AFCG

EX-99.1

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EX-99.1

Document

AFC Announces Financial Results for the Third Quarter 2026

Third quarter 2026 GAAP net investment income (“NII”) of $3.5 million,

or $0.16 per weighted average share

WEST PALM BEACH, FL, November 5, 2026 – Advanced Flower Capital Inc. (Nasdaq: AFCG) (“AFC,” or the “Company”) today announced its financial results for the third quarter ended September 30, 2026.

Third Quarter 2026 Highlights

•Total investment income of $8.6 million and GAAP NII of $3.5 million, or $0.16 per weighted average share

•Net asset value (“NAV”) per share of $8.55 as of September 30, 2026, compared to $8.25 as of June 30, 2026

•GAAP net increase in net assets resulting from operations of $6.4 million, or $0.28 per weighted average share

•Gross and net investment fundings of $4.6 million and $(3.5) million, respectively

•Investment portfolio of $289.6 million at fair value across 18 investments, compared with $289.8 million as of June 30, 2026

•Weighted average yield on income producing debt investments of 13.3% as of September 30, 2026

•Debt-to-equity of 1.03x and net debt-to-equity of 0.49x

•Repurchased 285,656 shares at a weighted average price of $3.46, generating $0.06 per share of NAV accretion in connection with our recently adopted Share Repurchase Program (as defined below)

“AFC earned net investment income of $0.16 per share and grew NAV per share by $0.30 to $8.55. During the quarter, we repurchased approximately $1.0 million of our shares at roughly a 58% discount to NAV, adding $0.06 per share to NAV and bringing year-to-date accretion to $0.24. We will continue to allocate capital where it earns the best risk-adjusted return,” said Dan Neville, Chief Executive Officer.

Common Stock Distribution

On October 15, 2026, the Company paid a regular cash distribution of $0.05 per common share for the third quarter of 2026 to shareholders of record as of September 30, 2026.

Share Repurchase Program

On May 4, 2026, the Company’s Board of Directors (the “Board”) authorized a program for the purpose of repurchasing up to $5.0 million of the Company's common stock (the “Repurchase Program”). Under the Repurchase Program, the Company may, but is not obligated to, repurchase its outstanding common stock in the open market from time to time, subject to certain limitations and applicable law. Unless amended or extended by the Company's Board, the Company expects the Repurchase Program to be in place until the earlier of such time that $5.0 million of the Company's outstanding shares of common stock have been repurchased, or May 4, 2027.

During the quarter, AFC repurchased and extinguished 285,656 shares at a weighted average price of $3.46 per share, or approximately $1.0 million in the aggregate, generating $0.06 per share of NAV accretion.

As of and during the nine months ended September 30, 2026, AFC repurchased and extinguished 1,125,062 shares at a weighted average price of $3.34 per share, or approximately $3.8 million in the aggregate, generating $0.24 per share of NAV accretion.

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Operating Results

As of

(in millions, except per share data and ratios)September 30, 2026June 30, 2026

Investment portfolio, at fair value$289.6 $289.8

Total assets$395.1 $399.7

Total debt outstanding$197.0 $207.0

Net assets$191.6 $187.3

Net asset value per share$8.55 $8.25

Debt-to-equity1.03 x1.10 x

Net debt-to-equity0.49 x0.53 x

Three months ended

(in millions, except share and per share data)September 30, 2026June 30, 2026

Total investment income$8.6 $8.7

Total operating expenses and income tax expense(1) $5.0 $5.2

Net investment income after taxes$3.5 $3.5

Net unrealized gain on investments, net of taxes$2.9 $1.9

Net increase in net assets resulting from operations$6.4 $5.4

Net investment income per share$0.16 $0.15

Net unrealized gain on investments, net of taxes per share$0.13 $0.08

Net increase in net assets per share$0.28 $0.23

Weighted average shares outstanding22,582,809 23,198,863

Distributions declared per share$0.05 $0.05

(1) Total operating expenses and income tax expense is presented net of the management fee rebate of $176,420 for each of the three months ended September 30, 2026 and June 30, 2026.

Amounts may not sum due to rounding.

