Page
PART I
Item 1.	Business	3
Item 1A.	Risk Factors	18
Item 1B.	Unresolved Staff Comments	60
Item 2.	Properties	60
Item 3.	Legal Proceedings	61
Item 4.	Mine Safety Disclosures	61
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	61
Item 6.	Reserved	62
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	62
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	83
Item 8.	Financial Statements and Supplementary Data	86
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	86
Item 9A.	Controls and Procedures	86
Item 9B.	Other Information	87
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	87
Item 11.	Executive Compensation	87
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	87
Item 13.	Certain Relationships and Related Transactions, and Director Independence	87
Item 14.	Principal Accounting Fees and Services	87
PART IV
Item 15.	Exhibits and Financial Statement Schedules	87
Item 16	Form 10-K Summary	89
Signatures		90

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our business and investment strategy;

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the impact of COVID-19 on our business and the global economy;

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the ability of our Manager to locate suitable loan opportunities for us, monitor and actively manage our portfolio and implement our investment strategy;

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the allocation of loan opportunities to us by our Manager;

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our projected operating results;

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actions and initiatives of the U.S. 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;

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the estimated growth in and evolving market dynamics of the cannabis market;

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the demand for cannabis cultivation and processing facilities;

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shifts in public opinion regarding cannabis;

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the state of the U.S. economy generally or in specific geographic regions;

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economic trends and economic recoveries;

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the amount, collectability and timing of our cash flows, if any, from our loans;

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our ability to obtain and maintain financing arrangements;

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our expected leverage;

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changes in the value of our loans;

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our expected portfolio of loans;

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our expected investment and underwriting process;

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the rates of default or recovery rates on our loans;

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the degree to which our hedging strategies may or may not protect us from interest rate volatility;

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changes in interest rates and impacts of such changes on our results of operations, cash flows and the market value of our loans;

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interest rate mismatches between our loans and our borrowings used to fund such loans;

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the departure of any of the executive officers or key personnel supporting and assisting us from our Manager or its affiliates;

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impact of and changes in governmental regulations, tax law and rates, accounting guidance and similar matters;

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our ability to maintain our exemption from registration under the Investment Company Act;

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our ability to qualify and maintain our qualification as a REIT for U.S. federal income tax purposes;

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estimates relating to our ability to make distributions to our stockholders in the future;

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our understanding of our competition; and

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market trends in our industry, interest rates, real estate values, the securities markets or the general economy.

Item 1.

Business

•

In July 2021, the senior secured loan facility with Private Company I consisting of an aggregate of approximately $15.6 million in loan commitments was syndicated by our Manager between us and A BDC Warehouse, LLC (“ABW”), an entity  wholly-owned by Mr. and Mrs. Tannenbaum. ABW subsequently transferred its commitment to AFC BDC Warehouse LLC (“ABDCW”), an entity beneficially owned, in part, by Leonard M. Tannenbaum, one of our directors and our Chief Executive Officer, Robyn Tannenbaum, our Managing Director, Head of Origination and Investor Relations, other members of the Tannenbaum family, Brett Kaufman, our Chief Financial Officer, and Jonathan Kalikow, one of our directors and our Head of Real Estate, and is one of our and our Manager’s affiliates, with ABDCW holding approximately one-third of the loan’s aggregate principal amount as of December 31, 2021.

•

In September 2021, we entered into the September Commitment Assignment with our Manager, pursuant to which our Manager assigned to us its commitment to make loans to Private Company A in a principal amount of up to $20.0 million, which was funded in September 2021. The loans were purchased at accreted cost plus accrued PIK interest. We did not pay any fees or premium to our Manager for our acquisition of our Manager’s loan commitments under the Credit Agreement with Private Company A pursuant to the September Commitment Assignment.

•

In September 2021, we entered into the A&R Sub. Of Private Co. G Credit Agreement to, among other things, increase the total loan commitments by $53.4 million in three tranches, with approximately $10.0 million allocated to ABW and the remaining $43.4 million allocated to us. ABW subsequently transferred its commitment to ABDCW.

•

In December 2021, we entered into the Sub. Of Public Company H Credit Agreement, which provides the Sub. Of Public Company H with a $100.0 million senior secured credit facility, of which, we committed $60.0 million, ABDCW committed $10.0 million, and  third-party lenders committed $30.0 million of the aggregate principal amount.

•

In March 2022, we entered into the fourth amendment of the Amended and Restated Credit Agreement with Public Company F to, among other things, increase the total loan commitments by $100 million, with approximately (i) $26.6 million of the new loan commitments allocated to us; (ii) $15.0 million of the new loan commitments allocated to Flower Loan Holdco, LLC (“FLH”); and (iii) the remaining loan commitments allocated to third-party lenders by the third-party agent.

