17, 2024 |
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): December 17, 2024 ADVANCED FLOWER CAPITAL INC. (Exact name of Registrant as Specified in Its Charter) Maryland 001-39995 85-1807125 (State or Other Jurisdiction of Incorporation) (Com |
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| December 17, 2024 |
Exhibit 10.1 UNSECURED REVOLVING CREDIT AGREEMENT dated as of December 17, 2024 by and among ADVANCED FLOWER CAPITAL INC., a Maryland corporation, as Borrower, THE LENDERS PARTY HERETO, as the Lenders, and AFC FINANCE, LLC, a Delaware limited liability company as Agent TABLE OF CONTENTS Page ARTICLE I DEFINITIONS; CONSTRUCTION 1 1.1 Definitions 1 1.2 Other Definitional Provisions 6 1.3 Accounting |
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| November 13, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): November 13, 2024 ADVANCED FLOWER CAPITAL INC. (Exact name of Registrant as Specified in Its Charter) Maryland 001-39995 85-1807125 (State or Other Jurisdiction of Incorporation) (Com |
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| November 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Index UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39995 ADVANCED FLOW |
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| November 13, 2024 |
Advanced Flower Capital Inc. Announces Financial Results for Third Quarter 2024 Third quarter 2024 GAAP net income of $1.4 million or $0.06 per basic weighted average common share and Distributable Earnings(1) of $7.2 million or $0.35 per basic weighted average common share Paid first post-spin dividend of $0.33 per common share for third quarter 2024 WEST PALM BEACH, FL, November 13, 2024 (GLOBE |
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| October 22, 2024 |
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): October 21, 2024 ADVANCED FLOWER CAPITAL INC. (Exact name of Registrant as Specified in Its Charter) Maryland 001-39995 85-1807125 (State or Other Jurisdiction of Incorporation) (Comm |
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| October 22, 2024 |
Articles of Amendment, dated October 22, 2024 Exhibit 3.1 AFC GAMMA, INC. ARTICLES OF AMENDMENT AFC Gamma, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: Article II of the charter of the Corporation (the “Charter”) is hereby amended to change the name of the Corporation to: Advanced Flower Capital Inc. SECOND: The foregoing amendment to the Charte |
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| October 22, 2024 |
Second Amended and Restated Bylaws of the Company, effective as of October 22, 2024 Exhibit 3.2 ADVANCED FLOWER CAPITAL INC. SECOND AMENDED AND RESTATED BYLAWS ARTICLE I OFFICES Section 1. PRINCIPAL OFFICE. The principal office of Advanced Flower Capital Inc. (the “Corporation”) in the State of Maryland shall be located at such place as the Board of Directors of the Corporation (the “Board of Directors”) may designate from time to time. Section 2. ADDITIONAL OFFICES. The Corporat |
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| September 5, 2024 |
O’Melveny & Myers LLP 1301 Avenue of the Americas New York, NY 10019 T: +1 212 326-2000 F: +1 212 326-2061 omm. |
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| August 7, 2024 |
AFC Gamma, Inc. Announces Financial Results for Second Quarter 2024 Second quarter 2024 GAAP net income of $16.4 million or $0.80 per basic weighted average common share and Distributable Earnings(1) of $11.4 million or $0.56 per basic weighted average common share Paid dividend of $0.48 per common share for second quarter 2024 WEST PALM BEACH, FL, August 7, 2024 (GLOBE NEWSWIRE) – AFC Gamma, Inc. |
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| August 7, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): August 7, 2024 AFC GAMMA, INC. (Exact name of Registrant as Specified in Its Charter) Maryland 001-39995 85-1807125 (State or Other Jurisdiction of Incorporation) (Commission File Num |
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| August 7, 2024 |
AMENDMENT NUMBER TWO TO LOAN AND SECURITY AGREEMENT Exhibit 10.7B *CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. AMENDMENT NUMBER TWO TO LOAN AND SECURITY AGREEMENT This Amendment Number Two to Loan and Security Agreement (this “Amendment”) is entered into as of July |
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| August 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Index UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39995 AFC GAMMA, INC. (E |
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| August 6, 2024 |
O’Melveny & Myers LLP T: +1 212 326-2000 File Number: 0008334-11 1301 Avenue of the Americas F: +1 212 326-2061 New York, NY 10019 omm. |
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| July 9, 2024 |
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): July 9, 2024 AFC GAMMA, INC. (Exact name of Registrant as Specified in Its Charter) Maryland 001-39995 85-1807125 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| July 9, 2024 |
Exhibit 2.1 SEPARATION AND DISTRIBUTION AGREEMENT by and between AFC GAMMA, INC. and SUNRISE REALTY TRUST, INC. Dated as of July 8, 2024 TABLE OF CONTENTS EXHIBIT A – Tax Matters Agreement i SEPARATION AND DISTRIBUTION AGREEMENT THIS SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), is entered into as of July 8, 2024, by and between AFC Gamma, Inc., a Maryland corporation (“AFC Gamma”), an |
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| July 9, 2024 |
AFC GAMMA, INC. UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS Exhibit 99.1 AFC GAMMA, INC. UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS Overview On July 9, 2024, AFC Gamma, Inc. (“we,” “our,” “us,” the “Company” or “AFCG”), completed the spin-off of its commercial real estate portfolio into an independent publicly-traded company, Sunrise Realty Trust, Inc. (“SUNS”) and the pro rata distribution by the Company of all of the outstanding shares of SUNS |
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| July 9, 2024 |
Exhibit 10.1 TAX MATTERS AGREEMENT This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of July 8, 2024 by and between AFC GAMMA, INC., a Maryland corporation (“AFC Gamma”), and SUNRISE REALTY TRUST, INC., a Maryland corporation (“SUNS”). RECITALS WHEREAS, AFC Gamma has elected to be treated and operates as a REIT and SUNS will elect and intends to qualify as a REIT for the taxable yea |
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| July 9, 2024 |
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): July 8, 2024 AFC GAMMA, INC. (Exact name of Registrant as Specified in Its Charter) Maryland 001-39995 85-1807125 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| July 3, 2024 |
July 3, 2024 Dear AFC Gamma Shareholder, We are pleased to inform you that the board of directors of AFC Gamma, Inc. |
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| July 3, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events 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): July 2, 2024 AFC GAMMA, INC. (Exact name of registrant as specified in its charter) Maryland 001-39995 85-1807125 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| July 2, 2024 |
AFCG / AFC Gamma, Inc. / TANNENBAUM LEONARD M - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 1)* Under the Securities Exchange Act of 1934 AFC Gamma, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 00109K105 (CUSIP Number) Leonard M. Tannenbaum AFC Gamma, Inc. 525 Okeechobee Blvd., Suite 1650 West Palm Beach, FL 33401 (561) 510-2390 (Name, Address and Telephone Number of |
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| May 23, 2024 |
Submission of Matters to a Vote of Security Holders 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): May 23, 2024 AFC GAMMA, INC. (Exact name of Registrant as Specified in Its Charter) Maryland 001-39995 85-1807125 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| May 20, 2024 |
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): May 20, 2024 AFC GAMMA, INC. (Exact name of Registrant as Specified in Its Charter) Maryland 001-39995 85-1807125 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| May 20, 2024 |
AFC Gamma Announces Changes to Composition of Board of Directors Following Planned Spin-Off of Commercial Real Estate Portfolio WEST PALM BEACH, FL, May 20, 2024 – AFC Gamma, Inc. |
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| May 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Index UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39995 AFC GAMMA, INC. ( |
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| May 9, 2024 |
AFC Gamma, Inc. Announces Financial Results for First Quarter 2024 First quarter 2024 GAAP net loss of $(0.1) million or $(0.01) per basic weighted average common share and Distributable Earnings(1) of $10.0 million or $0.49 per basic weighted average common share Paid dividend of $0.48 per common share for first quarter 2024 WEST PALM BEACH, FL, May 9, 2024 (GLOBE NEWSWIRE) – AFC Gamma, Inc. (NAS |
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| May 9, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): May 9, 2024 AFC GAMMA, INC. (Exact name of Registrant as Specified in Its Charter) Maryland 001-39995 85-1807125 (State or Other Jurisdiction of Incorporation) (Commission File Number |
