ITEM 1.01 Entry into a Material Definitive Agreement.
On January 14, 2021, AFC Gamma, Inc., a Maryland corporation (the "Company")
entered into an amended and restated management agreement (the "Amended and
Restated Management Agreement") with AFC Management, LLC, which became effective
upon listing of the Company's common stock, $0.01 par value per share (the
"Common Stock") on the Nasdaq Stock Market LLC ("Nasdaq") on March 19, 2021. The
Company's board of directors previously approved the Amended and Restated
Management Agreement to be effective upon the trading of the Company's Common
Stock on Nasdaq. A description of certain provisions of the Amended and Restated
Management Agreement is set forth in the section titled "Our Manager and Our
Management Agreement" in the final prospectus dated March 18, 2021 and filed
with the U.S. Securities and Exchange Commission on March 19, 2021, pursuant to
Rule 424(b) under the Securities Act of 1933, as amended, relating to the
Registration Statement on Form S-11, as amended (File No. 333-251762) (the
"Prospectus").
The foregoing description of the Amended and Restated Management Agreement is
qualified in its entirety by reference to the full text of the Amended and
Restated Management Agreement, which is filed as Exhibit 10.1 hereto and is
incorporated by reference herein.
ITEM 5.03 Amendments to Certificate of Incorporation or Bylaws; Change
in Fiscal Year.
Effective as of March 19, 2021, the Company adopted amended and restated bylaws
(the "Restated Bylaws") in connection with the trading of the Company's Common
Stock on Nasdaq. The Company's board of directors and stockholders previously
approved the Restated Bylaws, to be effective upon the trading of the Company's
Common Stock on Nasdaq. A description of certain provisions of the Restated
Bylaws is set forth in the section titled "Description of Capital Stock" in the
Prospectus.
The foregoing description of the Restated Bylaws is qualified in its entirety by
reference to the full text of the Restated Bylaws, which are filed as Exhibit
3.1 hereto and are incorporated by reference herein.
ITEM 8.01 Other Events.
On March 23, 2021, the Company completed its initial public offering ("IPO") of
6,250,000 shares of its Common Stock at a price to the public of $19.00 per
share. The Company has granted the underwriters a 30-day option to purchase up
to an additional 937,500 shares of Common Stock at the initial public offering
price, less discounts and commissions. The gross proceeds to the Company from
the IPO were $118.8 million, before deducting underwriting discounts and
commissions and offering expenses payable by the Company and assuming the
underwriters do not exercise their option to purchase additional shares.
ITEM 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
3.1 Amended and Restated Bylaws of AFC Gamma, Inc. (incorporated by
reference to Exhibit 3.4 to the Company's Registration Statement on
Form S-11, as amended (File No. 333-251762)).
10.1 Amended and Restated Management Agreement, dated January 14, 2021,
by and between AFC Gamma, Inc. and AFC Management, LLC.
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