•

AFC Agent, an entity wholly-owned by Mr. Tannenbaum, our Chief Executive Officer and Chairman of our Board, and Mrs. Tannenbaum, our Managing Director, Head of Origination and Investor Relations, serves as the administrative agent to all respective lenders under the majority of our credit facilities. We do not pay any consideration to AFC Agent for its services as administrative agent under such credit facilities.

Type	​	​	Description	​	​	Payment
Base Management Fees	​	​	An amount equal to 0.375% of our Equity (as defined below), determined as of the last day of each quarter. The Base Management Fees are reduced by the Base Management Fee Rebate. Under no circumstances will the Base Management Fee be less than zero. Our Equity, for purposes of calculating the Base Management Fees, could be greater than or less than the amount of stockholders’ equity shown on our financial statements. The Base Management Fees are payable independent of the performance of our portfolio.   For additional information, see “—Base Management Fees.”	​	​	Quarterly in arrears in cash.
	​	​		​	​
Base Management Fee Rebate	​	​	An amount equal to 50% of the aggregate amount of any other fees earned and paid to our Manager during the applicable quarter resulting from the investment advisory services and general management services rendered by our Manager to us under our Management Agreement, including any agency fees relating to our loans, but excluding the Incentive Compensation and any diligence fees paid to and earned by our Manager and paid by third parties in connection with our Manager’s due diligence of potential loans.   For additional information, see “—Base Management Fees.”	​	​	Reduces the Base Management Fees on a quarterly basis.
	​	​		​	​
Incentive Compensation	​	​	An amount with respect to each fiscal quarter (or portion thereof that our Management Agreement is in effect) based upon our achievement of targeted levels of Core Earnings. No Incentive Compensation is payable with respect to any fiscal quarter unless our Core Earnings for such quarter exceed the amount equal to the product of (i) 2% and (ii) Adjusted Capital (as defined below) as of the last day of the immediately preceding fiscal quarter (such amount, the “Hurdle Amount”). The Incentive Compensation for any fiscal quarter will otherwise be calculated as the sum of (i) the product of (A) 50% and (B) the amount of our Core Earnings for such quarter, if any, that exceeds the Hurdle Amount, but is less than or equal to 166-2/3% of the Hurdle Amount and (ii) the product of (A) 20% and (B) the amount of our Core Earnings for such quarter, if any, that exceeds 166-2/3% of the Hurdle Amount. Such compensation is subject to Clawback Obligations (as defined below), if any.   For additional information, see “—Incentive Compensation” and “—Incentive Compensation—Incentive Compensation Clawback.”	​	​	Quarterly in arrears in cash.

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Targeting loans for origination and/or investment that typically have the following characteristics:

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principal balance greater than $10.0 million;

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real estate collateral coverage of at least one times the principal balance;

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secured by commercial real estate properties, including cannabis cultivation facilities, processing facilities, and dispensaries; and

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well-capitalized sponsors with substantial experience in particular relevant sectors and geographic markets.

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Diversifying our financing sources with increased access to equity and debt capital, which may provide us with a lower overall cost of funding and the ability to hold larger loan sizes, among other things.

	Origination			Underwriting			Investment Committee			Legal Documentation and Post-Closing
•	Direct origination platform works to create enhanced yields and allows us to put in greater controls for loans in which our Manager originates and structures		•	Disciplined underwriting process leads to a highly selective approach		•	Focused on managing credit risk through comprehensive investment review process		•	Investment team works alongside external counsel to negotiate credit agreements and collateral liens
•	Platform drives increased deal flow, which provides for improved loan selectivity		•	Potential loans are screened based on four key criteria: company profile, state dynamics, regulatory matters and real estate asset considerations		•	The Investment Committee must approve each loan before commitment papers are issued		•	Emphasis is placed on financial covenants and limitations on actions that may be adverse to lenders
•       •	Allows for specific portfolio construction and a focus on higher quality companies   As of December 31, 2021, we had 89 active loans in our pipeline at various stages in the diligence process, and we had passed on 343 of 451 sourced loan opportunities due to, among other reasons, lack of collateral, lack of cash flow, stage of company, no previous experience and state dynamics		•	Other tools that we frequently use to verify data include, but are not limited to: appraisals, quality of earnings, environmental reports, site visits, anti-money laundering compliance, comparable company analyses and background checks		•	Members of the Investment Committee currently include: Leonard M. Tannenbaum, Jonathan Kalikow, Bernard D. Berman and Robyn Tannenbaum.		•	Portfolio is proactively managed to monitor ongoing performance, in some instances, through seats on borrowers’ boards of directors or board observer rights

Item 1A.

Risk Factors

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We were recently formed and have limited operating history, and may not be able to successfully operate our business, integrate new assets and/or manage our growth or to generate sufficient revenue to make or sustain distributions to our stockholders.

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Competition for the capital that we provide may reduce the return of our loans, which could adversely affect our operating results and financial condition.

