Advanced Flower Capital Inc. Proxy Statement Filed

TL;DR

AFC Proxy Statement filed 9/12/25. Stay tuned for shareholder updates.

AI Summary

Advanced Flower Capital Inc. filed a Definitive Proxy Statement (DEFA14A) on September 12, 2025. The filing pertains to soliciting material under Rule 14a-12. The company, formerly known as AFC Gamma, Inc., is incorporated in Maryland and has its fiscal year end on December 31. Its business and mailing address is 477 S. Rosemary Ave., Suite 301, West Palm Beach, FL 33401.

Why It Matters

This filing indicates that Advanced Flower Capital Inc. is actively engaging in shareholder communication and potentially seeking approvals or providing information related to corporate actions, which is crucial for investors to stay informed about the company's governance and strategic direction.

Risk Assessment

Risk Level: low — This is a routine proxy statement filing, not indicating any immediate financial distress or significant corporate event.

Key Players & Entities

• Advanced Flower Capital Inc. (company) — Registrant
• AFC Gamma, Inc. (company) — Former company name
• September 12, 2025 (date) — Filing date
• 477 S. Rosemary Ave., Suite 301, West Palm Beach, FL 33401 (address) — Company business and mailing address

FAQ

Key Financial Figures

• $10 billion — lending outside of cannabis, with over $10 billion of direct lending transactions executed
• $3.4 million — n share and Distributable Earnings 1 of $3.4 million or $0.15 per basic weighted average com
• $0.15 — ributable Earnings 1 of $3.4 million or $0.15 per basic weighted average common share

Filing Documents

• advancedflower_defa14a.htm (DEFA14A) — 33KB
• 0001829126-25-007375.txt ( ) — 34KB

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy 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 Statement Definitive Additional Materials Soliciting Material under §240.14a-12 ADVANCED FLOWER CAPITAL INC. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14(a)-6(i)(1) and 0-11. On August 14, 2025, Advanced Flower Capital Inc. (the “Company”, “AFC”, “we”, “us” and “our”) held a conference call discussing its financial and operating results for the second quarter ended June 30, 2025. During the call, Robyn Tannenbaum, President of AFC, made the following remarks regarding the proposed conversion of AFC from a mortgage real estate investment trust (“REIT”) to a business development company (“BDC”) subject to the requirements of the Investment Company Act of 1940, as amended. “This morning we announced our intention to convert from a REIT, the current structure under which we operate, to a business development company, or BDC. This conversion, which is subject to shareholder approval on certain related matters, will enable AFC to originate and invest in a broader array of opportunities, which would include both real-estate and non-real estate covered assets. We believe the conversion, if approved, would be an important turning point for AFC. Given the capital-intensive nature of the cannabis industry, combined with the high cost of capital, many operators do not own real estate, which significantly limits the universe of cannabis operators AFC can lend to as a mortgage REIT. As a BDC, the investment universe for AFC would expand, allowing the company to lend to operators without real estate coverage as well as to ancillary cannabis businesses with high growth potential. Moreover, should rescheduling occur at the federal level, we believe much of the inflow of new capital will go towards established operators. As most of these companies do not own real estate, the BDC conversion should better position AFC to capitalize on this sector tailwind. We also announced that our Board has approved an expanded investment mandate, effective immediately, that includes direct lending opportunities outside the cannabis industry. We believe that there are interesting credit opportunities in other private and public middle-market companies that can generate attractive risk adjusted returns. By broadening the opportunity set, AFC will be better positioned to diversify its exposure across industries and credit risk profiles. The AFC investment team has over 30 years of experience in direct lending outside of cannabis, with over $10 billion of direct lending transactions executed, as well as 20 years experience managing and scaling BDCs. In short, we believe this is a positive step for the Company and for our shareholders going forward. The proposed conversion is subject to, among other things, approval by AFC shareholders of a new investment advisory agreement with AFCM, that complies with the requirements of the Investment Company Act of 1940. Additional information will be available when we file our proxy with the SEC. If approved by AFC shareholders, and subject to additional required approvals by our Board, we anticipate that our conversion would occur in the first quarter of 2026.” In addition, on August 14, 2025, AFC published a report discussing its financial and operating results for the second quarter ended June 30, 2025. In the report, AFC included the following information regarding the proposed conversion of AFC from a REIT to a BDC. 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, Fla., Aug. 14, 2025 (GLOBE NEWSWIRE) – Advanced Flower Capital Inc. (Nasdaq: AFCG) (“Advanced Flower Capital”, “AFC” or the “Company”) today announced its results for the quarter ended June 30, 2025. 1 Distributable Earnings is a non-GAAP financial measure. See the “Non-GAAP Metrics” section of this release for a reconciliation of GAAP Net Income to Distributable Earnings. 1 Proposed Conversion to BDC AFC also announced today

View Full Filing

View this DEFA14A filing on SEC EDGAR