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Share Name | Share Symbol | Market | Type |
---|---|---|---|
AFC Gamma Inc | NASDAQ:AFCG | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 12.39 | 12.37 | 12.45 | 0 | 01:00:00 |
Maryland
|
85-1807125
|
(State or other jurisdiction of
|
(I.R.S. Employer
|
incorporation or organization)
|
Identification No.)
|
Large accelerated filer
|
□
|
Accelerated filer
|
□
|
|
Non-accelerated filer
|
☑
|
Smaller reporting company
|
□
|
|
Emerging growth company
|
☑
|
|||
Title of
Securities
To Be Registered
|
Amount
To Be
Registered(1)
|
Proposed
Maximum
Offering
Price
Per Share
|
Proposed
Maximum
Aggregate
Offering
Price
|
Amount Of
Registration
Fee
|
Common Stock, $0.01 par value per share
|
601,965(2) shares
|
$20.17(3)
|
$12,141,634.05(3)
|
$1,125.53(3)
|
(1)
|
This Registration Statement covers, in addition to the number of shares of AFC Gamma, Inc., a
Maryland corporation (the “Company” or the “Registrant”), common stock, par value $0.01 per share (the “Common Stock”), stated above, options and other rights to purchase or acquire the shares of Common Stock covered by this Registration
Statement and, pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), an additional indeterminate number of shares, options and rights that may be offered or issued pursuant to the AFC Gamma, Inc. Stock
Incentive Plan (the “Plan”) as a result of one or more adjustments under the Plan to prevent dilution resulting from one or more stock splits, stock dividends or similar transactions.
|
(2)
|
Represents the 601,965 additional authorized shares of Common Stock that may be offered pursuant to the Plan.
|
(3)
|
Pursuant to Securities Act Rule 457(h) and 457(c), the maximum offering price, per share and in the aggregate, and the registration fee were calculated based
upon the average of the high price of $20.33 and low price of $20.00 of the Company’s Common Stock on January 7, 2022, as quoted on the Nasdaq Global Market.
|
The Exhibit Index for this Registration Statement is at page 5.
|
Item 3. |
Incorporation of Certain Documents by Reference
|
|
(a) |
The Company’s Registration Statement on Form S-11 filed with the Commission on January 3, 2022 (Commission File No. 333-261977), which contains the Registrant’s audited financial
statements as of December 31, 2020 and for the period July 31, 2020 (date of commencement of operations) to December 31, 2020 and the Registrant’s unaudited financial statements as of September 30, 2021 and for the nine months ended September
30, 2021.
|
|
(b) |
The Company’s Prospectus filed with the Commission on January 7, 2022 pursuant to Rule 424(b) under the Securities Act, relating to the Registration Statement on Form S-11, as amended
(Commission File No. 333-261977).
|
|
(c) |
The Company’s Registration Statement on Form S-8, filed with the Commission on March 19, 2021 (Commission File No. 333-254480).
|
|
(d) |
The Company’s Quarterly Reports on Form 10-Q for its fiscal quarters ended March 31, 2021, June 30, 2021 and September 30, 2021 (each, Commission File No. 001-39995).
|
|
(e) |
The Company’s Current Reports on Form 8-K and 8-K/A, filed with the Commission on March 23, 2021, March 26, 2021, June 28, 2021, July 6, 2021, August 5, 2021 (with respect to Item 5.02
and Exhibit 10.1 of Item 9.01 only), September 13, 2021, October 1, 2021, October 4, 2021, October 6, 2021 (with respect to Item 8.01 only), October 26, 2021, November 3, 2021, November 12, 2021, November 22, 2021, December 22, 2021 and
January 3, 2022 (each, Commission File No. 001-39995).
|
|
(f) |
The description of the Company’s Common Stock contained in its Registration Statement on Form 8-A filed on February 3, 2021 (Commission File No. 001-39995), under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), and any amendment or report filed for the purpose of updating such description.
|
Item 5. |
Interests of Named Experts and Counsel
|
Item 8. |
Exhibits
|
Exhibit
Number
|
Description of Exhibit
|
|
|
AFC Gamma, Inc. Stock Incentive Plan (Filed as Exhibit 10.5 to the Company’s Registration Statement on Form S-11 (File No. 333-251762), initially filed with the Commission on December 28,
2020, as amended on January 22, 2021, February 3, 2021, February 11, 2021 and February 16, 2021).
|
|
Opinion of Venable LLP (opinion re legality).
|
|
Consent of CohnReznick LLP (consent of independent registered public accounting firm).
|
|
Consent of Counsel (included in Exhibit 5.1).
|
|
Consent of Davidson & Company LLP, independent auditors of Devi Holdings, Inc.
|
|
Consent of CohnReznick LLP, independent auditors of JG HoldCo LLC
|
|
Consent of Macias Gini & O’Connell LLP, independent auditors of Verano Holdings, LLC and Subsidiaries
|
|
Consent of Marcum LLP, independent registered public accounting firm of Acreage Holdings, Inc.
|
|
Power of Attorney (included in this Registration Statement under “Power of Attorney”).
|
AFC Gamma, Inc.
|
||
By:
|
/s/ Leonard M. Tannenbaum
|
|
|
Leonard M. Tannenbaum
|
|
|
Chief Executive Officer |
Signature
|
Title
|
Date
|
||
/s/ Leonard M. Tannenbaum
|
Chief Executive Officer and Director (Principal Executive Officer)
|
January 10, 2022
|
||
Leonard M. Tannenbaum
|
||||
/s/ Brett Kaufman
|
Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)
|
January 10, 2022
|
||
Brett Kaufman
|
||||
/s/ Jonathan Kalikow
|
Head of Real Estate and Director
|
January 10, 2022
|
||
Jonathan Kalikow
|
||||
/s/ Robert Levy
|
Director
|
January 10, 2022
|
||
Robert Levy
|
||||
/s/ Jodi Hanson Bond
|
Director
|
January 10, 2022
|
||
Jodi Hanson Bond
|
||||
/s/ Thomas Harrison
|
Director
|
January 10, 2022
|
||
Thomas Harrison
|
||||
/s/ Alexander Frank
|
Director
|
January 10, 2022
|
||
Alexander Frank
|
||||
/s/ Tomer Tzur
|
Director
|
January 10, 2022
|
||
Tomer Tzur
|
1 Year AFC Gamma Chart |
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