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 27, 2026

ADVANCED FLOWER CAPITAL 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.)

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)

Not applicable

(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 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 1.01    Entry into a Material Definitive Agreement

Amendment to Loan and Security Agreement

On March 27, 2026, Advanced Flower Capital Inc., a Maryland corporation (the “Company”), entered into Amendment Number Eight to the Loan and Security Agreement (the “Eighth Amendment”), dated as of April 29, 2022 (as amended, supplemented or otherwise modified from time to time, including by the Eighth Amendment), by and among the Company, as borrower, the lenders party thereto and the lead arranger, bookrunner and administrative agent party thereto. The Eighth Amendment, among other things, increased the aggregate revolver commitments under the facility by $56 million, from $50 million to $106 million, consisting of (i) a $30 million permanent increase in revolver commitments and (ii) a $26 million increase in revolver commitments during a specified temporary increase period beginning on March 27, 2026 and ending on April 10, 2026 (the “Temporary Increase Period”).

Upon expiration of the Temporary Increase Period, the aggregate revolving commitments and the maximum revolver amount under the facility will automatically be reduced to $80 million.

The foregoing description of the Eighth Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of Eighth Amendment, which is filed with this report as Exhibit 10.9H and incorporated herein by reference.

Item 2.03    Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of Registrant

The information provided in Item 1.01 of this Current Report relating to the Eighth Amendment is incorporated by reference into this Item 2.03.

Item 9.01    Financial Statements and Exhibits

(d)Exhibits. The following exhibits are being filed with this Current Report.

Exhibit No.	Description
10.9H	Amendment Number Eight to the Loan and Security Agreement, dated as of March 27, 2026, by and among the Company, as borrower, the lenders party thereto, and the lead arranger, bookrunner and administrative agent party thereto.
99.1	Press Release issued by Advanced Flower Capital Inc. on March 30, 2026.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

FORWARD-LOOKING STATEMENTS

This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that reflect the Company’s current views and projections with respect to, among other things, future events and financial performance. Words such as “believes,” “expects,” “will,” “intends,” “plans,” “guidance,” “estimates,” “projects,” “anticipates,” and “future” or similar expressions are intended to identify forward-looking statements. These forward-looking statements, including statements about the Company’s future growth and strategies for such growth, are subject to the inherent uncertainties in predicting future results and conditions and are not guarantees of future performance, conditions or results. Certain factors, including the ability of the Company’s manager to locate suitable loan opportunities for the Company, monitor and actively manage the Company’s loan portfolio and implement the Company’s investment strategy; the demand for cannabis cultivation and processing facilities and dispensaries; management’s current estimate of expected credit losses and current expected credit loss reserve and other factors could cause actual results and performance to differ materially from those projected in these forward-looking statements. More information on these risks and other potential factors that could affect the Company’s business and financial results is included in the Company’s filings with the SEC, including in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of Company’s most recently filed periodic reports on Form 10-K, Form 10-Q and subsequent filings. New risks and uncertainties arise over time, and it is not possible to predict those events or how they may affect the Company. The Company does not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

SIGNATURES

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

	ADVANCED FLOWER CAPITAL INC.
	By:	/s/ Brandon Hetzel
		Brandon Hetzel
		Chief Financial Officer and Treasurer
Date: March 30, 2026

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Document

*CERTAIN IDENTIFIED INFORMATION HS 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 EIGHT TO LOAN AND SECURITY AGREEMENT

This Amendment Number Eight to Loan and Security Agreement (this “Amendment”) is entered into as of March 27, 2026 (the “Eighth 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 referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), [***], administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), as lead arranger (in such capacity, together with its successors and assigns in such capacity, the “Lead Arranger”), and as book runner (in such capacity, together with its successors and assigns in such capacity, the “Book Runner”), on the one hand, and ADVANCED FLOWER CAPITAL INC., a Maryland corporation, formerly known as AFC Gamma, Inc. (“AFCI”) and TCGDL LLC, a Delaware limited liability company (“TCGDL”, and together with AFCI, each individually a “Borrower”, and collectively, jointly and severally, the “Borrowers”), on the other hand, in light of the following:

A.    Agent, the Lenders, the Lead Arranger, the Book Runner and Borrower are parties to that certain Loan and Security Agreement, dated as of April 29, 2022 (as amended, restated or otherwise modified from time to time, the “Agreement”);

B.    Borrowers have requested that the Lenders increase the aggregate Commitments to $106,000,000 resulting in a total increase of $56,000,000 (the “March 2026 Increase”), $26,000,000 of such amount on a temporary basis supported by deposits maintained in the Borrowing Base Cash Account (the “2026 Temporary Increase”);

C.    $50,000,000 of the March 2026 Increase will be made pursuant to Section 2.13 of the Agreement;

D.    Immediately after giving effect to such March 2026 Increase, the Maximum Revolver Amount shall be increased in accordance with and subject to the terms of this Amendment; and

E.    In accordance with Section 16.1 of the Agreement, Agent, all of the Lenders, and the Borrower have agreed to amend the Agreement set forth herein.