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| April 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| April 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| March 29, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): March 26, 2024 AFC GAMMA, INC. (Exact name of Registrant as Specified in Its Charter) Maryland 001-39995 85-1807125 (State or Other Jurisdiction of Incorporation) (Commission File Num |
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| March 29, 2024 |
Exhibit 10.7A * CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. AMENDMENT NUMBER ONE TO LOAN AND SECURITY AGREEMENT This Amendment Number One to Loan and Security Agreement (this “Amendment”) is entered into as of Mar |
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| March 7, 2024 |
List of Subsidiaries of the Registrant List of Subsidiaries of the Registrant AFCG TRS1, LLC SUNRISE REALTY TRUST, INC. (formerly known as CRE SOUTH LLC) |
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| March 7, 2024 |
Execution Version EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of January 3, 2023, by and between AFC Management, LLC, a Delaware limited liability company (“AFC Management” or the “Company”), and Brandon Hetzel (the “Executive”). |
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| March 7, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): March 7, 2024 AFC GAMMA, INC. (Exact name of Registrant as Specified in Its Charter) Maryland 001-39995 85-1807125 (State or Other Jurisdiction of Incorporation) (Commission File Numb |
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| March 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39995 AFC GAMMA, |
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| March 7, 2024 |
AFC Gamma, Inc. Announces Financial Results for Fourth Quarter and Full Year 2023 Fourth quarter 2023 GAAP net loss of $(9.2) million or $(0.45) per basic weighted average common share and Distributable Earnings(1) of $10.0 million or $0.49 per basic weighted average common share Full year 2023 GAAP net income of $21.0 million or $1.02 per basic weighted average common share and Distributable Earn |
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| March 7, 2024 |
Policy Regarding the Recoupment of Certain Compensation Payments Effective as of November 30, 2023 Policy Regarding the Recoupment of Certain Compensation Payments Effective as of November 30, 2023 In the event AFC Gamma, Inc. |
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| February 22, 2024 |
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): February 22, 2024 AFC GAMMA, INC. (Exact name of Registrant as Specified in Its Charter) Maryland 001-39995 85-1807125 (State or Other Jurisdiction of Incorporation) (Commission File |
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| February 22, 2024 |
FIFTH AMENDMENT TO AMENDED AND RESTATED MANAGEMENT AGREEMENT FIFTH AMENDMENT TO AMENDED AND RESTATED MANAGEMENT AGREEMENT This Fifth Amendment to Amended and Restated Management Agreement (this “Amendment”) is entered into as of February 22, 2024, by and between AFC Gamma, Inc. |
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| February 22, 2024 |
AFC Gamma to Separate Commercial Real Estate Lending Business into Independent Public Company AFC Gamma to Separate Commercial Real Estate Lending Business into Independent Public Company •Post Separation, AFC Gamma to Remain Solely Focused on Lending in Cannabis Industry •Expects to Complete Separation Mid-2024 •Company to Host Conference Call at 5:00 p. |
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| November 8, 2023 |
AFC Gamma, Inc. Announces Financial Results for Third Quarter 2023 Third quarter GAAP net income of $8.0 million or $0.39 per basic weighted average common share and Distributable Earnings(1) of $9.9 million or $0.49 per basic weighted average common share Declared dividend of $0.48 per common share for third quarter 2023 WEST PALM BEACH, FL, November 8, 2023 (GLOBE NEWSWIRE) – AFC Gamma, Inc. (NA |
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| November 8, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): November 8, 2023 AFC GAMMA, INC. (Exact name of Registrant as Specified in Its Charter) Maryland 001-39995 85-1807125 (State or Other Jurisdiction of Incorporation) (Commission File N |
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| November 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Index UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39995 AFC GAMMA, IN |
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| October 30, 2023 |
Exhibit 10.1 Execution Version EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of October 30, 2023, by and between AFC Management, LLC, a Delaware limited liability company (“AFC Management” or the “Company”), and Daniel Neville (the “Executive”). In consideration of the mutual covenants and promises contained herein and other good and valuable conside |
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| October 30, 2023 |
Exhibit 99.1 AFC Gamma, Inc. Announces Appointment of Daniel Neville as New Chief Executive Officer Brings Extensive Operational Experience and Deep Cannabis Knowledge Leonard Tannenbaum to Transition to Role of Chief Investment Officer WEST PALM BEACH, FL, October 30, 2023 – AFC Gamma, Inc. (NASDAQ: AFCG) (“AFC Gamma”), a commercial real estate finance company, today announced the appointment of |
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| October 30, 2023 |
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): October 26, 2023 AFC GAMMA, INC. (Exact name of Registrant as Specified in Its Charter) Maryland 001-39995 85-1807125 (State or Other Jurisdiction of Incorporation) (Commission File N |
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| September 12, 2023 |
Exhibit 10.1d FOURTH AMENDMENT TO AMENDED AND RESTATED MANAGEMENT AGREEMENT This Fourth Amendment to Amended and Restated Management Agreement (this “Amendment”) is entered into effective as of September 11, 2023 (the “Effective Date”) by and between AFC Gamma, Inc., a Maryland corporation (together with its subsidiaries, the “Company”), and AFC Management, LLC, a Delaware limited liability compan |
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| September 12, 2023 |
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): September 11, 2023 AFC GAMMA, INC. (Exact name of Registrant as Specified in Its Charter) Maryland 001-39995 85-1807125 (State or Other Jurisdiction of Incorporation) (Commission File |
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| August 8, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): August 8, 2023 AFC GAMMA, INC. (Exact name of Registrant as Specified in Its Charter) Maryland 001-39995 85-1807125 (State or Other Jurisdiction of Incorporation) (Commission File Num |
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| August 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Index UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39995 AFC GAMMA, INC. (E |
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| August 8, 2023 |
AFC Gamma, Inc. Announces Financial Results for Second Quarter 2023 Second quarter GAAP net income of $12.1 million or $0.59 per basic weighted average common share and Distributable Earnings(1) of $9.9 million or $0.49 per basic weighted average common share Declared dividend of $0.48 per common share for second quarter 2023 WEST PALM BEACH, FL, August 8, 2023 (GLOBE NEWSWIRE) – AFC Gamma, Inc. ( |
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| June 15, 2023 |
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): June 13, 2023 AFC GAMMA, INC. (Exact name of Registrant as Specified in Its Charter) Maryland 001-39995 85-1807125 (State or Other Jurisdiction of Incorporation) (Commission File Numb |
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| June 15, 2023 |
AFC GAMMA PROVIDES BUSINESS UPDATE Declares $0.48 Dividend for Quarter Ending June 30, 2023 Announces Share Repurchase Program Provides Portfolio Updates WEST PALM BEACH, FL, June 15, 2023 – AFC Gamma, Inc. (NASDAQ:AFCG) (“AFC Gamma” or the “Company”) today provided a business update for its operations through June 15, 2023, including declaring a dividend for the quarter ending June 30, 2023, anno |
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| June 14, 2023 |
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): June 13, 2023 AFC GAMMA, INC. (Exact name of Registrant as Specified in Its Charter) Maryland 001-39995 85-1807125 (State or Other Jurisdiction of Incorporation) (Commission File Numb |
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| June 14, 2023 |
AFC GAMMA APPOINTS JIM FAGAN AS NEW INDEPENDENT DIRECTOR TO BOARD OF DIRECTORS AFC GAMMA APPOINTS JIM FAGAN AS NEW INDEPENDENT DIRECTOR TO BOARD OF DIRECTORS WEST PALM BEACH, FL – June 14, 2023 – AFC Gamma, Inc. |
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| May 19, 2023 |
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): May 18, 2023 AFC GAMMA, INC. (Exact name of Registrant as Specified in Its Charter) Maryland 001-39995 85-1807125 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| May 10, 2023 |
