Item 2.01. Completion of Acquisition or Disposition of Assets.
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.
(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.
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