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): September 30, 2021
(Exact Name of Registrant as Specified in Its Charter)
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address of principal executive offices, including zip code)
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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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 2.01. |
Completion of Acquisition or Disposition of Assets.
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Reference is made to the Second Amended and Restated Credit Agreement, dated as of September 30, 2021 (the “Credit
Agreement”), by and among JG Holdco LLC, as parent and a guarantor (“Justice Cannabis Co.”), certain subsidiaries of Justice Cannabis Co., as borrowers (collectively, the “Borrowers”), the other guarantors from time to time party thereto, AFC
Gamma, Inc. (the “Company”), as a lender, A BDC Warehouse, LLC (the “Warehouse”), as a lender and as documentation agent, AFC Management, LLC (“AFCM”), as agent for the lenders under the Credit Agreement (in such capacity, the “Agent”), and the
other lenders from time to time party thereto. The Warehouse is an entity beneficially owned by Leonard M. Tannenbaum, a director of the Company and its Chief Executive Officer, and Robyn Tannenbaum, the Company’s Managing Director, Head of
Origination and Investor Relations. AFCM is the external manager of the Company and is beneficially owned by Mr. Tannenbaum, Mrs. Tannenbaum, other members of the Tannenbaum family and Jonathan Kalikow, a director of the Company and its Head of
Real Estate.
On September 30, 2021, the Company entered into the Credit Agreement with the Warehouse, the Borrowers and the Agent, which increased the Borrowers’ existing senior secured credit facility, from $22.0 million to $75.4
million in total commitments (the “Expanded Credit Facility”). Under the Expanded Credit Facility, the Company’s total loan commitments to the Borrowers
under the Credit Agreement increased to an aggregate principal amount of $65.4 million, among three tranches. The remaining $10.0 million was syndicated to the Warehouse, an affiliate of the Company. The Expanded Credit Facility is secured
by a first-lien mortgage on the Borrowers’ owned real-estate in New Jersey and Pennsylvania and other commercial-security interests of the Borrowers.
| Item 9.01 |
Financial Statements and Exhibits.
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(a) Financial statements of businesses or funds acquired.
No financial statements are being filed with this report. Any required financial statements in connection with the transactions described in Item 2.01
will be filed by amendment pursuant to Item 9.01(a)(3) within 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed.
(b) Pro forma financial information.
No pro forma financial information is being filed with this report. Any required pro forma financial information in connection with the transactions
described in Item 2.01 will be filed by amendment pursuant to Item 9.01(b)(2) within 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed.
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.
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Date: October 4, 2021
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AFC GAMMA, INC.
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By:
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/s/Brett Kaufman
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Brett Kaufman
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Chief Financial Officer
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