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Our growth and success depends on our external manager, its key personnel and investment professionals, and it’s ability to make loans on favorable terms that satisfy our investment strategy and otherwise generate attractive risk-adjusted returns; thus, we may experience losses if our external manager overestimates projected yields or incorrectly prices the risks of our loans or if there are any adverse changes in our relationship with our Manager.

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Lending to companies operating in the cannabis industry which involves significant risks, including the risk of strict enforcement of federal cannabis laws against our borrowers, our borrowers’ inability to renew or otherwise maintain their licenses or other requisite authorizations for their cannabis operations, and lack of liquidity for such loans.

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Our ability to grow or maintain our business depends in part on state laws pertaining to the cannabis industry. New laws that are adverse to our borrowers may be enacted, and current favorable state or national laws or enforcement guidelines relating to cultivation, production and distribution of cannabis may be modified or eliminated in the future, which would impede our ability to grow our business under our current business plan and could materially adversely affect our business.

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As a debt investor, we are often not in a position to exert influence on borrowers, and the stockholders and management of such companies may make decisions that could decrease the value of loans made to such borrower.

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Our growth depends on external sources of capital, which may not be available on favorable terms or at all.

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Interest rate fluctuations could increase our financing costs, which could lead to a significant decrease in our results of operations, cash flows and the market value of our loans.

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Maintenance of our exemption from registration under the Investment Company Act of 1940 as amended (the “Investment Company Act”) may impose significant limits on our operation, and failure to maintain our exempt status under the Investment Company Act could have an adverse effect on our financial results.

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Failure to qualify as a REIT for U.S. federal income tax purposes would cause us to be taxed as a regular corporation, which would substantially reduce funds available for distributions to our stockholders.

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We may incur significant debt, and our governing documents and current credit facility contain no limit on the amount of debt we may incur.

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We may in the future pay distributions from sources other than our cash flow from operations, including borrowings, offering proceeds or the sale of assets, which means we will have less funds available for investments or less income-producing assets and your overall return may be reduced.

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the development and growth of applicable state cannabis markets (for example, the increase in additional dispensaries in certain states have diluted the value of the pre-existing dispensaries);

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the responsibility of complying with multiple and likely conflicting state and federal laws, including with respect to retail sale, distribution, cultivation and manufacturing of cannabis, licensing, banking, and insurance;

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unexpected changes in regulatory requirements and other laws, in particular licensing requirements;

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difficulties and costs of managing operations in certain locations;

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potentially adverse tax consequences;

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the impact of national, regional or state specific business cycles and economic instability; and

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access to capital may be more restricted, or unavailable on favorable terms or at all in certain locations.

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these companies may have limited financial resources and may be unable to meet their obligations, which may be accompanied by a deterioration in the value of any collateral securing our loan and a reduction in the likelihood of us realizing a return on our loan;

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they typically have shorter operating histories, narrower product lines and smaller market shares than larger and more established businesses, which tend to render them more vulnerable to competitors’ actions and market conditions (including conditions in the cannabis industry), as well as general economic downturns;

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they typically depend on the management talents and efforts of a small group of persons; therefore, the death, disability, resignation or termination of one or more of these persons could have a material adverse effect on such borrower and, in turn, on us;

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there are a limited number of management teams in the cannabis industry that have U.S. public company experience. As a result, the management team of a borrower may not be familiar with U.S. securities laws and may have to expend time and resources becoming familiar with such laws;

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there is generally less public information about these companies. Unless publicly traded, these companies and their financial information are generally not subject to the regulations that govern public companies, and we may be unable to uncover all material information about these companies, which may prevent us from making a fully informed lending decision and cause us to lose money on our loans;

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they generally have less predictable operating results and may require substantial additional capital to support their operations, finance expansion or maintain their competitive position;

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there is generally less market forecast information about the cannabis industry, making it difficult for our borrowers to forecast demand. If the market does not develop as a borrower expects, it could have a material adverse effect on its business;

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we, our executive officers and directors and our Manager may, in the ordinary course of business, be named as defendants in litigation arising from our loans to such borrowers and may, as a result, incur significant costs and expenses in connection with such litigation and/or related indemnification obligations;

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changes in laws and regulations, as well as their interpretations, may have a disproportionate adverse effect on their business, financial structure or prospects compared to those of larger and more established companies; and

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they may have difficulty accessing capital from other providers on favorable terms or at all.