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): May 10, 2023 AFC GAMMA, INC. (Exact name of Registrant as Specified in Its Charter) Maryland 001-39995 85-1807125 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| May 10, 2023 |
AFC Gamma, Inc. Announces Financial Results for First Quarter 2023 First quarter GAAP net income of $10.0 million or $0.49 per basic weighted average common share and Distributable Earnings(1) of $11.6 million or $0.57 per basic weighted average common share Declared dividend of $0.56 per common share for first quarter 2023 WEST PALM BEACH, FL, May 10, 2023 (GLOBE NEWSWIRE) – AFC Gamma, Inc. (NASD |
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| May 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Index UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39995 AFC GAMMA, INC. ( |
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| April 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| April 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| March 20, 2023 |
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): March 17, 2023 AFC GAMMA, INC. (Exact name of Registrant as Specified in Its Charter) Maryland 001-39995 85-1807125 (State or Other Jurisdiction of Incorporation) (Commission File Num |
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| March 20, 2023 |
AFC Gamma, Inc. Announces CFO Transition Exhibit 99.1 AFC Gamma, Inc. Announces CFO Transition WEST PALM BEACH, FL, March 20, 2023 – AFC Gamma, Inc. (NASDAQ:AFCG) ( “AFC Gamma” or the “Company”) today announced that Brandon Hetzel, AFC Gamma’s current Executive Vice President, Controller, has been appointed to serve as the Company’s Chief Financial Officer and Treasurer. Mr. Hetzel’s appointment was approved by the Company’s Board of Dir |
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| March 8, 2023 |
EXHIBIT 107 CALCULATION OF FILING FEE TABLE FORM S-8 AFC Gamma, Inc. (Exact name of registrant as specified in its charter) Table 1. Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price(2) Fee Rate Amount of Registration Fee Equity Common Stock, par value of $0.01 per sh |
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| March 8, 2023 |
As filed with the Securities and Exchange Commission on March 8, 2023 As filed with the Securities and Exchange Commission on March 8, 2023 Registration No. |
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| March 7, 2023 |
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): March 7, 2023 AFC GAMMA, INC. (Exact name of Registrant as Specified in Its Charter) Maryland 001-39995 85-1807125 (State or Other Jurisdiction of Incorporation) (Commission File Numb |
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| March 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39995 AFC GAMMA, |
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| March 7, 2023 |
THIRD AMENDMENT TO AMENDED AND RESTATED MANAGEMENT AGREEMENT THIRD AMENDMENT TO AMENDED AND RESTATED MANAGEMENT AGREEMENT This Third Amendment to Amended and Restated Management Agreement (this “Amendment”) is entered into effective as of March 6, 2023 (the “Effective Date”) by and between AFC Gamma, Inc. |
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| March 7, 2023 |
AFC Gamma, Inc. Announces Financial Results for Fourth Quarter and Full Year 2022 Fourth quarter GAAP net income of $2.9 million or $0.14 per basic weighted average common share and Distributable Earnings(1) of $12.6 million or $0.62 per basic weighted average common share Full year GAAP net income of $35.9 million or $1.80 per basic weighted average common share and Distributable Earnings of $49. |
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| November 15, 2022 |
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): November 11, 2022 AFC GAMMA, INC. (Exact name of Registrant as Specified in Its Charter) Maryland 001-39995 85-1807125 (State or Other Jurisdiction of Incorporation) (Commission File |
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| November 8, 2022 |
AFC Gamma, Inc. Announces Financial Results for Third Quarter 2022 EX-99.1 2 afcg-20221108xex991afcgear.htm EX-99.1 AFC Gamma, Inc. Announces Financial Results for Third Quarter 2022 WEST PALM BEACH, FL, November 8, 2022 (GLOBE NEWSWIRE) – AFC Gamma, Inc. (NASDAQ:AFCG) (“AFCG” or “AFC Gamma”) today announced its results for the third quarter of 2022. Third Quarter 2022 Highlights •Net income of $11.5 million in Q3 2022, or $0.57 per basic weighted average share o |
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| November 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Index UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39995 AFC GAMMA, IN |
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| November 8, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): November 8, 2022 AFC GAMMA, INC. (Exact name of Registrant as Specified in Its Charter) Maryland 001-39995 85-1807125 (State or Other Jurisdiction of Incorporation) (Commission File N |
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| November 8, 2022 |
SECOND AMENDMENT TO AMENDED AND RESTATED MANAGEMENT AGREEMENT SECOND AMENDMENT TO AMENDED AND RESTATED MANAGEMENT AGREEMENT This Second Amendment to Amended and Restated Management Agreement (this ?Amendment?) is entered into effective as of November 7, 2022 (the ?Effective Date?) by and between AFC Gamma, Inc. |
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| September 12, 2022 |
AGREEMENT AS TO JOINT FILING OF SCHEDULE 13G EXHIBIT 1 AGREEMENT AS TO JOINT FILING OF SCHEDULE 13G Each of the undersigned hereby affirms that it is individually eligible to use Schedule 13G, and agrees that this Schedule 13G is filed on its behalf. |
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| September 12, 2022 |
AFCG / AFC Gamma Inc / CITIGROUP INC - SC 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (AMENDMENT NO. 1)* AFC Gamma, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 00109K-10-5 (CUSIP Number) August 31, 2022 (Date of Event Which Requires Fili |
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| August 9, 2022 |
AFC Gamma, Inc. Announces Financial Results for Second Quarter 2022 AFC Gamma, Inc. Announces Financial Results for Second Quarter 2022 WEST PALM BEACH, FL, August 9, 2022 (GLOBE NEWSWIRE) ? AFC Gamma, Inc. (NASDAQ:AFCG) (?AFCG? or ?AFC Gamma?) today announced its results for the second quarter of 2022. Second Quarter 2022 Highlights ?Net income of $11.4 million in Q2 2022, or $0.58 per basic weighted average share of common stock ?Distributable earnings1 of $13.6 |
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| August 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Index UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39995 AFC GAMMA, INC. (E |
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| August 9, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): August 9, 2022 AFC GAMMA, INC. (Exact name of Registrant as Specified in Its Charter) Maryland 001-39995 85-1807125 (State or Other Jurisdiction of Incorporation) (Commission File Num |
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| July 28, 2022 |
525 Okeechobee Blvd., Suite 1650, West Palm Beach, Florida 33401 CORRESP 1 filename1.htm 525 Okeechobee Blvd., Suite 1650, West Palm Beach, Florida 33401 July 28, 2022 Ms. Babette Cooper Ms. Jennifer Monick Division of Corporation Finance Office of Real Estate & Construction Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: AFC Gamma, Inc. Form 10-K for the fiscal year ended December 31, 2021 Filed March 10, 2022 File No. 001-3999 |
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| May 20, 2022 |
Submission of Matters to a Vote of Security Holders 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): May 19, 2022 AFC GAMMA, INC. (Exact name of Registrant as Specified in Its Charter) Maryland 001-39995 85-1807125 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| May 10, 2022 |
TABLE OF CONTENTS Filed pursuant to Rule 424(b)(5) Registration No.: 333-264144 PROSPECTUS $75,000,000 ? AFC Gamma, Inc. Common Stock We have entered into an Open Market Sale AgreementSM (the ?Sales Agreement?) with Jefferies LLC (?Jefferies?) and JMP Securities LLC (?JMP Securities? and, together with Jefferies, the ?Agents?), dated April 5, 2022, relating to the sale of shares of our common stoc |
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| May 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39995 AFC GAMMA, INC. (Exact |
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| May 10, 2022 |
AFC Gamma, Inc. Announces Financial Results for First Quarter 2022 Exhibit 99.1 AFC Gamma, Inc. Announces Financial Results for First Quarter 2022 WEST PALM BEACH, FL, May 10, 2022 (GLOBE NEWSWIRE) ? AFC Gamma, Inc. (NASDAQ:AFCG) (?AFCG? or ?AFC Gamma?) today announced its results for the first quarter of 2022. First Quarter 2022 Highlights ? Net income of $10.2 million in Q1 2022, or $0.53 per basic weighted average share of common stock ? Distributable earnings |
