Advanced Flower Capital Inc 2024年度报告

FORM10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31, 2024 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from __________ to __________ Commission File Number:001-39995 ADVANCED FLOWER CAPITAL INC. (Exact name of registrant as specified in its charter) Maryland85-1807125(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification Number) 477 S. Rosemary Ave.,Suite 301,West Palm Beach,FL33401(Address of principal executive offices) (Zip Code) (561)510-2390(Registrant’s telephone number, including area code) AFC GAMMA, INC.525 Okeechobee Blvd., Suite 1650West Palm Beach, FL 33401(Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Title of each classTrading Symbol(s)Name of each exchange on which registeredCommon Stock, $0.01 par value per shareAFCGThe Nasdaq Stock Market LLC Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YesoNox Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management assessment of the effectiveness ofits internal controls over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.o If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.o Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to (§240.10D-1(b)).o Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ The approximate aggregate market value of 16,543,003 shares of voting common stock held by non-affiliates of the registrant, as ofJune30, 2024, based upon the last sale price reported on the Nasdaq Stock Market (the “Nasdaq”) was $201,813,884, which does notreflect the market value of the Company after the Spin-Off (as defined below) of Sunrise Realty Trust, Inc., which was completed onJuly 9, 2024. The determination of affiliate status is solely for the purpose of this report and shall not be construed as an admission forthe purposes of determining affiliate status. Common stock, $0.01 par value per share DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement for its 2025 Annual Meeting of Shareholders (to be filed with the Securities andExchangeCommission on or before April 30,2025)are incorporated by reference into Part III of this Form 10-K. TABLE OF CONTENTS SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K (this “Annual Report”), filed by Advanced Flower Capital Inc. (f/k/a AFC Gamma, Inc.) (the“Company,” “AFC”, “we,” “us,” and “our”), and the information incorporated by reference herein, or made in other reports, filingswith the SEC, and press releases contain “forward-looking statements” within the meaning of the Private Securities Litigation ReformAct of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, asamended, and we intend s