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a complete or partial closure of, or other operational issues at, one or more of our borrowers’ locations resulting from government or such company’s actions;

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the temporary inability of consumers and patients to purchase our borrowers’ cannabis products due to a number of factors, including, but not limited to, illness, dispensary closures or limitations on operations, quarantine, financial hardship, and “stay at home” orders;

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difficulty accessing equity and debt capital on attractive terms, or at all, and a severe disruption and instability in the global financial markets or deteriorations in credit and financing conditions may affect our access to capital necessary to fund business operations and our borrowers’ ability to fund their business operations and meet their obligations to us;

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workforce disruptions for our borrowers, as a result of infections, quarantines, “stay at home” orders or other factors, could result in a material reduction in our borrowers’ cannabis cultivation, manufacturing, distribution and/or sales capacity;

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because of the federal regulatory uncertainty relating to the regulated cannabis industry, our borrowers have not been, and in the future likely will not be eligible, for financial relief available to other businesses;

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restrictions on public events for the regulated cannabis industry limit the opportunity for our borrowers to market and sell their products and promote their brands;

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delays in construction at the properties of our borrowers may adversely impact their ability to commence operations and generate revenues from projects;

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a general decline in business activity in the regulated cannabis industry would adversely affect our ability to grow our portfolio of loans to cannabis companies; and

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the potential negative impact on the health of our personnel, particularly if a significant number of them are impacted, would result in a deterioration in our ability to ensure business continuity during a disruption.

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The manufacturer, distribution, sale, or possession of cannabis that is not in compliance with the CSA is illegal under U.S. federal law. Strict enforcement of U.S. federal laws regarding cannabis would likely result in our borrowers’ inability to execute a business plan in the cannabis industry;

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Laws and regulations affecting the regulated cannabis industry are varied, broad in scope and subject to evolving interpretations, and may restrict the use of the properties our borrowers acquire or require certain additional regulatory approvals, which could materially adversely affect our loans to such borrowers;

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Our borrowers may have difficulty borrowing from or otherwise accessing the service of banks, which may inhibit our ability to open bank accounts or otherwise utilize traditional banking services;

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Our borrowers may have a difficult time obtaining financing in connection with our investment strategy;

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There may be no material aspect of our borrowers’ businesses that is protected by patents, copyrights, trademarks or trade names, and they may face strong competition from larger companies, including those that may offer similar products and services to our borrowers;

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U.S. federal courts may refuse to recognize the enforceability of contracts pertaining to any business operations that are deemed illegal under U.S. federal law, including cannabis companies operating legally under state law;

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Our borrowers may have a difficult time obtaining the various insurance policies that are needed to operate such businesses, which may expose us and our borrowers to additional risks and financial liabilities;

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Our borrowers are subject to unfavorable U.S. tax treatment under Section 280E of the Code;

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Our borrowers may be foreclosed from using bankruptcy courts;

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Assets collateralizing loans to cannabis businesses may be forfeited to the U.S. federal government in connection with government enforcement actions under U.S. federal law;

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U.S. Food and Drug Administration (the “FDA”)regulation of cannabis and the possible registration of facilities where cannabis is grown could negatively affect the cannabis industry, which could directly affect our financial condition and the financial condition of our borrowers;

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The cannabis industry may face significant opposition from other industries that perceive cannabis products and services as competitive with their own, including but not limited to the pharmaceutical industry, adult beverage industry and tobacco industry, all of which have powerful lobbying and financial resources; and

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Consumer complaints and negative publicity regarding cannabis-related products and services could lead to political pressure on states to implement new laws and regulations that are adverse to the cannabis industry, to not modify existing, restrictive laws and regulations, or to reverse current favorable laws and regulations relating to cannabis.

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general economic or market conditions;

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the market’s view of the quality of our assets;

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the market’s perception of our growth potential;

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the current regulatory environment with respect to our business; and

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our current and potential future earnings and cash distributions.

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our cash flow from operations may be insufficient to make required payments of principal of and interest on the debt we incur or we may fail to comply with all of the other covenants contained in such debt, which is likely to result in (i) acceleration of such debt (and any other debt containing a cross-default or cross-acceleration provision) that we may be unable to repay from internal funds or to refinance on favorable terms, or at all, (ii) our inability to borrow unused amounts under our financing arrangements, even if we are current in payments on borrowings under those arrangements, and/or (iii) the loss of some or all of our assets to foreclosure or sale;

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we may be unable to borrow additional funds as needed or on favorable terms, or at all;

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to the extent we borrow debt that bears interest at variable rates, increases in interest rates could materially increase our interest expense;

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our default under any loan with cross-default provisions could result in a default on other indebtedness;

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incurring debt may increase our vulnerability to adverse economic and industry conditions with no assurance that loan yields will increase with higher financing costs;

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we may be required to dedicate a substantial portion of our cash flow from operations to payments on the debt we may incur, thereby reducing funds available for operations, future business opportunities, stockholder distributions, including distributions currently contemplated or necessary to satisfy the requirements for REIT qualification, or other purposes; and

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we are not able to refinance debt that matures prior to the loan it was used to finance on favorable terms, or at all.