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| May 10, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): May 10, 2022 AFC GAMMA, INC. (Exact name of Registrant as Specified in Its Charter) Maryland 001-39995 85-1807125 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| May 2, 2022 |
Exhibit 10.7* EXECUTION VERSION LOAN AND SECURITY AGREEMENT by and among EAST WEST BANK, as Agent, EAST WEST BANK, as Lead Arranger and Book Runner, THE LENDERS THAT ARE PARTIES HERETO as the Lenders, AFC GAMMA, INC. as Borrower Dated as of April 29, 2022 * CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO T |
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| May 2, 2022 |
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 29, 2022 AFC GAMMA, INC. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-39995 85-1807125 (State or Other Jurisdiction of Incorporation) (Commission File Num |
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| April 18, 2022 |
AFC GAMMA, INC. 525 Okeechobee Blvd., Suite 1770 West Palm Beach, FL 33401 CORRESP 1 filename1.htm AFC GAMMA, INC. 525 Okeechobee Blvd., Suite 1770 West Palm Beach, FL 33401 April 18, 2022 Via EDGAR Transmission U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: AFC Gamma, Inc. Registration Statement on Form S-3 (Registration No. 333-264144) Ladies and Gentlemen: In accordance with Rule 461 of Regulation |
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| April 5, 2022 |
Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) April 5, 2022 TMI TRUST COMPANY (Exact name of trustee as specified in its charter) Corporation duly orga |
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| April 5, 2022 |
Exhibit 5.3 O’Melveny & Myers LLP Times Square Tower 7 Times Square New York, NY 10036 T: +1 212 326 2000 F: +1 212-326-2061 omm.com April 5, 2022 AFC Gamma, Inc. 525 Okeechobee Blvd., Suite 1770 West Palm Beach, Florida 33401 Re: Registration Statement on Form S-3 Ladies and Gentlemen: We have acted as counsel to AFC Gamma, Inc., a Maryland corporation (the “Company”), in connection with the prep |
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| April 5, 2022 |
AFC GAMMA, INC., TMI TRUST COMPANY, Dated as of , 20 Debt Securities TABLE OF CONTENTS Exhibit 4.4 AFC GAMMA, INC., Issuer AND TMI TRUST COMPANY, Trustee INDENTURE Dated as of , 20 Debt Securities TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section 2.01 Designation and Terms of Securities 5 Section 2.02 Form of Securities and Trustee?s Certificate 8 Sectio |
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| April 5, 2022 |
EX-1.2 2 ny20003711x1ex1-2.htm EXHIBIT 1.2 Exhibit 1.2 OPEN MARKET SALE AGREEMENTSM April 5, 2022 JEFFERIES LLC 520 Madison Avenue New York, New York 10022 JMP SECURITIES LLC 600 Montgomery Street, Suite 1100 San Francisco, California 94111 Ladies and Gentlemen: Each of AFC Gamma, Inc., a Maryland corporation (the “Company”), and AFC Management, LLC, a Delaware limited liability company (the “Mana |
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| April 5, 2022 |
Calculation of Filing Fee Tables Exhibit 107 Calculation of Filing Fee Tables Registration Statement on Form S-3 (Form Type) AFC GAMMA, INC. |
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| April 5, 2022 |
As filed with the Securities and Exchange Commission on April 5, 2022 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on April 5, 2022 Registration No. |
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| April 4, 2022 |
DEFA14A 1 ny20003036x2defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by |
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| April 4, 2022 |
DEF 14A 1 ny20003036x1def14a.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by R |
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| March 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39995 AFC GAMMA, INC. (Exact name |
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| March 10, 2022 |
AFC GAMMA, INC. ARTICLES OF AMENDMENT Exhibit 3.1A AFC GAMMA, INC. ARTICLES OF AMENDMENT AFC Gamma, Inc., a Maryland corporation (the ?Corporation?), hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: The charter of the Corporation (the ?Charter?) is hereby amended by deleting therefrom in its entirety the first two sentences of Section 6.1 of Article VI and inserting in lieu thereof two new |
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| March 10, 2022 |
FIRST AMENDMENT TO AMENDED AND RESTATED MANAGEMENT AGREEMENT Exhibit 10.1A FIRST AMENDMENT TO AMENDED AND RESTATED MANAGEMENT AGREEMENT This First Amendment to Amended and Restated Management Agreement (this ?Amendment?) is entered into effective as of March 10, 2022 (the ?Effective Date?) by and between AFC Gamma, Inc., a Maryland corporation (together with its subsidiaries, the ?Company?) and AFC Management, LLC, a Delaware limited liability company (the |
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| March 10, 2022 |
Exhibit 99.1 AFC Gamma, Inc. Announces Financial Results for Fourth Quarter and Full Year 2021 Increased dividend to $0.55 per share of common stock for Q1 2022, up 10% from prior quarter Increased total commitments to $419.2 million as of December 31, 2021, up 288% from end of 2020 Company to host a conference call at 10:00 am (Eastern Time) on Thursday, March 10, 2022 WEST PALM BEACH, FL, March |
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| March 10, 2022 |
Exhibit 4.1 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following is a summary of the general terms of the capital stock of AFC Gamma, Inc., a Maryland corporation (?we,? ?our,? ?us? and ?the Company?). This description does not purport to be complete and is subject to, and qualified in its entirety by, reference to the Ma |
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| March 10, 2022 |
List of Subsidiaries of the Registrant Exhibit 21.1 List of Subsidiaries of the Registrant AFCG TRS1, LLC |
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| March 10, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): March 10, 2022 AFC GAMMA, INC. (Exact name of Registrant as Specified in Its Charter) Maryland 001-39995 85-1807125 (State or Other Jurisdiction of Incorporation) (Commission File Num |
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| February 8, 2022 |
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): February 8, 2022 AFC GAMMA, INC. (Exact name of Registrant as Specified in Its Charter) Maryland 001-39995 85-1807125 (State or Other Jurisdiction of Incorporation) (Commission File N |
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| February 4, 2022 |
AGREEMENT AS TO JOINT FILING OF SCHEDULE 13G EXHIBIT 1 AGREEMENT AS TO JOINT FILING OF SCHEDULE 13G Each of the undersigned hereby affirms that it is individually eligible to use Schedule 13G, and agrees that this Schedule 13G is filed on its behalf. |
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| February 4, 2022 |
AFCG / AFC Gamma Inc / CITIGROUP INC - SC 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (AMENDMENT NO. )* AFC Gamma, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 00109K-10-5 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Fil |
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| February 3, 2022 |
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): January 31, 2022 AFC Gamma, Inc. (Exact name of Registrant as Specified in Its Charter) Maryland 001-39995 85-1807125 (State or Other Jurisdiction of Incorporation) (Commission File N |
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| January 19, 2022 |
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): January 19, 2022 AFC GAMMA, INC. (Exact name of Registrant as Specified in Its Charter) Maryland 001-39995 85-1807125 (State or Other Jurisdiction of Incorporation) (Commission File N |
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| January 10, 2022 |
As filed with the Securities and Exchange Commission on January 10, 2022 S-8 1 ny20001242x14s8.htm S-8 As filed with the Securities and Exchange Commission on January 10, 2022 Registration No. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AFC Gamma, Inc. (Exact name of registrant as specified in its charter) Maryland 85-1807125 (State or other jurisdiction of (I.R.S. Employer inc |
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| January 10, 2022 |
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): January 10, 2022 AFC GAMMA, INC. (Exact name of Registrant as Specified in Its Charter) Maryland 001-39995 85-1807125 (State or Other Jurisdiction of Incorporation) (Commission File N |
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| January 10, 2022 |
As filed with the Securities and Exchange Commission on January 10, 2022 As filed with the Securities and Exchange Commission on January 10, 2022 Registration No. |
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| January 7, 2022 |
TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(4) Registration No. 333-261977 PROSPECTUS 3,000,000 Shares ? AFC Gamma, Inc. Common Stock AFC Gamma, Inc. is offering 3,000,000 shares of its common stock, or approximately 15.4% of our common stock upon completion of this offering (or 17.3% if the underwriters exercise their option to purchase additional shares in full). Our common stock is listed o |
