ADDED
EXPLANATORY NOTE The Company did not check the box indicating its status as a Smaller Reporting Company on the cover page of this Annual Report on Form 10-K due to a technical issue encountered with the SEC s EDGAR filing system at the time of submission.
However, the Company qualified as a Smaller Reporting Company under applicable SEC rules for the fiscal year ended December 31, 2025 and for the purpose of reporting its results for such fiscal year, and the disclosures included in this Annual Report on Form 10-K have been prepared in accordance with the disclosure requirements applicable to Smaller Reporting Companies.
economy generally or in the specific geographic regions in which we operate, including as a result of the impact of natural disasters; the impact of a protracted decline in the liquidity of credit markets on our business; the amount, collectability and timing of our cash flows, if any, from our loans; our ability to obtain and maintain competitive financing arrangements; our ability to achieve expected leverage; changes in the value of our loans; our being subject to regulations and SEC oversight as a BDC, including limits on issuance of debt.
We are a Maryland corporation and externally managed by AFC Management, LLC.
Effective January 1, 2026, we elected to be regulated as a BDC under the Investment Company Act of 1940, as amended (the 1940 Act ).
During the year ended December 31, 2025, we primarily originated, structured, underwrote, invested in and managed senior secured loans and other types of mortgage loans and debt securities, with a specialization in loans to cannabis industry operators in states that have legalized medical and/or adult-use cannabis.
During that period, our investment guidelines primarily related to deploying capital in attractive lending opportunities, typically secured by real estate, equipment, cash flows and license value, to (i) state law-compliant cannabis operators and ancillary cannabis companies and (ii) other public and privately held middle-market companies.
Our primary objective is to provide attractive risk-adjusted returns over time through cash distributions and capital appreciation.
During 2025, we sought to attain this objective primarily by providing loans to state law compliant cannabis companies.
The loans originated during this period were primarily structured as senior loans typically secured by real estate, equipment, cash flows and the value associated with licenses (where applicable) and/or other assets of the loan parties to the extent permitted by applicable laws and the regulations governing such loan parties.
REMOVED
, Suite 301 , West Palm Beach , FL 33401 (Address of principal executive offices) (Zip Code) ( 561 ) 510-2390 (Registrant s telephone number, including area code) AFC GAMMA, INC.
or state governments and changes to government policies and the execution and impact of these actions, initiatives and policies, including the fact that cannabis remains illegal under federal law and certain state laws; the estimated growth in and evolving market dynamics of the cannabis market; changes in general economic conditions, in our industry and in the commercial finance and real estate markets; the demand for cannabis cultivation and processing facilities; shifts in public opinion and state regulation regarding cannabis; the state of the U.S.
federal income tax purposes; estimates relating to our ability to make distributions to our shareholders in the future; our understanding of our competition; market trends in our industry, interest rates, real estate values, the securities markets or the general economy; and uncertainties as to the impact of the Spin-Off on our business.
We primarily originate, structure, underwrite, invest in and manage senior secured loans and other types of mortgage loans and debt securities, with a specialization in loans to cannabis industry operators in states that have legalized medical and/or adult-use cannabis.
Our investment guidelines primarily relate to deploying capital in attractive lending opportunities to state law-compliant cannabis operators, typically secured by real estate, equipment, cash flows and license value.
Our objective is to provide attractive risk-adjusted returns over time through cash distributions and capital appreciation primarily by providing loans to state law compliant cannabis companies.
The loans we originate are primarily structured as senior loans typically secured by real estate, equipment, cash flows and the value associated with licenses (where applicable) and/or other assets of the loan parties to the extent permitted by applicable laws and the regulations governing such loan parties.
We are a Maryland corporation and externally managed by AFC Management, LLC, a Delaware limited liability company (our Manager ), pursuant to the terms of the Amended and Restated Management Agreement, dated January 14, 2021, by and between the Company and AFC Management, LLC (as amended from time to time, the Management Agreement ).
We have elected to be taxed as a REIT under Section 856 of the Internal Revenue Code of 1986, as amended (the Code ), commencing with our taxable year ended December 31, 2020.
We believe that we have qualified as a REIT and that our current and proposed method of operation will enable us to continue to qualify as a REIT.