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limiting our ability to satisfy our financial obligations,;

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limiting our ability to obtain additional financing to fund our working capital needs, acquisitions, capital expenditures or other debt service requirements or for other purposes;

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limiting our ability to use operating cash flow in other areas of our business because we must dedicate a substantial portion of these funds to service debt;

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limiting our ability to compete with other companies who are not as highly leveraged, as we may be less capable of responding to adverse economic and industry conditions;

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restricting us from making strategic acquisitions, developing properties or exploiting business opportunities;

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restricting the way in which we conduct our business because of financial and operating covenants;

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covenants in the agreements governing our and our subsidiaries’ existing and future indebtedness;

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exposing us to potential events of default (if not cured or waived) under financial and operating covenants contained in our or our subsidiaries’ debt instruments that could have a material adverse effect on our business, financial condition and operating results;

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increasing our vulnerability to a downturn in general economic conditions; and

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limiting our ability to react to changing market conditions in our industry and in our borrowers’ industries.

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our financial condition and market conditions at the time; and

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restrictions in the agreements governing our indebtedness.

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authorize our Board, without your approval, to cause us to issue additional shares of our common stock or to raise capital through the creation and issuance of our preferred stock, debt securities convertible into common stock, options, warrants and other rights, on terms and for consideration as our Board in its sole discretion may determine;

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authorize “blank check” preferred stock, which could be issued by our Board without stockholder approval, subject to certain specified limitations, and may contain voting, liquidation, dividend and other rights senior to our common stock;

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establish a classified Board such that not all members of the Board are elected at each annual meeting of stockholders, which may delay the ability of our stockholders to change the membership of a majority of our Board;

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specify that only our Board, the chairman of our Board, our chief executive officer or president or, upon the written request of stockholders entitled to cast not less than a majority of the votes entitled to be cast, our secretary can call special meetings of our stockholders;

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establish advance notice procedures for stockholder proposals to be brought before an annual meeting of our stockholders, including proposed nominations of individuals for election to our Board;

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provide that a majority of directors then in office, even though less than a quorum, may fill any vacancy on our Board, whether resulting from an increase in the number of directors or otherwise;

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specify that no stockholder is permitted to cumulate votes at any election of directors;

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provide our Board the exclusive power to adopt, alter or repeal any provision of our Bylaws and to make new Bylaws; and

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require supermajority votes of the holders of our common stock to amend specified provisions of our Charter.

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80% of the votes entitled to be cast by holders of the then-outstanding shares of voting stock of such corporation; and

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two-thirds of the votes entitled to be cast by holders of voting stock of such corporation, other than shares held by the interested stockholder with whom or with whose affiliate the business combination is to be effected, or held by an affiliate or associate of the interested stockholder.

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we would not be allowed a deduction for distributions paid to stockholders in computing our taxable income and would be subject to U.S. federal income tax at regular corporate rates;

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we could be subject to increased state and local taxes; and

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unless we are entitled to relief under statutory provisions, we would not be able to re-elect to be taxed as a REIT for four taxable years following the year in which we were disqualified.

Item 1B.

Unresolved Staff Comments

Item 2.

Properties

Item 3.

Legal Proceedings

Item 4.

Mine Safety Disclosures

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Item 6.

Reserved

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operation

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organizational and offering expenses;

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quarterly valuation expenses;

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fees payable to third parties relating to, or associated with, making loans and valuing loans (including third-party valuation firms);

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fees and expenses associated with investor relations and marketing efforts (including attendance at investment conferences and similar events);

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federal and state registration fees;

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any exchange listing fees;

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federal, state and local taxes;

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independent directors’ fees and expenses;

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brokerage commissions;

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costs of proxy statements, stockholders’ reports and notices; and

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costs of preparing government filings, including periodic and current reports with the SEC.