NOW, THEREFORE, in consideration of the premises herein contained and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Agent, the Lenders, and the Borrower hereby agree as follows as of the Eighth Amendment Effective Date:

1.    DEFINITIONS. All initially capitalized terms used in this Amendment shall have the meanings given to them in the Agreement unless specifically defined herein.

2.    AMENDMENTS.

(a)    The definition of “Available Increase Amount” in Section 1.1 of the Agreement is hereby amended and restated in its entirety to read as follows:

“Available Increase Amount” means, $0, as of any date of determination, provided that on the 2026 Temporary Increase Termination Date and thereafter, Available Increase Amount will mean an amount equal to the result of (a) $20,000,000 minus (b) the aggregate principal

amount of Increases to the Commitments previously made pursuant to Section 2.13 of this Agreement after the 2026 Temporary Increase Termination Date.

(b)    The definition of “Maximum Revolver Amount” in Section 1.1 of the Agreement is hereby amended and restated in its entirety to read as follows:

“Maximum Revolver Amount” means (i) during the 2026 Temporary Increase Period, $106,000,000, and (ii) on and after the 2026 Temporary Increase Termination Date, $80,000,000, in each case of the foregoing clauses (i) and (ii), decreased by the amount of reductions in the Commitments made in accordance with Section 2.3(c) of this Agreement and increased by the amount of any Increase made in accordance with Section 2.13 of this Agreement.

(c)    Section 1.1 of the Agreement is hereby amended by adding the following defined terms in their appropriate alphabetical order to read as follows:

“2026 Temporary Increase Period” means the period of time commencing on the Amendment Number Eight Effective Date and ending on the 2026 Temporary Increase Termination Date.

“2026 Temporary Increase Termination Date” means April 10, 2026.

“Amendment Number Eight Effective Date” means March 27, 2026.

(d)    Schedule C-1 to the Agreement is hereby amended and replaced with the Schedule C-1 attached to this Amendment.

3.    REPRESENTATIONS AND WARRANTIES.

(a)    Borrower hereby affirms to Agent and the Lenders that all of its representations and warranties set forth in the Loan Documents, after giving effect to this Amendment, are true, complete and accurate in all material respects except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof as of the date hereof (except to the extent that such representations and warranties relate solely to an earlier date).

(b)    Borrower represents and warrants as of the date hereof that (i) Borrower has the requisite corporate power and authority to execute and deliver this Amendment, and to perform its obligations hereunder and under the Loan Documents (as amended hereby) to which it is a party and (ii) the execution, delivery and performance by Borrower of this Amendment have been duly approved by all necessary corporate action and does not (A) violate any material provision of federal, state, or local law or regulation applicable to Borrower or its Subsidiaries or (B) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contract of Borrower or its Subsidiaries except to the extent that any such conflict, breach or default could not individually or in the aggregate reasonably be expected to have a Material Adverse Effect.

(c)    Borrower represents and warrants as of the date hereof that this Amendment (i) has been duly executed and delivered by Borrower, (ii) is the legal, valid and binding obligation of Borrower, enforceable against Borrower in accordance with its terms, and is in full force and effect, except to the extent that (A) the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights or general principles of equity or (B) the availability of the remedies of specific performance or injunctive relief are subject to the discretion

of the court before which any proceeding therefor may be brought, and (iii) does not and will not violate any material provision of the Governing Documents of Borrower or its Subsidiaries.

4.    NO DEFAULTS. Borrower hereby affirms to Agent and the Lenders that no Default or Event of Default has occurred and is continuing as of the date hereof.