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| January 5, 2022 |
AFC GAMMA, INC. 525 Okeechobee Blvd., Suite 1770 West Palm Beach, FL 33401 CORRESP 1 filename1.htm AFC GAMMA, INC. 525 Okeechobee Blvd., Suite 1770 West Palm Beach, FL 33401 January 5, 2022 Via EDGAR Transmission U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: AFC Gamma, Inc. Registration Statement on Form S-11 (Registration No. 333-261977) Ladies and Gentlemen: In accordance with Rule 461 of Regulatio |
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| January 5, 2022 |
CORRESP 1 filename1.htm Jefferies LLC 520 Madison Avenue New York, New York 10022 Cowen and Company, LLC 599 Lexington Avenue New York, New York 10022 January 5, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: AFC Gamma, Inc. Registration Statement on Form S-11 (File No. 333-261977) Request for Acceleration of Eff |
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| January 3, 2022 |
Exhibit 99.2 TABLE OF CONTENTS Unaudited Condensed Interim Consolidated Financial Statements of Public Company H (Parent Company of Subsidiary of Public Company H) ? For the Quarter Ended September 30, 2021 Acreage Holdings, Inc. Index ? ? Page Condensed Interim Consolidated Financial Statements ? ? Condensed Consolidated Statements of Financial Position ? ? 2 Unaudited Condensed Consolidated Stat |
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| January 3, 2022 |
Exhibit 99.1 TABLE OF CONTENTS Audited Consolidated Financial Statements of Public Company H (Parent Company of Subsidiary of Public Company H) and Independent Auditor's Report As of and for the years ended December 31, 2020 and 2019 ? Acreage Holdings, Inc. Index ? ? Page Report of Independent Registered Public Accounting Firm ? ? 2 Audited Consolidated Financial Statements ? ? Consolidated State |
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| January 3, 2022 |
3,000,000 AFC Gamma, Inc. UNDERWRITING AGREEMENT EX-1.1 2 ny20001242x5ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 3,000,000 AFC Gamma, Inc. UNDERWRITING AGREEMENT [●], 2022 JEFFERIES LLC COWEN AND COMPANY, LLC As Representatives of the several Underwriters c/o JEFFERIES LLC 520 Madison Avenue New York, New York 10022 c/o COWEN AND COMPANY, LLC 599 Lexington Avenue New York, New York 10022 Ladies and Gentlemen: Introductory. AFC Gamma, Inc., a Maryland cor |
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| January 3, 2022 |
As filed with the Securities and Exchange Commission on January 3, 2022 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on January 3, 2022 Registration No. |
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| January 3, 2022 |
Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 16, 2021 AFC GAMMA, INC. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-39995 85-1807125 (State or Other Jurisdiction of Incorporatio |
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| December 22, 2021 |
Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets 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): December 16, 2021 AFC GAMMA, INC. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-39995 85-1807125 (State or Other Jurisdiction of Incorporation) (Commission File |
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| December 15, 2021 | ||
| December 15, 2021 |
Correspondence Relating to Comment Letter O’Melveny & Myers LLP 7 Times Square Tower New York, NY 10036 T: +1 212 326 2000 F: +1 212 326 2061 omm. |
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| November 22, 2021 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 20, 2021 AFC GAMMA, INC. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-39995 85-1807125 (State or Other Jurisdiction of Incorporation |
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| November 22, 2021 |
Exhibit-99.1 Page(s) INDPENDENT AUDITOR?S REPORT 1 - 2 CONSOLIDATED FINANCIAL STATEMENTS: Consolidated Statements of Financial Position 3 Consolidated Statements of Operations 4 Consolidated Statements of Changes in Members? Equity 5 Consolidated Statements of Cash Flows 6 - 7 Notes to the Consolidated Financial Statements 8- 47 Independent Auditor?s Report To the Members of Verano Holdings, LLC a |
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| November 22, 2021 |
See accompanying notes to unaudited condensed interim consolidated financial statements. Exhibit 99.2 Page(s) CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS: Condensed Interim Consolidated Statements of Financial Position (Unaudited) 1 Condensed Interim Consolidated Statements of Operations (Unaudited) 2 Condensed Interim Consolidated Statements of Changes in Shareholders? Equity (Unaudited) 3 Condensed Interim Consolidated Statements of Cash Flows (Unaudited) 4 - 5 Notes to the |
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| November 12, 2021 |
DRS 1 filename1.htm As confidentially submitted with the Securities and Exchange Commission on November 12, 2021 This draft registration statement has not been filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-11 FOR REGISTRATION UNDER THE S |
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| November 12, 2021 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) 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 7, 2021 AFC GAMMA, INC. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-39995 85-1807125 (State or Other Jurisdiction of Incorporatio |
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| November 12, 2021 |
Exhibit 99.2 Devi Holdings, Inc. Condensed Consolidated Interim Statement of Operations (Unaudited) For the six months ended June 30, 2021 (Expressed in U.S. Dollars) DEVI HOLDINGS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED INTERIM STATEMENT OF OPERATIONS (UNAUDITED) Condensed Consolidated Interim Statement of Operations for six months ended June 30, 2021 1 Notes to Condensed Consolidated Inter |
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| November 12, 2021 |
Exhibit 99.1 JG HoldCo LLC and Related EntitiesConsolidated and Combined Financial Statements (With Supplementary Information)and Independent Auditor's ReportDecember 31, 2020 Consolidated and Combined Financial Statements (With Supplementary Information) of Subsidiary of Private Company G and Independent Auditor's Report As of and for the year ended December 31, 2020 JG HoldCo LLC and Related Ent |
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| November 12, 2021 |
Exhibit 99.1 Devi Holdings, Inc and Subsidiaries Consolidated Financial Statements and Independent Auditor?s Report Years ended December 31, 2020 and 2019 (Expressed in U.S. Dollars) Amounts presented in 000s of United States dollars, unless otherwise noted DEVI HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS FOR THE FISCAL YEARS ENDED DECEMBER 31, 2020 AND 2019 Report of Indepen |
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| November 12, 2021 |
Exhibit 99.2 JG HoldCo LLC and Related EntitiesConsolidated and Combined Financial Statements (With Supplementary Information)and Independent Accountant's Review ReportFor the Period from January 1, 2021 through June 30, 2021 Consolidated and Combined Financial Statements (With Supplementary Information) of Subsidiary of Private Company G and Independent Accountant?s Review Report For the Period f |
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| November 12, 2021 |
Financial Statements and Exhibits falseAFC Gamma, Inc.021-374262000182252300018225232021-09-302021-09-30 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) 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 30, 2021 AFC GAMMA, INC. (Exact Name of Registrant as Specified in Its Charter) Ma |
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| November 4, 2021 |
Exhibit 99.1 AFC Gamma, Inc. Announces Financial Results for Quarter Ended September 30, 2021 Company to host a conference call at 8:30 am (Eastern Time) on Thursday, November 4, 2021 WEST PALM BEACH, FL, November 4, 2021 (GLOBE NEWSWIRE) - AFC Gamma Inc. (NASDAQ:AFCG) (?AFCG? or ?AFC Gamma?) today announced its results for the quarter ended September 30, 2021. Financial Highlights ? Net income of |
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| November 4, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39995 AFC GAMMA, INC. (Ex |
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| November 4, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): November 4, 2021 AFC GAMMA, INC. (Exact name of Registrant as Specified in Its Charter) Maryland 001-39995 85-1807125 (State or Other Jurisdiction of Incorporation) (Commission File N |
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| November 3, 2021 |
Exhibit 4.1 AFC GAMMA, INC., AS ISSUER TMI TRUST COMPANY, AS TRUSTEE INDENTURE Dated as of November 3, 2021 5.750% SENIOR NOTES DUE 2027 Table of Contents Section Page Article 1 DEFINITIONS 1 Section 1.01 Definitions 1 Article 2 ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES 10 Section 2.01 Designation Amount and Issue of Notes 10 Section 2.02 Form of Notes 11 Section 2.03 Date |
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| November 3, 2021 |
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): November 3, 2021 AFC GAMMA, INC. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-39995 85-1807125 (State or Other Jurisdiction of Incorporation) (Commission File N |
