afcg-202504290001822523false00018225232025-04-292025-04-29
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): April 29, 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 1.02 Termination of Material Definitive Agreement
In connection with Advanced Flower Capital Inc.’s, a Maryland corporation (the “Company”), entry into an amendment on April 29, 2025 to that certain Loan and Security Agreement, dated as of April 29, 2022, by and among the Company, the lenders party thereto and the lead arranger, bookrunner and administrative agent party thereto, the Company terminated that certain unsecured revolving credit agreement, dated December 17, 2024 (the “Unsecured Revolving Credit Agreement”) by and among the Company, as borrower, the lenders party thereto from time to time, and AFC Finance, LLC, as agent and lender. AFC Finance, LLC is wholly-owned by Leonard M. Tannenbaum, Chairman of the Company’s Board of Directors.
There were no outstanding borrowings under the Unsecured Revolving Credit Agreement at the time of its termination.
Item 9.01 Financial Statements and Exhibits
(d)Exhibits
| | | | | | | | |
Exhibit No. | | Description |
104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 5, 2025 | | |