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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): January 19, 2022

AFC GAMMA, INC.

(Exact name of Registrant as Specified in Its Charter)

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):

Securities registered pursuant to Section 12(b) of the Act:

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. ☐

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ITEM 8.01          Other Events.

Pursuant to the terms of the underwriting agreement, dated as of January 5, 2022, by and among AFC Gamma, Inc. (the “Company”), AFC Management, LLC, and Jefferies LLC and Cowen and Company, LLC for themselves and as representatives of the underwriters named in Schedule A thereto (collectively, the “Underwriters”), the Underwriters were granted an over-allotment option to purchase up to an additional 450,000 shares of the Company’s common stock (the “Optional Shares”) in connection with the Company’s previously announced public offering of 3,000,000 shares of common stock. On January 14, 2022, the Underwriters partially exercised such option with respect to 291,832 Optional Shares. The Company completed the sale of the Optional Shares on January 19, 2022.

After giving effect to the partial exercise of the over-allotment option, the total number of shares sold by the Company in the public offering was 3,291,832 shares and total gross proceeds, before deducting underwriting discounts and commissions, a structuring fee and other offering expenses payable by the Company, were approximately $67.5 million.

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.

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