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| November 3, 2021 |
SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT Exhibit 10.1 SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT This Second Amendment to Revolving Credit Agreement (the ?Amendment?) is dated as of November 3, 2021, by and among AFC Gamma, Inc., a Maryland corporation (the ?Borrower?), the Lenders identified on the signature page hereof (such Lenders, together with their respective successors and assigns, are referred to hereinafter each individuall |
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| October 28, 2021 |
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): October 28, 2021 AFC GAMMA, INC. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-39995 85-1807125 (State or Other Jurisdiction of Incorporation) (Commission File N |
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| October 26, 2021 |
Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets 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): October 20, 2021 AFC GAMMA, INC. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-39995 85-1807125 (State or Other Jurisdiction of Incorporation) (Commission File N |
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| October 6, 2021 |
AFC GAMMA ANNOUNCES LAUNCH OF $100 MILLION OFFERING OF SENIOR NOTES DUE 2027 Exhibit 99.1 AFC GAMMA ANNOUNCES LAUNCH OF $100 MILLION OFFERING OF SENIOR NOTES DUE 2027 WEST PALM BEACH, FL, October 6, 2021 ? AFC Gamma, Inc. (?AFC Gamma?) (Nasdaq: AFCG) today announced that it intends to offer, subject to market and other conditions, $100 million aggregate principal amount of senior unsecured notes due 2027 (the ?Notes?) in a private offering (the ?Offering?) to qualified ins |
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| October 6, 2021 |
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): October 6, 2021 AFC GAMMA, INC. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-39995 85-1807125 (State or Other Jurisdictionof Incorporation) (CommissionFile Numb |
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| October 6, 2021 |
Certain Financial and Other Data and Risk Factors Exhibit 99.2 Certain Financial and Other Data and Risk Factors Unless the context otherwise requires, the terms ?Company,? ?AFCG,? ?we,? ?us? or ?our? refer to AFC Gamma, Inc. SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS All statements in this document other than statements of current or historical facts are ?forward-looking statements? within the meaning of the Private Securities Litigation |
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| October 4, 2021 |
Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets 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): September 30, 2021 AFC GAMMA, INC. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-39995 85-1807125 (State or Other Jurisdiction of Incorporation) (Commission File |
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| October 1, 2021 |
Submission of Matters to a Vote of Security Holders 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): September 30, 2021 AFC GAMMA, INC. (Exact name of Registrant as Specified in Its Charter) Maryland 001-39995 85-1807125 (State or Other Jurisdiction of Incorporation) (Commission File |
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| September 13, 2021 |
Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets 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): September 7, 2021 AFC GAMMA, INC. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-39995 85-1807125 (State or Other Jurisdiction of Incorporation) (Commission File |
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| August 17, 2021 |
IMPORTANT NOTICE REGARDING INTERNET AVAILABILITY OF PROXY MATERIALS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy State |
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| August 17, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6 |
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| August 5, 2021 |
Exhibit 99.2 AFC Gamma, Inc. Q2 2021 Earnings PresentationAugust 5, 2021 Forward Looking Statements Some of the statements contained in this presentation constitute forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?), and we intend such statements to be covered |
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| August 5, 2021 |
Exhibit 10.1 Execution Version EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this ?Agreement?) is made and entered into as of August 2, 2021, by and between AFC Management, LLC, a Delaware limited liability company (?AFC Management? or the ?Company?), and Brett Kaufman (the ?Executive?). In consideration of the mutual covenants and promises contained herein and other good and valuable considerat |
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| August 5, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39995 AFC GAMMA, INC. (Exact n |
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| August 5, 2021 |
Regulation FD Disclosure, Results of Operations and Financial Condition 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): August 5, 2021 AFC GAMMA, INC. (Exact name of Registrant as Specified in Its Charter) Maryland 001-39995 85-1807125 (State or Other Jurisdiction of Incorporation) (Commission File Num |
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| August 5, 2021 |
EX-99.1 2 brhc10027588ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 AFC Gamma, Inc. Announces Financial Results for Quarter Ended June 30, 2021 Company to host conference call at 10:00 am (Eastern Time) on Thursday, August 5, 2021 WEST PALM BEACH, FL, August 5, 2021 – AFC Gamma Inc. (NASDAQ:AFCG) (“AFCG” or the “Company”) today announced its financial results for the fiscal quarter ended June 30, 2021. Sec |
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| August 5, 2021 |
Exhibit 99.1 AFC GAMMA, INC. ANNOUNCES APPOINTMENT OF BRETT KAUFMAN AS NEW CHIEF FINANCIAL OFFICER Brings Extensive Leadership Experience and Deep Financial Acumen Thomas Geoffroy to Transition to Role of Chief Financial Officer of AFC Gamma?s External Manager, AFC Management, LLC WEST PALM BEACH, FL, August 5, 2021 ? AFC Gamma, Inc. (?AFC Gamma?) (Nasdaq: AFCG), a commercial real estate finance c |
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| August 5, 2021 |
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): August 2, 2021 AFC GAMMA, INC. (Exact name of Registrant as Specified in Its Charter) Maryland 001-39995 85-1807125 (State or Other Jurisdiction of Incorporation) (Commission File Num |
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| July 6, 2021 |
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): July 6, 2021 AFC GAMMA, INC. (Exact name of Registrant as Specified in Its Charter) Maryland 001-39995 85-1807125 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| June 28, 2021 |
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): June 28, 2021 AFC GAMMA, INC. (Exact name of Registrant as Specified in Its Charter) Maryland 001-39995 85-1807125 (State or Other Jurisdiction of Incorporation) (Commission File Numb |
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| June 24, 2021 |
TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(4) Registration No. 333-257248 PROSPECTUS 2,750,000 Shares AFC Gamma, Inc. is offering 2,750,000 shares of its common stock, or approximately 17.1% of our common stock upon completion of this offering (or 19.1% if the underwriters exercise their option to purchase additional shares in full). Our common stock is listed on The Nasdaq Global Market unde |
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| June 21, 2021 |
As filed with the Securities and Exchange Commission on June 21, 2021 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on June 21, 2021 Registration No. |
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| June 21, 2021 |
Jefferies LLC 520 Madison Avenue New York, New York 10022 Cowen and Company, LLC 599 Lexington Avenue New York, New York 10022 JMP Securities LLC 600 Montgomery Street, 11th Floor San Francisco, California 94111 June 21, 2021 VIA EDGAR U. |
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| June 21, 2021 |
2,750,000 Shares AFC Gamma, Inc. UNDERWRITING AGREEMENT EX-1.1 2 nt10025514x3ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 2,750,000 Shares AFC Gamma, Inc. UNDERWRITING AGREEMENT June [●], 2021 JEFFERIES LLC COWEN AND COMPANY, LLC JMP SECURITIES LLC As Representatives of the several Underwriters c/o JEFFERIES LLC 520 Madison Avenue New York, New York 10022 c/o COWEN AND COMPANY, LLC 599 Lexington Avenue New York, New York 10022 c/o JMP SECURITIES LLC 600 Montgomer |
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| June 21, 2021 |
AFC GAMMA, INC. 525 Okeechobee Blvd., Suite 1770 West Palm Beach, FL 33401 AFC GAMMA, INC. 525 Okeechobee Blvd., Suite 1770 West Palm Beach, FL 33401 June 21, 2021 Via EDGAR Transmission U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: AFC Gamma, Inc. Registration Statement on Form S-11 (Registration No. 333-257248) Ladies and Gentlemen: In accordance with Rule 461 of Regulation C of the General Rules a |