Portfolio and Investment Activity

As of September 30, 2026, AFC’s investment portfolio had a fair value of $289.6 million across 18 investments in 5 industries, compared with $289.8 million across 17 investments as of June 30, 2026. Senior secured first lien debt investments represented 100% of the portfolio at fair value.

During the third quarter, AFC gross funded $4.6 million with $3.1 million to one new portfolio company and $1.5 million to four existing portfolio companies. Net fundings were $(3.5) million after $8.1 million of repayments and amortization.

Liquidity and Capital Resources

As of September 30, 2026, AFC had $197.0 million of debt outstanding, including $115.0 million under its secure

EX-99.1

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EX-99.1

Document

Advanced Flower Capital Inc. Announces Financial Results for the First Quarter 2026

WEST PALM BEACH, FL, May 7, 2026 – Advanced Flower Capital Inc. (Nasdaq: AFCG) (“AFC,” or the “Company”) today announced its financial results for the first quarter ended March 31, 2026.

First Quarter 2026 Highlights

•GAAP net investment income (“NII”) for the quarter ended March 31, 2026, was $4.8 million, or $0.21 per basic weighted average share

•Net asset value per share as of March 31, 2026, was $7.90, as compared to $7.46 as of December 31, 2025

•GAAP net increase in net assets resulting from operations for the quarter ended March 31, 2026, was $11.4 million, or $0.49 per basic weighted average share

•Gross and net investment fundings were $80.9 million and $39.1 million, respectively

•Net debt-to-equity as of March 31, 2026 was 0.48x

“AFC delivered a strong first quarter with net investment income exceeding our quarterly dividend. Additionally, in our first quarter as a BDC, we saw an increase in investment fundings driven by our pipeline focused on the lower-middle market across various industries,” said Dan Neville, Chief Executive Officer.

Common Stock Distribution

On April 15, 2026, the Company paid a regular cash distribution of $0.05 per common share for the first quarter of 2026 to shareholders of record as of March 31, 2026.

Share Repurchase Authorization

On May 4, 2026, the Company’s Board authorized a program for the purpose of repurchasing up to $5.0 million of the Company's common stock (the “Repurchase Program”). Under the Repurchase Program, the Company may, but is not obligated to, repurchase its outstanding common stock in the open market from time to time, provided that the Company complies with the prohibitions under its compliance policies and procedures adopted in accordance with the Investment Company Act of 1940, as amended, and the guidelines specified in Rule 10b-18 under the Securities Exchange Act of 1934, as amended, including certain price, market, volume, and timing constraints. Unless amended or extended by the Company's Board of Directors, the Company expects the Repurchase Program to be in place until the later of such time that $5.0 million of the Company's outstanding shares of common stock have been repurchased, or May 4, 2027.

Operating Results

Three months ended March 31, 2026

(dollar amounts in millions, except per share data)Total AmountPer Share

Net investment income$4.8 $0.21

Net unrealized gain on investments, net of taxes$6.6 $0.28

Net increase in net assets resulting from operations$11.4 $0.49

Distributions declared and payable$1.2 $0.05

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As of

(dollar amounts in millions, except per share data)March 31, 2026

Portfolio investments at fair value$279.2

Total assets$394.9

Net assets$185.8

Net asset value per share$7.90

Debt/equity ratio1.09x

Debt/equity ratio, net of cash0.48x

Additional Information

AFC issued a presentation of its first quarter 2026 results, titled “First Quarter 2026 Earnings Presentation,” which can be viewed on the Investor Relations section of AFC’s website found here AFC -- Investor Relations. The Company also filed its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, with the Securities and Exchange Commission on May 7, 2026.

AFC routinely posts important information for investors on its website here. The Company intends to use this webpage as a means of disclosing material information, for complying with our disclosure obligations under Regulation FD and to post and update investor presentations and similar materials on a regular basis. AFC encourages investors, analysts, the media and others interested in AFC to monitor the Investor Relations section of its website, in addition to following its press releases, SEC filings, public conference calls, presentations, webcasts and other information posted from time to time on the website. To sign-up for email-notifications, please visit the “Email Alerts” section of the website under the “IR Resources” section.