Borrower	Status	Original Funding Date(1)	Maturity Date		AFCG Commitment, net of Syndication				% of Total AFCG			Principal Balance as of 12/31/2021				Cash Interest Rate			Paid In Kind (“PIK”)(7)		Fixed/ Floating	Amortization During Term		YTM (2)(3)
Public Co. A - Real Estate Loan	Funded	7/3/2019	1/26/2023		$	2,940,000			0.7%			$	2,940,000			12.0%			2.0%		Fixed	No		19%
Public Co. A - Equipment Loan	Funded	8/5/2019	3/5/2024			4,000,000			1.0%				2,533,266			12.0%			N/A		Fixed	Yes		19%
Private Co. A	Funded	5/8/2020	5/8/2024			62,500,000			14.9%				63,918,855			13.0%			3.4%		Fixed	Yes		22%
Private Co. B	Funded	9/10/2020	9/1/2023			10,500,000			2.5%				10,771,887			13.0%			4.0%		Fixed	Yes		26%
Private Co. C	Funded	11/5/2020	12/1/2025			24,000,000			5.7%				21,676,513			13.0%			4.0%		Floating	Yes		22%
Sub. of Public Co. D(4)	Funded	12/18/2020	12/18/2024			10,000,000			2.4%				10,000,000			12.9%			N/A		Fixed	No		14%
Private Co. D	Funded	12/23/2020	1/1/2026			12,000,000			2.8%				12,230,666			13.0%			2.0%		Fixed	Yes		20%
Private Co. E(8)	Funded	3/30/2021	4/1/2026			21,000,000			5.0%				19,871,580			13.0%			4.0%		Floating	Yes		26%
Private Co. F	Funded	4/27/2021	5/1/2026			13,000,000			3.1%				11,545,235			13.0%			4.0%		Fixed	Yes		29%
Sub of Private Co. G(5)	Funded	4/30/2021	5/1/2026			65,400,000			15.6%				46,717,825			12.5%			1.8%		Floating	Yes		20%
Sub of Private Co. H(6)	Funded	5/11/2021	5/11/2023			5,781,250			1.4%				5,781,250			15.0%			N/A		Fixed	No		20%
Public Co. F	Funded	5/21/2021	5/30/2023			60,000,000			14.3%				60,000,000			8.7%			N/A		Fixed	No		11%
Private Co. I	Funded	7/14/2021	8/1/2026			10,326,875			2.5%				10,425,205			13.0%			2.5%		Floating	Yes		18%
Private Co. K	Funded	8/20/2021	8/3/2026			19,750,000			4.7%				7,000,000			13.0%			N/A		Floating	Yes		18%
Private Co. J	Funded	8/30/2021	9/1/2025			23,000,000			5.5%				23,093,441			13.0%			2.0%		Floating	Yes		20%
Public Co. G(9)	Funded	11/12/2021	12/10/2024			15,000,000			3.6%				15,000,000			12.5%			N/A		Fixed	No		10%
Sub of Public Co. H	Funded	12/16/2021	1/1/2026			60,000,000			14.3%				42,500,000			9.8%			N/A		Fixed	No		14%
			SubTotal		$	419,198,125			100.0%			$	366,005,723			11.8%			1.8%					19%
																								Wtd Average

		As of December 31, 2021
		Fair Value(2)				Carrying Value(1)				Outstanding Principal(1)				Weighted Average Remaining Life (Years)(3)
Senior Term Loan		$	77,096,319			$	74,913,157			$	77,630,742				2.2
Total loans held at fair value		$	77,096,319			$	74,913,157			$	77,630,742				2.2

(1)	The difference between the carrying value and the outstanding principal amount of the loans consists of unaccreted OID, PIK and loan origination costs.

(2)	Refer to Note 14 to our annual consolidated financial statements titled “Fair Value.”

(3)	Weighted average remaining life is calculated based on the fair value of the loans as of December 31, 2021.

		As of December 31, 2020
		Fair Value(2)				Carrying Value(1)				Outstanding Principal(1)				Weighted Average Remaining Life (Years)(3)
Senior Term Loan		$	48,558,051			$	46,994,711			$	50,831,235				3.3
Total loans held at fair value		$	48,558,051			$	46,994,711			$	50,831,235				3.3

(1)	The difference between the carrying value and the outstanding principal amount of the loans consists of unaccreted OID, PIK and loan origination costs.

(2)	Refer to Note 14 to our annual consolidated financial statements titled “Fair Value.”

(3)	Weighted average remaining life is calculated based on the fair value of the loans as of December 31, 2020.

		Principal				Original Issue Discount				Unrealized Gains (Losses)				Fair Value
Total loans held at fair value at December 31, 2020		$	50,831,235			$	(3,836,524	)		$	1,563,340			$	48,558,051
Change in unrealized gains (losses) on loans at fair value, net			—				—				619,821				619,821
New fundings			37,701,104				(1,130,623	)			—				36,570,481
Loan repayments			(12,000,000	)			—				—				(12,000,000	)
Loan amortization payments			(1,093,659	)			—				—				(1,093,659	)
Accretion of original issue discount			—				2,249,563				—				2,249,563
PIK interest			2,192,062				—				—				2,192,062
Total loans held at fair value at December 31, 2021		$	77,630,742			$	(2,717,584	)		$	2,183,161			$	77,096,319

		Principal				Original Issue Discount				Fair Value
Loans acquired at July 31, 2020		$	46,080,605			$	(2,974,054	)		$	43,106,551
Realized gains (losses) on loans at fair value, net			345,000				—				345,000
Change in unrealized gains (losses) on loans at fair value, net			—				—				1,563,340
New fundings			16,360,000				(1,595,199	)			14,764,801
Loan repayments			(5,000,000	)			—				(5,000,000	)
Sale of loans			(7,345,000	)			—				(7,345,000	)
Accretion of original issue discount			—				732,729				732,729
PIK interest			390,630				—				390,630
Total loans held at fair value at December 31, 2020		$	50,831,235			$	(3,836,524	)		$	48,558,051

		As of December 31, 2021
		Outstanding Principal(1)				Original Issue Discount				Carrying Value(1)				Weighted Average Remaining Life (Years)(2)
Senior Term Loans		$	270,841,715			$	(13,678,219	)		$	257,163,496				3.4
Total loans held at carrying value		$	270,841,715			$	(13,678,219	)		$	257,163,496				3.4

(1)	The difference between the Carrying Value and the Outstanding Principal amount of the loans consists of unaccreted OID, PIK and loan origination costs.