5.    CONDITIONS PRECEDENT. The effectiveness of this Amendment is expressly conditioned upon fulfillment of each of the following conditions precedent, each in form and substance satisfactory to Agent:

(a)    A duly executed copy of this Amendment;

(b)    A fully executed copy of the Reaffirmation and Agreement of Guaranty attached to this Amendment, duly executed by TRS in connection with that certain Guaranty and Security Agreement, dated as of April 29, 2025 executed and delivered by TRS in favor of Agent (“Guaranty”);

(c)    Receipt by Agent and the Required Lenders of evidence satisfactory to Agent, in its reasonable discretion, that for the 4 fiscal quarters (on a quarter-by-quarter basis) immediately following the March 2026 Increase, Borrower and its Subsidiaries are in compliance on a pro forma basis with Section 8 of the Agreement;

(d)    Receipt by Agent of evidence that Borrowers have deposited not less than $26,000,000 in the Borrowing Base Cash Account in connection with the 2026 Temporary Increase;

(e)    Receipt by Agent, for the account of the [***] in its capacity as a Lender, a Loan Fee in the amount of $6,987, representing the pro-rated Loan Fee for the 34 days prior to the applicable anniversary Loan Fee due date for the $30,000,000 increase in accordance with Section 2.9(c) of the Agreement;

(f)    Borrower shall have paid or reimbursed all Lender Group Expenses incurred in connection with the transactions evidenced by this Amendment and all fees payable in accordance with the Fee Letter, in each case, to the extent then due and payable; and

(g)    Receipt by Agent of such other agreements, instruments, and documents contemplated by this Amendment or reasonably requested by Agent in connection with this Amendment.

6.    ACKNOWLEDGEMENT. Borrower hereby acknowledges and reaffirms (a) all of its obligations and duties under the Loan Documents, and (b) that Agent, for the ratable benefit of the Lender Group, has and shall continue to have valid, perfected Liens in the Collateral.

7.    COSTS AND EXPENSES. Borrower shall pay to Agent all of Lenders’ reasonable and documented out-of-pocket costs and expenses (including, without limitation, the reasonable and documented fees and expenses of its counsel, which counsel may include any local counsel deemed necessary, search fees, filing and recording fees, documentation fees, appraisal fees, travel expenses, and other fees) arising in connection with the preparation, execution, and delivery of this Amendment and all related documents as well as expenses related to the maintenance of the facility (such as periodic searches).

8.    LIMITED EFFECT. In the event of a conflict between the terms and provisions of this Amendment and the terms and provisions of the Agreement, the terms and provisions of this Amendment shall govern. In all other respects, the Agreement, as amended and supplemented hereby, shall remain in full force and effect.

9.    COUNTERPARTS; EFFECTIVENESS. This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, each of which when so executed and delivered shall be deemed to be an original. All such counterparts, taken together, shall constitute but one and the same Amendment. This Amendment shall become effective upon the execution of a counterpart of this Amendment by each of the parties hereto and satisfaction of each of the other conditions precedent set forth in Section 5 hereof. This Amendment is a Loan Document and is subject to all the terms and conditions, and entitled to all the protections, applicable to Loan Documents generally. Delivery of an executed counterpart of this Amendment by telefacsimile or .pdf shall be equally effective as delivery of a manually executed counterpart.

10.    CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER; JUDICIAL REFERENCE. Section 13 of the Agreement is incorporated herein by reference mutatis mutandis.

[Signatures on next page.]

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first set forth above.

[***],

as Agent, Lead Arranger, Book Runner and the sole Lender

By: [***]

Name: [***]

Title: [***]

Amendment Number Eight

to Loan and Security Agreement

BORROWERS:	ADVANCED FLOWER CAPITAL INC.,<br><br>a Maryland corporation<br><br><br><br><br><br>By:    /s/ Brandon Hetzel    <br>Name:    Brandon Hetzel<br>Title:    Chief Financial Officer and Treasurer<br><br><br><br><br><br>TCGDL LLC,<br><br>a Delaware limited liability company<br><br><br><br><br><br>By:    /s/ Brandon Hetzel    <br>Name:    Brandon Hetzel<br>Title:    Authorized Signatory

