8-K
Advanced Flower Capital Inc. (AFCG)
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
Dateof Report (Date of earliest event reported): May 19, 2022
AFC GAMMA, INC.
(Exactname of Registrant as Specified in Its Charter)
| Maryland | 001-39995 | 85-1807125 |
|---|---|---|
| (State or Other Jurisdiction<br><br> <br>of Incorporation) | (Commission<br><br> <br>File Number) | (IRS Employer<br><br> <br>Identification No.) |
| 525 Okeechobee Blvd., Suite 1770<br><br> <br>West Palm Beach, FL, 33401 | ||
| (Address of principal executive offices, including zip code) |
561-510-2390
(Registrant’stelephone 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<br> pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> 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 May 19, 2022, AFC Gamma, Inc. (the “Company”) held its 2022 Annual Meeting of Shareholders (the “2022 Annual Meeting”). At the 2022 Annual Meeting, the shareholders of the Company’s common stock voted on (i) the reelection of three director nominees (Proposal 1) and (ii) the ratification of the appointment of CohnReznick LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022 (Proposal 2). The results of the votes are set forth below.
Proposal1 – Election of Class II Directors
The Company’s shareholders voted in favor of the reelection of each of the three Class II director nominees for a term of office expiring at the 2025 Annual Meeting of Shareholders or, in each case, until their successors are duly elected and qualified.
| For | Withhold | Broker Non-Vote | ||||
|---|---|---|---|---|---|---|
| Jonathan Kalikow | 11,293,656 | 402,952 | 3,972,781 | |||
| Jodi Hanson Bond | 9,053,117 | 2,643,491 | 3,972,781 | |||
| Robert Levy | 11,191,374 | 505,234 | 3,972,781 |
Proposal2 – Ratification of Appointment of CohnReznick LLP
The Company’s shareholders approved the ratification of the appointment of CohnReznick LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022.
| For | Against | Abstain | Broker Non-Vote | ||||
|---|---|---|---|---|---|---|---|
| 15,632,592 | 25,307 | 11,490 | - |
| 1 |
| --- |
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.
| Date:<br> May 20, 2022 | AFC GAMMA, INC. | |
|---|---|---|
| By: | /s/<br> Brett Kaufman | |
| Brett<br> Kaufman | ||
| Chief<br> Financial Officer |
| 2 |
| --- |