(2)	Weighted average remaining life is calculated based on the carrying value of the loans as of December 31, 2021.

		As of December 31, 2020
		Outstanding Principal(1)				Original Issue Discount				Carrying Value(1)				Weighted Average Remaining Life (Years)(2)
Senior Term Loans		$	33,907,763			$	(2,070,732	)		$	31,837,031				4.7
Total loans held at carrying value		$	33,907,763			$	(2,070,732	)		$	31,837,031				4.7

(1)	The difference between the Carrying Value and the Outstanding Principal amount of the loans consists of unaccreted OID, PIK and loan origination costs.

(2)	Weighted average remaining life is calculated based on the carrying value of the loans as of December 31, 2020.

		Principal				Original Issue Discount				Carrying Value
Total loans held at carrying value at December 31, 2020		$	33,907,763			$	(2,070,732	)		$	31,837,031
New fundings			249,591,644				(14,941,001	)			234,650,643
Accretion of original issue discount			—				3,333,514				3,333,514
Realized gain on sale of loans			450,000				—				450,000
Sale of loans			(15,450,000	)			—				(15,450,000	)
PIK interest			2,342,308				—				2,342,308
Total loans held at carrying value at December 31, 2021		$	270,841,715			$	(13,678,219	)		$	257,163,496

		Principal				Original Issue Discount				Carrying Value
Loans at July 31, 2020		$	—			$	—			$	—
New fundings			33,875,985				(2,120,969	)			31,755,016
Accretion of original issue discount			—				50,237				50,237
PIK interest			31,778				—				31,778
Total loans held at carrying value at December 31, 2020		$	33,907,763			$	(2,070,732	)		$	31,837,031

		Principal				Original Issue Discount				Carrying Value
Total loans receivable at carrying value at December 31, 2020		$	3,352,176			$	(3,913	)		$	3,348,263
Principal repayment of loans			(818,910	)			—				(818,910	)
Accretion of original issue discount			—				1,235				1,235
Total loans receivable at carrying value at December 31, 2021		$	2,533,266			$	(2,678	)		$	2,530,588

		Principal				Original Issue Discount				Carrying Value
Loan receivable acquired at July 31, 2020		$	3,700,718			$	(4,428	)		$	3,696,290
Principal repayment of loans			(348,542	)			—				(348,542	)
Accretion of original issue discount			—				515				515
Total loans receivable at carrying value at December 31, 2020		$	3,352,176			$	(3,913	)		$	3,348,263

		For the year ended December 31, 2021				Period from July 31,2020 to December 31, 2020
Net Income		$	21,000,497			$	4,313,632
Adjustments to net income
Non-cash equity compensation expense			1,745,872				—
Depreciation and amortization			—				—
Unrealized (gain), losses or other non-cash items			(619,821	)			(1,563,340	)
Provision for current expected credit losses			2,649,338				465,397
TRS (income) loss			(93,969	)			—
One-time events pursuant to changes in GAAP and certain non-cash charges			—				—
Distributable Earnings		$	24,681,917			$	3,215,689
Adjustments to Distributable Earnings
Organizational expense			—				616,190
Adjusted Distributable Earnings		$	24,681,917			$	3,831,879
Basic weighted average shares of common stock outstanding (in shares)			13,373,778				5,694,475
Adjusted Distributable Earnings per Basic Weighted Average Share		$	1.85			$	0.67

Senior Notes

Issue Date

Amount Outstanding

Interest Rate Coupon

Maturity Date

Interest Due Dates

Par Call Date

2027 Senior Notes

November 3, 2021

$100.0 million

5.750%

May 1, 2027

May 1 and November 1

February 1, 2027

		Year ended December 31, 2021				Period ended December 31, 2020
Net Income		$	21,000,497			$	4,313,632
Adjustments to reconcile net income to net cash provided by (used in) operating activities and changes in operating assets and liabilities			(11,461,935	)			(2,794,776	)
Net cash provided by (used in) operating activities			9,538,562				1,518,856
Net cash provided by (used in) investing activities			(248,458,088	)			(32,426,275	)
Net cash provided by (used in) financing activities			338,541,754				40,531,239
Change in cash and cash equivalents		$	99,622,228			$	9,623,820

		Less than 1 year				1-3 years				3-5 years				More than 5 years				Total
Unfunded commitments		$	55,538,620				—				—				—			$	55,538,620
Total		$	55,538,620				—				—				—			$	55,538,620

		Less than 1 year				1-3 years				3-5 years				More than 5 years				Total
Contractual obligations		$	5,718,056			$	11,500,000			$	11,500,000			$	102,875,000			$	131,593,056
Total		$	5,718,056			$	11,500,000			$	11,500,000			$	102,875,000			$	131,593,056

●

Level 1—Valuations based on quoted prices in active markets for identical assets or liabilities that we have the ability to access.