Conference Call & Discussion of Financial Results

AFC will host a conference call at 10:00 am (Eastern Time) on Thursday, May 7, 2026, to discuss its quarterly financial results. All interested parties are welcome to participate. The call will be available through a live audio webcast at the Investor Relations section of AFC’s website found here AFC -- Investor Relations. To participate via telephone, please register in advance at this link. Upon registration, all telephone participants will receive a confirmation email detailing how to join the conference call, including the dial-in number along with a unique passcode and registrant ID that can be used to access the call. The complete webcast will be archived for 90 days on the Investor Relations section of AFC’s website.

AFC distributes its earnings releases via its website and email lists. Those interested in receiving firm updates by

afcg-202603040001822523false00018225232026-03-042026-03-04

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 4, 2026

ADVANCED FLOWER CAPITAL INC.

(Exact name of Registrant as Specified in Its Charter)

Maryland001-3999585-1807125 (State or Other Jurisdiction of Incorporation)(Commission File Number)(IRS Employer Identification No.)

477 S. Rosemary Ave., Suite 301 West Palm Beach, FL, 33401 (Address of principal executive offices, including zip code) 561-510-2390 (Registrant’s telephone number, including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Common Stock, par value $0.01 per shareAFCGThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

1

Item 2.02    Results of Operations and Financial Condition. On March 4, 2026, Advanced Flower Capital Inc. (the “Company”) issued a press release announcing its financial and operational results for the fourth quarter and year ended December 31, 2025. A copy of the press release is furnished as Exhibit 99.1 hereto. On March 4, 2026, the Company furnished a copy of an earnings presentation intended to be used by representatives of the Company announcing its financial and operational results for the fourth quarter and year ended December 31, 2025. A copy of the earnings presentation is furnished as Exhibit 99.2 hereto. The information contained in Item 2.02 of this Current Report, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01    Financial Statements and Exhibits. (d)Exhibits

Exhibit No.Description 99.1 Press Release issued by Advanced Flower Capital Inc. on March 4, 2026. 99.2 Earnings Presentation of Advanced Flower Capital Inc. on March 4, 2026.

2

SIGNATURES

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

ADVANCED FLOWER CAPITAL INC.

By:/s/ Brandon Hetzel Brandon Hetzel Chief Financial Officer and Treasurer Date: March 4, 2026

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afcg-202511120001822523false00018225232025-11-122025-11-12

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 12, 2025

ADVANCED FLOWER CAPITAL INC.

(Exact name of Registrant as Specified in Its Charter)

Maryland001-3999585-1807125 (State or Other Jurisdiction of Incorporation)(Commission File Number)(IRS Employer Identification No.)

477 S. Rosemary Ave., Suite 301 West Palm Beach, FL, 33401 (Address of principal executive offices, including zip code) 561-510-2390 (Registrant’s telephone number, including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Common Stock, par value $0.01 per shareAFCGThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

1

Item 2.02    Results of Operations and Financial Condition. On November 12, 2025, Advanced Flower Capital Inc. issued a press release announcing its financial and operational results for the quarter ended September 30, 2025. A copy of the press release is furnished as Exhibit 99.1 hereto. The information contained in Item 2.02 of this Current Report, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01    Financial Statements and Exhibits. (d)Exhibits

Exhibit No.Description 99.1 Press Release issued by Advanced Flower Capital Inc. on November 12, 2025.

2

SIGNATURES

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

ADVANCED FLOWER CAPITAL INC.

By:/s/ Brandon Hetzel Brandon Hetzel Chief Financial Officer and Treasurer Date: November 12, 2025

3

afcg-202508140001822523false00018225232025-08-142025-08-14

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)

Maryland001-3999585-1807125 (State or Other Jurisdiction of Incorporation)(Commission File Number)(IRS Employer Identification No.)

477 S. Rosemary Ave., Suite 301 West Palm Beach, FL, 33401 (Address of principal executive offices, including zip code) 561-510-2390 (Registrant’s telephone number, including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Common Stock, par value $0.01 per shareAFCGThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

1

Item 2.02    Results of Operations and Financial Condition. On August 14, 2025, Advanced Flower Capital Inc. issued a press release announcing its financial and operational results for the quarter ended June 30, 2025. A copy of the press release is furnished as Exhibit 99.1 hereto. The information contained in Item 2.02 of this Current Report, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01    Financial Statements and Exhibits. (d)Exhibits

Exhibit No.Description 99.1 Press Release issued by Advanced Flower Capital Inc. on August 14, 2025.

