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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): May 19, 2022

 

AFC GAMMA, 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.)

 

525 Okeechobee Blvd., Suite 1770

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 5.07Submission of Matters to a Vote of Security Holders.

 

On May 19, 2022, AFC Gamma, Inc. (the “Company”) held its 2022 Annual Meeting of Shareholders (the “2022 Annual Meeting”). At the 2022 Annual Meeting, the shareholders of the Company’s common stock voted on (i) the reelection of three director nominees (Proposal 1) and (ii) the ratification of the appointment of CohnReznick LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022 (Proposal 2). The results of the votes are set forth below.

 

Proposal 1 – Election of Class II Directors

 

The Company’s shareholders voted in favor of the reelection of each of the three Class II director nominees for a term of office expiring at the 2025 Annual Meeting of Shareholders or, in each case, until their successors are duly elected and qualified.

 

   For   Withhold   Broker Non-Vote 
Jonathan Kalikow   11,293,656    402,952    3,972,781 
Jodi Hanson Bond   9,053,117    2,643,491    3,972,781 
Robert Levy   11,191,374    505,234    3,972,781 

 

Proposal 2 – Ratification of Appointment of CohnReznick LLP

 

The Company’s shareholders approved the ratification of the appointment of CohnReznick LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022.

 

For   Against   Abstain   Broker Non-Vote 
 15,632,592    25,307    11,490    - 

 

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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.

 

Date: May 20, 2022 AFC GAMMA, INC.
     
  By:

/s/ Brett Kaufman

    Brett Kaufman
    Chief Financial Officer

 

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