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): November 6, 2025

ADVANCED FLOWER CAPITAL INC.

(Exact name of Registrant as Specified in Its Charter)

Maryland	001-39995	85-1807125
(State or Other Jurisdiction of Incorporation)	(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 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 5.07 Submission of Matters to a Vote of Security Holders.

On November 6, 2025, Advanced Flower Capital Inc. (the “Company”) held a special meeting of shareholders (the “Special Meeting”). At the Special Meeting, shareholders of the Company’s common stock considered and voted on proposals intended to facilitate the conversion of the Company (the “Conversion”) from a real estate investment trust to a business development company regulated under the Investment Company Act of 1940, as amended (the “1940 Act”), which are described below and in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on September 16, 2025. As of the record date of September 15, 2025, there were 22,594,541 outstanding shares of common stock entitled to vote at the Special Meeting, at which quorum was present. The final voting results on the matters submitted to shareholders at the Special Meeting are set forth below.

Proposal I—Approval of Investment Advisory Agreement

The Company’s shareholders voted to approve a new, 1940 Act-compliant investment advisory agreement by and between the Company and AFC Management, LLC, the Company’s external manager, which would replace the existing management agreement (the “Investment Advisory Agreement”).

Votes For	Votes Against	Abstain
13,174,530	541,875	124,887

The approval of the Investment Advisory Agreement required the affirmative vote of the lesser of: (A) the holders of 67% or more of the total outstanding shares present at the Special Meeting, if the holders of more than 50% of the total outstanding shares entitled to vote on the matter, are present or represented by proxy; or (B) the holders of a majority of the total outstanding shares entitled to vote on the matter.

Proposal II—Approval of Application of Reduced Asset Coverage Requirements to the Company

The Company’s shareholders voted to approve the application of the reduced asset coverage requirements in Section 61(a)(2) of the Investment Company Act of 1940, as amended, to the Company, which would permit the Company to increase the maximum amount of leverage that it would otherwise be permitted to incur by reducing the asset coverage requirement applicable to the Company from 200% to 150% (the “Reduced Asset Coverage Requirement”).

Votes For	Votes Against	Abstain
12,903,849	790,942	146,501

The approval of the Reduced Asset Coverage Requirement required the affirmative vote of the majority of votes cast on the proposal.

Item 8.01 Other Events.

On November 6, 2025, the Company issued a press release related to the Conversion and announcing the results of the Special Meeting. 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 Advanced Flower Capital Inc. on November 6, 2025.

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 6, 2025

3

Document

Advanced Flower Capital Shareholders Approve Conversion to Business Development Company

New Structure Is Expected to Position the Company to Pursue Sustainable Growth and Long-Term Shareholder Value

WEST PALM BEACH, FL, November 6, 2025 – Advanced Flower Capital Inc. (Nasdaq: AFCG) (“Advanced Flower Capital”, “AFC” or the “Company”) today announced that shareholders have approved all proposals related to the Company’s previously announced plan to convert from a real estate investment trust (“REIT”) to a business development company (“BDC”) regulated under the Investment Company Act of 1940, as amended (the “1940 Act”) (the “Conversion”). The proposals included both the approval of a new 1940 Act-compliant investment advisory agreement between the Company and its external manager, AFC Management, LLC, and the application to the Company of the reduced asset coverage requirements for BDCs permitted under the 1940 Act, aligning the Company’s leverage parameters with those of other BDCs, in each case as described in the Company’s proxy statement filed with the U.S. Securities and Exchange Commission (the “SEC”). The vote, held at the Company’s Special Meeting of Shareholders, represents a significant milestone in AFC’s strategic evolution.

“We appreciate the continued support of our shareholders, which underscores confidence in our long-term vision for AFC,” said Leonard M. Tannenbaum, CFA, Chairman of the Board of Directors. “Converting to a BDC will allow us to expand our investable scope beyond real estate-backed loans and pursue a broader set of opportunities across the market, which we believe will strengthen AFC’s ability to generate consistent, risk-adjusted returns.”

Final voting results from the Special Meeting will be filed with the SEC.

The Conversion, which remains subject to the approval of certain matters by AFC’s Board of Directors, is expected to be completed in the first quarter of 2026. Upon completion of the Conversion, AFC will continue to trade on the Nasdaq under its existing ticker symbol, AFCG.

About Advanced Flower Capital

Advanced Flower Capital Inc. (Nasdaq: AFCG) (“AFC” or the “Company”) is a leading commercial mortgage real estate investment trust (“REIT”) that primarily originates, structures, underwrites, invests in and manages senior secured mortgage loans and other types of loans and debt securities, with a specialization in loans to cannabis industry operators in states that have legalized medical and/or adult-use cannabis. Through its management team’s deep network and significant credit and cannabis expertise, AFC originates, structures, underwrites and manages loans ranging from $10 million to over $100 million, typically secured by quality real estate assets, license value (where applicable) and cash flows. AFC is based in West Palm Beach, Florida. For additional information regarding the Company, 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; 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 our business and financial results is included in AFC’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 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

Media Contact

Collected Strategies

Jim Golden / Jack Kelleher

AFCG-CS@collectedstrategies.com