2

SIGNATURES

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

ADVANCED FLOWER CAPITAL INC.

By:/s/ Brandon Hetzel Brandon Hetzel Chief Financial Officer and Treasurer Date: August 14, 2025

3

afcg-202505140001822523false00018225232025-05-142025-05-14

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)

Maryland001-3999585-1807125 (State or Other Jurisdiction of Incorporation)(Commission File Number)(IRS Employer Identification No.)

477 S. Rosemary Ave., Suite 301 West Palm Beach, FL, 33401 (Address of principal executive offices, including zip code) 561-510-2390 (Registrant’s telephone number, including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Common Stock, par value $0.01 per shareAFCGThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

1

Item 2.02    Results of Operations and Financial Condition. On May 14, 2025, Advanced Flower Capital Inc. issued a press release announcing its financial and operational results for the quarter ended March 31, 2025. A copy of the press release is furnished as Exhibit 99.1 hereto. The information contained in Item 2.02 of this Current Report, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01    Financial Statements and Exhibits. (d)Exhibits

Exhibit No.Description 99.1 Press Release issued by Advanced Flower Capital Inc. on May 14, 2025.

2

SIGNATURES

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

ADVANCED FLOWER CAPITAL INC.

By:/s/ Brandon Hetzel Brandon Hetzel Chief Financial Officer and Treasurer Date: May 14, 2025

3

afcg-202503130001822523false00018225232025-03-132025-03-13

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)

Maryland001-3999585-1807125 (State or Other Jurisdiction of Incorporation)(Commission File Number)(IRS Employer Identification No.)

477 S. Rosemary Ave., Suite 301 West Palm Beach, FL, 33401 (Address of principal executive offices, including zip code) 561-510-2390 (Registrant’s telephone number, including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Common Stock, par value $0.01 per shareAFCGThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

1

Item 2.02    Results of Operations and Financial Condition. On March 13, 2025, Advanced Flower Capital Inc. issued a press release announcing its financial and operational results for the fourth quarter and year ended December 31, 2024. A copy of the press release is furnished as Exhibit 99.1 hereto. The information contained in Item 2.02 of this Current Report, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01    Financial Statements and Exhibits. (d)Exhibits

Exhibit No.Description 99.1 Press Release issued by Advanced Flower Capital Inc. on March 13, 2025.

2

SIGNATURES

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

ADVANCED FLOWER CAPITAL INC.

By:/s/ Brandon Hetzel Brandon Hetzel Chief Financial Officer and Treasurer Date: March 13, 2025

3

afcg-202411130001822523false00018225232024-11-132024-11-13

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)

Maryland001-3999585-1807125 (State or Other Jurisdiction of Incorporation)(Commission File Number)(IRS Employer Identification No.)

477 S. Rosemary Ave., Suite 301 West Palm Beach, FL, 33401 (Address of principal executive offices, including zip code) 561-510-2390 (Registrant’s telephone number, including area code)

AFC GAMMA, INC.

525 Okeechobee Blvd., Suite 1650 West Palm Beach, FL 33401 (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Common Stock, par value $0.01 per shareAFCGThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

1

Item 2.02    Results of Operations and Financial Condition. On November 13, 2024, Advanced Flower Capital Inc. (f/k/a AFC Gamma, Inc.) issued a press release announcing its financial and operational results for the quarter ended September 30, 2024. A copy of the press release is furnished as Exhibit 99.1 hereto. The information contained in Item 2.02 of this Current Report, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01    Financial Statements and Exhibits. (d)Exhibits

Exhibit No.Description 99.1 Press Release issued by Advanced Flower Capital Inc. on November 13, 2024.

2

SIGNATURES

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

ADVANCED FLOWER CAPITAL INC.

By:/s/ Brandon Hetzel Brandon Hetzel Chief Financial Officer and Treasurer Date: November 13, 2024

3

afcg-202408070001822523false00018225232024-08-072024-08-07

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)

Maryland001-3999585-1807125 (State or Other Jurisdiction of Incorporation)(Commission File Number)(IRS Employer Identification No.)