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| June 9, 2021 |
TABLE OF CONTENTS As confidentially submitted to the Securities and Exchange Commission on June 9, 2021 This draft registration statement has not been filed with the Securities and Exchange Commission and all information herein remains strictly confidential. |
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| May 11, 2021 |
AMENDMENT TO REVOLVING CREDIT AGREEMENT Exhibit 10.2 AMENDMENT TO REVOLVING CREDIT AGREEMENT This Amendment to Revolving Credit Agreement (the ?Amendment?) is dated as of May 7, 2021, by and among AFC Gamma, Inc., a Maryland corporation (the ?Borrower?), the Lenders identified on the signature page hereof (collectively, ?Lenders?), and AFC Finance, LLC, a Delaware limited liability company, as agent for the Lenders (in such capacity, ?A |
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| May 11, 2021 |
AFC Gamma, Inc. Announces Quarter Ended March 31, 2021 Financial Results Exhibit 99.1 AFC Gamma, Inc. Announces Quarter Ended March 31, 2021 Financial Results WEST PALM BEACH, FL, May 11, 2021 ? AFC Gamma Inc. (NASDAQ:AFCG) (?AFCG? or the "Company") today announced its financial results for the fiscal quarter ended March 31, 2021. First Fiscal Quarter 2021 Highlights and Recent Developments ? Net income in Q1 2021 of $1.4 million, or earnings of $0.20 per basic weighte |
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| May 11, 2021 |
Exhibit 99.2 AFC Gamma Q1 2021 Earnings PresentationMay 11, 2021 Forward Looking Statements Some of the statements contained in this presentation constitute forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?), and we intend such statements to be covered by the |
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| May 11, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39995 AFC GAMMA, INC. (Exact |
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| May 11, 2021 |
Regulation FD Disclosure, Results of Operations and Financial Condition 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): May 11, 2021 AFC GAMMA, INC. (Exact name of Registrant as Specified in Its Charter) Maryland 001-39995 85-1807125 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| April 2, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. )* AFC Gamma, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 00109K105 (CUSIP Number) Jonathan Kalikow AFC Gamma, Inc. 525 Okeechobee Bl |
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| April 2, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. )* AFC Gamma, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 00109K105 (CUSIP Number) Leonard M. Tannenbaum AFC Gamma, Inc. 525 Okeechob |
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| April 2, 2021 |
EX-99.1 2 brhc10022714ex1.htm EXHIBIT 1 EXHIBIT 1 JOINT FILING AGREEMENT THIS JOINT FILING AGREEMENT is entered into as of April 2, 2021, by and among the parties signatories hereto. The undersigned hereby agree that the Statement on Schedule 13D with respect to the shares of Common Stock of AFC Gamma, Inc. is, and any amendment thereafter signed by each of the undersigned shall be, filed on behal |
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| March 26, 2021 |
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): March 26, 2021 AFC GAMMA, INC. (Exact name of Registrant as Specified in Its Charter) Maryland 001-39995 85-1807125 (State or Other Jurisdiction of Incorporation) (Commission File Num |
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| March 23, 2021 |
8-K 1 nt10017017x238k.htm FORM 8-K 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): March 19, 2021 AFC GAMMA, INC. (Exact name of Registrant as Specified in Its Charter) Maryland 001-39995 85-1807125 (State or Other Jurisdiction of |
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| March 23, 2021 |
AMENDED AND RESTATED MANAGEMENT AGREEMENT AFC GAMMA, INC. AFC MANAGEMENT, LLC EX-10.1 2 nt10017017x23ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 AMENDED AND RESTATED MANAGEMENT AGREEMENT BETWEEN AFC GAMMA, INC. AND AFC MANAGEMENT, LLC This Amended and Restated Management Agreement (this “Agreement”) is made as of January 14, 2021, by and between AFC Gamma, Inc., a Maryland corporation (together with its subsidiaries, the “Company”), and AFC Management, LLC, a Delaware limited liab |
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| March 19, 2021 |
TABLE OF CONTENTS ? Filed Pursuant to Rule 424(b)(4) Registration No. 333-251762 PROSPECTUS 6,250,000 Shares ? AFC Gamma, Inc. Common Stock AFC Gamma, Inc. is offering 6,250,000 shares of its common stock, or approximately 50.28% of our common stock upon completion of this offering (or 53.77% if the underwriters exercise their option to purchase additional shares in full). This is our initial publ |
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| March 19, 2021 |
Power of Attorney (included in this Registration Statement under “Power of Attorney”). As filed with the Securities and Exchange Commission on March 19, 2021 Registration No. |
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| March 17, 2021 |
March 17, 2021 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: AFC Gamma, Inc. Registration Statement on Form S-11 (Registration No. 333-251762) Ladies and Gentlemen: In connection with the above-referenced Registration Statement, as amended, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the ?Act?), we hereby join in the request of AFC Gamm |
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| March 17, 2021 |
AFC GAMMA, Inc. 525 Okeechobee Blvd., Suite 1770 West Palm Beach, FL 33401 AFC GAMMA, Inc. 525 Okeechobee Blvd., Suite 1770 West Palm Beach, FL 33401 March 17, 2021 Via EDGAR Transmission U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: AFC Gamma, Inc. Registration Statement on Form S-11 (Registration No. 333-251762) Ladies and Gentlemen: In accordance with Rule 461 of Regulation C of the General Rules |
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| March 16, 2021 |
O?Melveny & Myers LLP T: +1 212 326 2000 File Number: 7 Times Square Tower F: +1 212 326 2061 0008334-0004 New York, NY 10036 omm. |
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| March 16, 2021 |
TABLE OF CONTENTS As filed with the Securities and Exchange Commission on March 16, 2021 Registration No. |
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| February 24, 2021 |
Exhibit 10.7 CERTAIN IDENTIFIED INFORMATION MARKED BY [*] HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRATION IF PUBLICLY DISCLOSED February 14, 2021 Re: [*] $46,150,000 Credit Facility Reference is hereby made to the Letter Agreement, dated December 28, 2020 (the ?Credit Facility Letter?), between AFC Gamma, Inc. |
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| February 24, 2021 |
TABLE OF CONTENTS As filed with the Securities and Exchange Commission on February 23, 2021 Registration No. |
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| February 24, 2021 |
EX-10.8 4 nt10017017x16ex10-8.htm EXHIBIT 10.8 Exhibit 10.8 CERTAIN IDENTIFIED INFORMATION MARKED BY [*] HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED February 22, 2021 Re: [*] $46,150,000 Credit Facility Reference is hereby made to the Letter Agreement, dated December 28, 2020 (the “Cred |
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| February 23, 2021 |
Correspondence Relating to Amended Registration Statement O?Melveny & Myers LLP 7 Times Square Tower New York, NY 10036 T: +1 212 326 2000 F: +1 212 326 2061 omm. |
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| February 17, 2021 |
AFC GAMMA, Inc. 525 Okeechobee Blvd., Suite 1770 West Palm Beach, FL 33401 AFC GAMMA, Inc. 525 Okeechobee Blvd., Suite 1770 West Palm Beach, FL 33401 February 17, 2021 Via EDGAR Transmission U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: AFC Gamma, Inc. Withdrawal of Request for Acceleration of Registration Statement on Form S-11 (Registration No. 333-251762) Ladies and Gentlemen: AFC Gamma, Inc. (the |
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| February 16, 2021 |
TABLE OF CONTENTS As filed with the Securities and Exchange Commission on February 16, 2021 Registration No. |
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| February 11, 2021 |
Correspondence Relating to Amended Registration Statement O?Melveny & Myers LLP T: +1 212 326 2000 File Number: 7 Times Square Tower F: +1 212 326 2061 New York, NY 10036 omm. |
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| February 11, 2021 |
TABLE OF CONTENTS As filed with the Securities and Exchange Commission on February 11, 2021 Registration No. |
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| February 5, 2021 |
AFC GAMMA, Inc. 525 Okeechobee Blvd., Suite 1770 West Palm Beach, FL 33401 AFC GAMMA, Inc. 525 Okeechobee Blvd., Suite 1770 West Palm Beach, FL 33401 February 5, 2021 Via EDGAR Transmission U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: AFC Gamma, Inc. Registration Statement on Form S-11 (Registration No. 333-251762) Ladies and Gentlemen: In accordance with Rule 461 of Regulation C of the General Rule |
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| February 5, 2021 |