Amendment Number Eight

to Loan and Security Agreement

REAFFIRMATION AND AGREEMENT OF GUARANTY

The undersigned (the “Guarantor”) has previously executed the Guaranty referred to in the above Amendment respecting the obligations owing by Guarantor to Agent and Lenders under any Loan Document to which it is a party or by which any of the properties of such Guarantor may be bound or affected. Without limiting the effectiveness of any affirmation, representation, warranty or acknowledgment set forth in the above Amendment, the undersigned hereby: (i) acknowledges the terms of the above Amendment, (ii) represents and warrants to Agent and Lenders that the execution, delivery, and performance of this reaffirmation and agreement of guaranty (“Reaffirmation”) are not in contravention of any law, rule, or regulation, or any order, judgment, decree, writ, injunction, or award of any arbitrator, court, or Governmental Authority or of any contract or undertaking to which Guarantor is a party or by which any of the properties of Guarantor may be bound or affected; (ii) consent to the amendment of the Agreement by the Amendment; (iv) acknowledge and reaffirm all obligations owing by Guarantor to Agent and Lenders under any Loan Document to which it is a party; (v) agree that each Loan Document to which Guarantor is a party is and shall remain in full force and effect; (vi) agrees that Guarantor is guaranteeing Borrower’s Obligations under (and defined in) the Agreement as the same may be amended, supplemented, modified, or amended and restated from time to time, (vii) agrees that the obligations of Guarantor under the Guaranty continue to be secured by the security interest granted under the Guaranty and any other instruments or agreements executed by Guarantor in connection therewith, and (viii) ratifies and confirms its consent to any previous amendments, modifications or supplements to the Agreement. Although the undersigned has been informed of the matters set forth in the Agreement and has acknowledged and agreed to same, the undersigned understands that Agent and Lenders shall have no obligation to inform Guarantor of such matters in the future or to seek any Guarantor’s acknowledgement or agreement to future amendments or modifications, and nothing herein shall create such a duty.

[Remainder of page intentionally left blank. Signatures follow on next page.]

AFCG TRS1, LLC,
a Delaware limited liability company
By: /s/ Brandon Hetzel_____________________
Name: Brandon Hetzel<br><br>Title: Authorized Signatory

Reaffirmation and Agreement of Guaranty

ACCEPTED AND ACKNOWLEDGED BY:

[***],

as Agent

By:

Name: [***]

Title: [***]

Reaffirmation and Agreement of Guaranty

SCHEDULE C-1

Commitments

Lender	Commitment
[***]	$80,000,000 ($106,000,000 solely during the 2026 Temporary Increase Period)
Total:	$80,000,000 ($106,000,000 solely during the 2026 Temporary Increase Period)

Schedule C-1

Document

AFC Expands Revolving Credit Facility with $30 Million

Additional Commitment from Existing FDIC-Insured Banking Partner

WEST PALM BEACH, FL, March 30, 2026 – AFC today announced that it has expanded its senior secured revolving credit facility (“Credit Facility”) to $80 million with an additional $30 million commitment from the facility’s Lead Arranger, an FDIC-insured bank with over $75 billion of assets. AFC intends to use availability under the Credit Facility to fund commitments to existing borrowers, originate and participate in commercial loans to U.S. lower middle-market companies in line with its investment strategy, and support working capital and other general corporate purposes. The facility remains expandable to $100 million, subject to lender participation and available borrowing base.

About AFC

AFC is a publicly traded business development company that provides flexible credit solutions to lower middle-market companies. The company primarily originates, structures, invests and manages direct senior debt investments in companies typically generating yearly EBITDA of $5 to $50 million. The company seeks to maximize risk-adjusted returns for its shareholders with an opportunistic approach across all industries. AFC is headquartered in West Palm Beach, Florida. For additional information regarding AFC, please visit advancedflowercapital.com.

Forward-Looking Statements

This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that reflect our current views and projections with respect to, among other things, future events and financial performance. Words such as “believes,” “expects,” “will,” “intends,” “plans,” “guidance,” “estimates,” “projects,” “anticipates,” and “future” or similar expressions are intended to identify forward-looking statements. These forward-looking statements, including statements about our future growth and strategies for such growth, are subject to the inherent uncertainties in predicting future results and conditions and are not guarantees of future performance, conditions or results. Certain factors, including the ability of our manager to locate suitable loan opportunities for us, monitor and actively manage our loan portfolio and implement our investment strategy and other factors could cause actual results and performance to differ materially from those projected in these forward-looking statements. More information on these risks and other potential factors that could affect our business and financial results is included in AFC’s filings with the Securities and Exchange Commission (the “SEC”), including in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of AFC’s most recently filed periodic reports on Form 10-K, Form 10-Q and subsequent filings. New risks and uncertainties arise over time, and it is not possible to predict those events or how they may affect AFC. We do not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Investor Relations Contact

Robyn Tannenbaum

561-510-2293

ir@advancedflowercapital.com

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