525 Okeechobee Blvd., Suite 1650 West Palm Beach, FL, 33401 (Address of principal executive offices, including zip code) 561-510-2390 (Registrant’s telephone number, including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Common Stock, par value $0.01 per shareAFCGThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

1

Item 2.02    Results of Operations and Financial Condition. On August 7, 2024, AFC Gamma, Inc. issued a press release announcing its financial and operational results for the quarter ended June 30, 2024. A copy of the press release is furnished as Exhibit 99.1 hereto. The information contained in Item 2.02 of this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01    Financial Statements and Exhibits. (d)Exhibits

Exhibit No.Description 99.1 Press Release issued by AFC Gamma, Inc. on August 7, 2024.

2

SIGNATURES

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

AFC GAMMA, INC.

By:/s/ Brandon Hetzel Brandon Hetzel Chief Financial Officer and Treasurer Date: August 7, 2024

3

afcg-202405090001822523false00018225232024-05-092024-05-09

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)

Maryland001-3999585-1807125 (State or Other Jurisdiction of Incorporation)(Commission File Number)(IRS Employer Identification No.)

525 Okeechobee Blvd., Suite 1650 West Palm Beach, FL, 33401 (Address of principal executive offices, including zip code) 561-510-2390 (Registrant’s telephone number, including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Common Stock, par value $0.01 per shareAFCGThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

1

Item 2.02    Results of Operations and Financial Condition. On May 9, 2024, AFC Gamma, Inc. issued a press release announcing its financial and operational results for the quarter ended March 31, 2024. A copy of the press release is furnished as Exhibit 99.1 hereto. The information contained in Item 2.02 of this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01    Financial Statements and Exhibits. (d)Exhibits

Exhibit No.Description 99.1 Press Release issued by AFC Gamma, Inc. on May 9, 2024.

2

SIGNATURES

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

AFC GAMMA, INC.

By:/s/ Brandon Hetzel Brandon Hetzel Chief Financial Officer and Treasurer Date: May 9, 2024

3

afcg-202403070001822523false00018225232024-03-072024-03-07

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)

Maryland001-3999585-1807125 (State or Other Jurisdiction of Incorporation)(Commission File Number)(IRS Employer Identification No.)

525 Okeechobee Blvd., Suite 1650 West Palm Beach, FL, 33401 (Address of principal executive offices, including zip code) 561-510-2390 (Registrant’s telephone number, including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Common Stock, par value $0.01 per shareAFCGThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

1

Item 2.02    Results of Operations and Financial Condition. On March 7, 2024, AFC Gamma, Inc. issued a press release announcing its financial and operational results for the fourth quarter and year ended December 31, 2023. A copy of the press release is furnished as Exhibit 99.1 hereto. The information contained in Item 2.02 of this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01    Financial Statements and Exhibits. (d)Exhibits

Exhibit No.Description 99.1 Press Release issued by AFC Gamma, Inc. on March 7, 2024.

2

SIGNATURES

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

AFC GAMMA, INC.

By:/s/ Brandon Hetzel Brandon Hetzel Chief Financial Officer and Treasurer Date: March 7, 2024

3

afcg-202311080001822523false00018225232023-11-082023-11-08

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)

Maryland001-3999585-1807125 (State or Other Jurisdiction of Incorporation)(Commission File Number)(IRS Employer Identification No.)

525 Okeechobee Blvd., Suite 1650 West Palm Beach, FL, 33401 (Address of principal executive offices, including zip code) 561-510-2390 (Registrant’s telephone number, including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.01 per shareAFCGThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02    Results of Operations and Financial Condition. On November 8, 2023, AFC Gamma, Inc. issued a press release announcing its financial and operational results for the quarter ended September 30, 2023. A copy of the press release is furnished as Exhibit 99.1 hereto. The information contained in this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01    Financial Statements and Exhibits. (d)Exhibits

Exhibit No.Description

99.1 Press Release issued by AFC Gamma, Inc. on November 8, 2023.

SIGNATURES

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

AFC GAMMA, INC.

By:/s/ Brandon Hetzel Brandon Hetzel Chief Financial Officer and Treasurer Date: November 8, 2023

afcg-202308080001822523false00018225232023-08-082023-08-08

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)

Maryland001-3999585-1807125 (State or Other Jurisdiction of Incorporation)(Commission File Number)(IRS Employer Identification No.)