February 5, 2021 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: AFC Gamma, Inc. Registration Statement on Form S-11 (Registration No. 333-251762) Ladies and Gentlemen: In connection with the above-referenced Registration Statement, as amended, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the ?Act?), we hereby join in the request of AFC Ga |
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| February 3, 2021 |
TABLE OF CONTENTS As filed with the Securities and Exchange Commission on February 2, 2021 Registration No. |
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| February 3, 2021 |
8-A12B 1 nt10017017x78a12b.htm 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 AFC GAMMA, INC. (Exact name of registrant as specified in its charter) Maryland 85-1807125 (State of incorporation or organization) (I.R.S. Employer Identificat |
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| February 2, 2021 |
Correspondence Relating to Amended Registration Statement O?Melveny & Myers LLP 7 Times Square Tower New York, NY 10036 T: +1 212 326 2000 F: +1 212 326 2061 omm. |
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| January 22, 2021 |
AFC GAMMA, INC. AMENDED AND RESTATED BYLAWS ARTICLE I Exhibit 3.4 AFC GAMMA, INC. AMENDED AND RESTATED BYLAWS ARTICLE I OFFICES Section 1. PRINCIPAL OFFICE. The principal office of AFC Gamma, Inc. (the “Corporation”) in the State of Maryland shall be located at such place as the Board of Directors of the Corporation (the “Board of Directors”) may designate from time to time. Section 2. ADDITIONAL OFFICES. The Corporation may have additional offices, |
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| January 22, 2021 |
[FORM OF] DIRECTOR AND/OR OFFICER INDEMNIFICATION AGREEMENT Exhibit 10.2 [FORM OF] DIRECTOR AND/OR OFFICER INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of , 20, by and between AFC Gamma, Inc., a Maryland corporation (the “Company”), and (“Indemnitee”). WHEREAS, at the request of the Company, Indemnitee is serving as a director and/or officer of the Company and may, therefore, be subjected to claims |
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| January 22, 2021 |
AFC GAMMA, INC. ARTICLES OF AMENDMENT AND RESTATEMENT EX-3.2 2 nt10017017x4ex3-2.htm EXHIBIT 3.2 Exhibit 3.2 AFC GAMMA, INC. ARTICLES OF AMENDMENT AND RESTATEMENT FIRST: AFC Gamma, Inc., a Maryland corporation (the “Corporation”), desires to amend and restate its charter (the “Charter”) as currently in effect and as hereinafter amended. SECOND: The following provisions are all the provisions of the Charter currently in effect and as hereinafter amend |
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| January 22, 2021 |
AMENDED AND RESTATED MANAGEMENT AGREEMENT AFC GAMMA, INC. AFC MANAGEMENT, LLC Exhibit 10.1 AMENDED AND RESTATED MANAGEMENT AGREEMENT BETWEEN AFC GAMMA, INC. AND AFC MANAGEMENT, LLC This Amended and Restated Management Agreement (this “Agreement”) is made as of January , 2021, by and between AFC Gamma, Inc., a Maryland corporation (together with its subsidiaries, the “Company”), and AFC Management, LLC, a Delaware limited liability company (the “Manager”). WHEREAS, the Compa |
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| January 22, 2021 |
Exhibit 10.5 AFC GAMMA, INC. STOCK INCENTIVE PLAN PREFACE This Plan is divided into two separate equity programs: (1) the option and stock appreciation rights grant program set forth in Section 5 under which Eligible Persons (as defined in Section 3) may, at the discretion of the Administrator, be granted Options and/or SARs, and (2) the stock award program set forth in Section 6 under which Eligi |
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| January 22, 2021 |
AFC GAMMA, INC. a Corporation Formed Under the Laws of the State of Maryland Exhibit 4.1 Number *0* Shares *0* SEE REVERSE FOR IMPORTANT NOTICE ON TRANSFER RESTRICTIONS AND OTHER INFORMATION AFC GAMMA, INC. a Corporation Formed Under the Laws of the State of Maryland THIS CERTIFIES THAT **Specimen** is the owner of **Zero (0)** fully paid and nonassessable shares of Common Stock, $0.01 par value per share, of AFC Gamma, Inc. (the “Corporation”) transferable on the books of |
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| January 22, 2021 |
[FORM OF] INVESTMENT COMMITTEE INDEMNIFICATION AGREEMENT EX-10.3 8 nt10017017x4ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 [FORM OF] INVESTMENT COMMITTEE INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of , 20, by and between AFC Gamma, Inc., a Maryland corporation (the “Company”), and (“Indemnitee”). WHEREAS, Indemnitee is serving as a member of the Investment Committee (the “Committee”) of AFC Managemen |
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| January 22, 2021 |
Correspondence Relating to Amended Registration Statement O?Melveny & Myers LLP 7 Times Square Tower New York, NY 10036 T: +1 212 326 2000 F: +1 212 326 2061 omm. |
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| January 22, 2021 |
Exhibit 3.3 AFC GAMMA, INC. BYLAWS ARTICLE I OFFICES Section 1. Principal Office. The principal office of AFC Gamma, Inc. (the “Corporation”) in the State of Maryland shall be located at such place as the Board of Directors of the Corporation (the “Board of Directors”) may designate from time to time. Section 2. Additional Offices. The Corporation may have additional offices, including a principal |
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| January 22, 2021 |
TABLE OF CONTENTS As filed with the Securities and Exchange Commission on January 22, 2021 Registration No. |
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| December 28, 2020 |
Loans Expected to Be Funded with Net Proceeds(1) VIA EDGAR December 28, 2020 Ms. Babette Cooper Ms. Jennifer Monick Ms. Stacie Gorman Ms. Maryse Mills-Apenteng Division of Corporation Finance Office of Real Estate & Construction Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 AFC Gamma, Inc. (CIK No. 0001822523) Response to the Staff?s Comments on the Draft Registration Statement on Form S-11 Confidentially Submitted |
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| December 28, 2020 |
List of Subsidiaries of the Registrant Exhibit 21.1 List of Subsidiaries of the Registrant None. |
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| December 28, 2020 |
[FORM OF] REGISTRATION RIGHTS AGREEMENT Exhibit 10.4 [FORM OF] REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of , 2020, by and among AFC Gamma, Inc., a Maryland corporation which will elect to be treated as a real estate investment trust (the “Company”), AFC Management, LLC, a Delaware limited liability company, and each Holder (as defined herein) who is listed on Schedule A hereto or bec |
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| December 28, 2020 |
AFC GAMMA, INC. ARTICLES OF INCORPORATION Exhibit 3.1 AFC GAMMA, INC. ARTICLES OF INCORPORATION THIS IS TO CERTIFY THAT: ARTICLE I INCORPORATOR The undersigned, Leonard Tannenbaum, whose address is c/o 525 Okeechobee Boulevard, Suite 1770, West Palm Beach, Florida 33401, being at least 18 years of age, does hereby form a corporation under the general laws of the State of Maryland. ARTICLE II NAME The name of the corporation (the “Corporat |
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| December 28, 2020 |
TABLE OF CONTENTS As filed with the Securities and Exchange Commission on December 28, 2020 Registration No. |
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| December 28, 2020 |
Exhibit 10.6 SECURED REVOLVING CREDIT AGREEMENT dated as of August 18, 2020 by and among AFC GAMMA, INC., a Maryland corporation, as Borrower, THE LENDERS PARTY HERETO, as the Lenders, and AFC FINANCE, LLC, a Delaware limited liability company as Agent TABLE OF CONTENTS Page ARTICLE I DEFINITIONS; CONSTRUCTION 1 Section 1.1 Definitions 1 Section 1.2 Other Definitional Provisions 6 Section 1.3 Acco |
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| December 28, 2020 |
AFC GAMMA, INC. ARTICLE I OFFICES Exhibit 3.3 AFC GAMMA, INC. BYLAWS ARTICLE I OFFICES Section 1. Principal Office. The principal office of AFC Gamma, Inc. (the “Corporation”) in the State of Maryland shall be located at such place as the Board of Directors of the Corporation (the “Board of Directors”) may designate from time to time. Section 2. Additional Offices. The Corporation may have additional offices, including a principal |
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| December 28, 2020 |
[●] Shares AFC GAMMA, Inc. Common Stock UNDERWRITING AGREEMENT Exhibit 1.1 [●] Shares AFC GAMMA, Inc. Common Stock UNDERWRITING AGREEMENT [●], 2021 JMP Securities LLC As Representative of the several Underwriters named in Schedule I attached hereto, 600 Montgomery Street, Suite 1100 San Francisco, CA 94111 Ladies and Gentlemen: AFC Gamma, Inc., a Maryland corporation (the “Company”), and AFC Management, LLC, a Delaware limited liability company (the “Manager” |
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| November 20, 2020 |
TABLE OF CONTENTS As confidentially submitted to the Securities and Exchange Commission on November 20, 2020 This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. |
