SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 18, 2023
AFC GAMMA, INC.
(Exact name of Registrant as Specified in Its Charter)
|(State or Other Jurisdiction of Incorporation)||(Commission File Number)||(IRS Employer Identification No.)|
525 Okeechobee Blvd., Suite 1650
West Palm Beach, FL, 33401
(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):
|☐||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|
|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 5.07 Submission of Matters to a Vote of Security Holders.
On May 18, 2023, AFC Gamma, Inc. (the “Company”) held its 2023 Annual Meeting of Shareholders (the “2023 Annual Meeting”). At the 2023 Annual Meeting, the shareholders of the Company’s common stock voted on (i) the reelection of two 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, 2023 (Proposal 2). The results of the votes are set forth below.
Proposal 1 – Election of Class III Directors
The Company’s shareholders voted in favor of the reelection of each of the two Class III director nominees for a term of office expiring at the 2026 Annual Meeting of Shareholders or, in each case, until their successors are duly elected and qualified.
| || ||For|| ||Withheld|| ||Broker Non-Vote|
|Alexander Frank|| ||8,639,812|| ||2,669,690|| ||3,719,444|
|Marnie Sudnow|| ||9,240,864|| ||2,068,638|| ||3,719,444|
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, 2023.
|For|| ||Against|| ||Abstain|| ||Broker Non-Vote|
|14,892,546|| ||107,654|| ||28,746|| ||-|
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.
|AFC GAMMA, INC.|
|By:||/s/ Brandon Hetzel|
|Chief Financial Officer and Treasurer|
|Date: May 19, 2023|