525 Okeechobee Blvd., Suite 1650 West Palm Beach, FL, 33401 (Address of principal executive offices, including zip code) 561-510-2390 (Registrant’s telephone number, including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.01 per shareAFCGThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02    Results of Operations and Financial Condition. On August 8, 2023, AFC Gamma, Inc. issued a press release announcing its financial and operational results for the quarter ended June 30, 2023. A copy of the press release is furnished as Exhibit 99.1 hereto. The information contained in this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01    Financial Statements and Exhibits. (d)Exhibits

Exhibit No.Description

99.1 Press Release issued by AFC Gamma, Inc. on August 8, 2023.

SIGNATURES

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

AFC GAMMA, INC.

By:/s/ Brandon Hetzel Brandon Hetzel Chief Financial Officer and Treasurer Date: August 8, 2023

afcg-202305100001822523false00018225232023-05-102023-05-10

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)

Maryland001-3999585-1807125 (State or Other Jurisdiction of Incorporation)(Commission File Number)(IRS Employer Identification No.)

525 Okeechobee Blvd., Suite 1650 West Palm Beach, FL, 33401 (Address of principal executive offices, including zip code) 561-510-2390 (Registrant’s telephone number, including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.01 per shareAFCGThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02    Results of Operations and Financial Condition. On May 10, 2023, AFC Gamma, Inc. issued a press release announcing its financial and operational results for the quarter ended March 31, 2023. A copy of the press release is furnished as Exhibit 99.1 hereto. The information contained in this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01    Financial Statements and Exhibits. (d)Exhibits

Exhibit No.Description

99.1 Press Release issued by AFC Gamma, Inc. on May 10, 2023.

SIGNATURES

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

AFC GAMMA, INC.

By:/s/ Brandon Hetzel Brandon Hetzel Chief Financial Officer and Treasurer Date: May 10, 2023

afcg-202303070001822523false00018225232023-03-072023-03-07

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)

Maryland001-3999585-1807125 (State or Other Jurisdiction of Incorporation)(Commission File Number)(IRS Employer Identification No.)

525 Okeechobee Blvd., Suite 1650 West Palm Beach, FL, 33401 (Address of principal executive offices, including zip code) 561-510-2390 (Registrant’s telephone number, including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.01 per shareAFCGThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02    Results of Operations and Financial Condition. On March 7, 2023, AFC Gamma, Inc. (the "Company") issued a press release announcing its financial and operational results for the fourth quarter and year ended December 31, 2022. A copy of the press release is furnished as Exhibit 99.1 hereto. The information contained in Item 2.02 of this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 5.02    Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On March 7, 2023, the Company announced the appointment of Robyn Tannenbaum as President of the Company. Prior to her appointment, from July 2020 to March 2023, Mrs. Tannenbaum, age 37, most recently served as the Company’s Managing Director, Head of Originations and Investor Relations. Prior to joining the Company, Mrs. Tannenbaum formerly served as Head of Investor Relations at Fifth Street Asset Management Inc. ("Fifth Street") from March 2014 to October 2017 and as a Vice President in Healthcare mergers and acquisitions at CIT Group Inc. Subsequent to her time at Fifth Street, from October 2017 through July 2020, she founded and worked at REC Investor Relations, a boutique investor relations and marketing consulting firm advising healthcare and financial services companies. Mrs. Tannenbaum graduated summa cum laude with a B.S. in Finance, with a concentration in Marketing and a Public Relations minor from Lehigh University. There was no increase in Mrs. Tannenbaum's annual base salary, bonuses or awards in connection with the appointment to President. Mr. Leonard Tannenbaum, the Company’s Chairman and Chief Executive Officer, and Mrs. Tannenbaum, are husband and wife. Other than between Mr. Tannenbaum and Mrs. Tannenbaum, there are no family relationships between or among any of our executive officers or directors. Pursuant to Item 404(a) of Regulation S-K under the Exchange Act, the Company has engaged in the following transactions with Mrs. Tannenbaum or Mr. Tannenbaum, her husband.