●

Level 2—Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

●

Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

●

we manage our portfolio through an interactive process with our Manager and service our self-originated loans through our Manager’s servicer;

●

we invest in a mix of floating- and fixed-rate loans to mitigate the interest rate risk associated with the financing of our portfolio;

●

we actively employ portfolio-wide and asset-specific risk measurement and management processes in our daily operations, including utilizing our Manager’s risk management tools such as software and services licensed or purchased from third-parties and proprietary analytical methods developed by our Manager; and

●

we seek to manage credit risk through our due diligence process prior to origination or acquisition and through the use of non-recourse financing, when and where available and appropriate. In addition, with respect to any particular target investment, prior to origination or acquisition our Manager’s investment team evaluates, among other things, relative valuation, comparable company analysis, supply and demand trends, shape-of-yield curves, delinquency and default rates, recovery of various sectors and vintage of collateral.

Item 8.

Consolidated Financial Statements and Supplementary Data

Item 9.

Changes In and Disagreements With Accountants on Accounting and Financial Disclosure

Item 9A.

Controls and Procedures

Item 9B.

Other Information

Item 10.

Directors, Executive Officers and Corporate Governance

Item 11.

Executive Compensation

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item 13.

Certain Relationships and Related Party Transactions, and Director Independence

Item 14.

Principal Accountant Fees and Services

Item 15.

Exhibits and Financial Statement Schedules

Exhibit No.	​	Document
3.1	​	Articles of Amendment and Restatement of AFC Gamma, Inc. (filed as Exhibit 3.2 to the Company’s Registration Statement on Form S-11 on January 22, 2021 and incorporated herein by reference).
3.1A*	​	Articles of Amendment, dated March 10, 2022.
3.4	​	Amended and Restated Bylaws of AFC Gamma, Inc. (filed as Exhibit 3.4 to the Company’s Registration Statement on Form S-11 on January 22, 2021 and incorporated herein by reference).
4.1*	​	Description of Capital Stock.
4.2	​	Indenture, dated as of November 3, 2021, between the Company and TMI Trust Company, as trustee (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K on November 3, 2021 and incorporated herein by reference).
4.3	​	Form of 5.750% Senior Notes due 2027 (included in Exhibit 4.2).
10.1	​	Amended and Restated Management Agreement, dated January 14, 2021 by and between AFC Gamma, Inc. and AFC Management, LLC (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K on March 23, 2021 and incorporated herein by reference).
10.1A*		First Amendment to Amended and Restated Management Agreement, dated March 10, 2022 by and between AFC Gamma, Inc. and AFC Management, LLC.
10.2	​	Form of Indemnification Agreement between the Registrant and each of its directors and officers (filed as Exhibit 10.2 to the Company’s Registration Statement on Form S-11 on January 22, 2021 and incorporated herein by reference).
10.3	​	Form of Indemnification Agreement between Registrant and each of the Investment Committee members (filed as Exhibit 10.3 to the Company’s Registration Statement on Form S-11 on January 22, 2021 and incorporated herein by reference).
10.4	​	Form of Registration Rights Agreement, by and among AFC Gamma, Inc. and the holders thereto (filed as Exhibit 10.4 to the Company’s Registration Statement on Form S-11 on December 28, 2020 and incorporated herein by reference).
10.5§	​	2020 Stock Incentive Plan (filed as Exhibit 10.5 to the Company’s Registration Statement on Form S-11 on January 22, 2021 and incorporated herein by reference).
10.6	​	Secured Revolving Credit Agreement, dated August 18, 2020, by and among AFC Gamma, Inc., as borrower, AFC Finance, LLC, as agent, and AFC Finance, LLC and Gamma Lending Holdco LLC, as lenders (filed as Exhibit 10.6 to the Company’s Registration Statement on Form S-11 on December 28, 2020 and incorporated herein by reference).
10.6A	​	Amendment to Revolving Credit Agreement, dated as of May 7, 2021, by and among AFC Gamma, Inc., as borrower, AFC Finance, LLC, as agent, and AFC Finance, LLC and Gamma Lending Holdco LLC, as lenders (filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q on May 11, 2021 and incorporated herein by reference).
10.6B	​	Second Amendment to Revolving Credit Agreement, dated as of November 3, 2021, by and among AFC Gamma, Inc., as borrower, and AFC Finance, LLC, as and lender (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K on November 3, 2021 and incorporated herein by reference).
10.10§	​	Employment Agreement, dated as of August 2, 2021, between AFC Management, LLC and Brett Kaufman (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K on August 5, 2021 and incorporated herein by reference).

21.1*	​	List of Subsidiaries of the Registrant.
23.1*	​	Consent of CohnReznick LLP, independent registered public accounting firm.
31.1**		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2**		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*		Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

Item 16.

Form 10-K Summary