Management Agreement

Pursuant to the management agreement (as amended from time-to-time, the “Management Agreement”), between the Company and AFC Management, LLC (the “Manager”), which is an entity that is over 70% and 10% beneficially owned by Mr. Tannenbaum and Mrs. Tannenbaum, respectively, the Manager manages our loans and our day-to-day operations, subject at all times to the further terms and conditions set forth in the Management Agreement and such further limitations or parameters as may be imposed from time to time by the Company’s Board of Directors. The Manager receives base management fees that are calculated and payable quarterly in arrears in cash.

afcg-202211080001822523false00018225232022-11-082022-11-08

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)

Maryland001-3999585-1807125 (State or Other Jurisdiction of Incorporation)(Commission File Number)(IRS Employer Identification No.)

525 Okeechobee Blvd., Suite 1650 West Palm Beach, FL, 33401 (Address of principal executive offices, including zip code) 561-510-2390 (Registrant’s telephone number, including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.01 per shareAFCGThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02    Results of Operations and Financial Condition. On November 8, 2022, AFC Gamma, Inc. issued a press release announcing its financial and operational results for the quarter ended September 30, 2022. A copy of the press release is furnished as Exhibit 99.1 hereto. The information contained in this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01    Financial Statements and Exhibits. (d)Exhibits

Exhibit No.Description

99.1 Press Release issued by AFC Gamma, Inc. on November 8, 2022.

SIGNATURES

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

AFC GAMMA, INC.

By:/s/ Brett Kaufman Brett Kaufman Chief Financial Officer and Treasurer Date: November 8, 2022

afcg-202208090001822523false00018225232022-08-092022-08-09

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)

Maryland001-3999585-1807125 (State or Other Jurisdiction of Incorporation)(Commission File Number)(IRS Employer Identification No.)

525 Okeechobee Blvd., Suite 1650 West Palm Beach, FL, 33401 (Address of principal executive offices, including zip code) 561-510-2390 (Registrant’s telephone number, including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.01 per shareAFCGThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02    Results of Operations and Financial Condition. On August 9, 2022, AFC Gamma, Inc. issued a press release announcing its financial and operational results for the quarter ended June 30, 2022. A copy of the press release is furnished as Exhibit 99.1 hereto.

Item 9.01    Financial Statements and Exhibits. (d)Exhibits

Exhibit No.Description

99.1 Press release issued by AFC Gamma, Inc. on August 9, 2022.

SIGNATURES

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

AFC GAMMA, INC.

By:/s/ Brett Kaufman Brett Kaufman Chief Financial Officer Date: August 9, 2022

false000182252300018225232022-05-102022-05-10

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 Number)

(IRS Employer Identification No.)

525 Okeechobee Blvd., Suite 1770

West Palm Beach, FL, 33401

(Address of principal executive offices, including zip code)

561-510-2390

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐

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

☐

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

☐

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

☐

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01 per share

AFCG

The Nasdaq Stock Market LLC

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

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02

Results of Operations and Financial Condition.

On May 10, 2022, AFC Gamma, Inc. issued a press release announcing its financial and operational results for the quarter ended March 31, 2022. A copy of the press release is furnished as Exhibit 99.1 hereto.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.

Description

99.1

Press release issued by AFC Gamma, Inc. on May 10, 2022.

SIGNATURES

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

AFC GAMMA, INC.

By:

/s/ Brett Kaufman

Brett Kaufman

Chief Financial Officer

Date: May 10, 2022

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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 Number)

(IRS Employer Identification No.)

525 Okeechobee Blvd., Suite 1770

West Palm Beach,

FL, 33401

(Address of principal executive offices, including zip code)

561-510-2390

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐

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

☐

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

☐

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

☐

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01 per share

AFCG

The Nasdaq Stock Market LLC

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

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02

Results of Operations and Financial Condition.

On March 10, 2022, AFC Gamma, Inc. issued a press release announcing its financial and operational results for the fourth quarter and year ended December 31, 2021. A copy of the press release is furnished as Exhibit 99.1 hereto.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

99.1

Press release issued by AFC Gamma, Inc. on March 10, 2022.

SIGNATURES

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

AFC GAMMA, INC.

By:

/s/ Brett Kaufman

Brett Kaufman

Chief Financial Officer

Date: March 10, 2022