AFCG holders OK BDC shift; asset coverage 150%; new advisory deal

Advanced Flower Capital Inc. (AFCG) reported shareholder approvals tied to its planned conversion from a REIT to a business development company (BDC).

Rhea-AI Filing Summary

Advanced Flower Capital Inc. (AFCG) reported shareholder approvals tied to its planned conversion from a REIT to a business development company (BDC). Shareholders approved a new 1940 Act–compliant investment advisory agreement with AFC Management, LLC, and authorized applying the BDC reduced asset coverage standard.

The investment advisory agreement was approved with 13,174,530 votes for, 541,875 against, and 124,887 abstentions. The reduced asset coverage requirement—permitting leverage at a 150% asset coverage ratio instead of 200%—was approved with 12,903,849 votes for, 790,942 against, and 146,501 abstentions. As of the September 15, 2025 record date, 22,594,541 common shares were outstanding and entitled to vote.

Insights

BDC/REIT governance analyst

Shareholders cleared key BDC steps, including 150% asset coverage.

AFCG obtained shareholder approval for two core elements of a BDC framework: a 1940 Act–compliant advisory agreement with AFC Management, LLC and application of the 150% asset coverage requirement. These steps align corporate governance and leverage policy with BDC norms.

The advisory agreement approval (13,174,530 for) formalizes external management under the 1940 Act. The reduced asset coverage approval (12,903,849 for) permits higher statutory leverage than a 200% coverage level. Actual borrowing and portfolio risk will still depend on board decisions and market conditions.

The company also noted a press release on November 6, 2025 announcing these results. Subsequent filings may detail the conversion’s effective timing and any operational transitions under the new structure.

8-K Event Classification

3 items: 5.07, 8.01, 9.01

3 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did AFCG shareholders approve related to the BDC conversion?

They approved a 1940 Act–compliant investment advisory agreement with AFC Management, LLC and applying the BDC reduced asset coverage requirement of 150%.

What were the vote totals for AFCG’s investment advisory agreement?

Votes were 13,174,530 for, 541,875 against, and 124,887 abstentions.

How did AFCG shareholders vote on the 150% asset coverage requirement?

Votes were 12,903,849 for, 790,942 against, and 146,501 abstentions.

How many AFCG shares were entitled to vote at the special meeting?

22,594,541 common shares were outstanding and entitled to vote as of September 15, 2025.

What does a 150% asset coverage requirement mean for AFCG?

It permits higher leverage than a 200% coverage level, consistent with Section 61(a)(2) of the Investment Company Act of 1940.

Who is AFCG’s external manager under the new advisory agreement?

AFC Management, LLC.

Did AFCG issue a press release about the vote results?

Yes. A press release dated November 6, 2025 was furnished as Exhibit 99.1.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 11/06/2025 - 04:50 PM Learn about SEC filing dates

0001822523false00018225232025-11-062025-11-06

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 6, 2025

ADVANCED FLOWER CAPITAL INC.

(Exact name of Registrant as Specified in Its Charter)

Maryland			001-39995			85-1807125
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(IRS Employer Identification No.)

477 S. Rosemary Ave., Suite 301

West Palm Beach, FL, 33401

(Address of principal executive offices, including zip code)

561-510-2390

(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

Trading Symbol(s)

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. ☐

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Item 5.07 Submission of Matters to a Vote of Security Holders.

On November 6, 2025, Advanced Flower Capital Inc. (the “Company”) held a special meeting of shareholders (the “Special Meeting”). At the Special Meeting, shareholders of the Company’s common stock considered and voted on proposals intended to facilitate the conversion of the Company (the “Conversion”) from a real estate investment trust to a business development company regulated under the Investment Company Act of 1940, as amended (the “1940 Act”), which are described below and in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on September 16, 2025. As of the record date of September 15, 2025, there were 22,594,541 outstanding shares of common stock entitled to vote at the Special Meeting, at which quorum was present. The final voting results on the matters submitted to shareholders at the Special Meeting are set forth below.

Proposal I—Approval of Investment Advisory Agreement

The Company’s shareholders voted to approve a new, 1940 Act-compliant investment advisory agreement by and between the Company and AFC Management, LLC, the Company’s external manager, which would replace the existing management agreement (the “Investment Advisory Agreement”).

Votes For						Votes Against						Abstain
13,174,530						541,875						124,887

The approval of the Investment Advisory Agreement required the affirmative vote of the lesser of: (A) the holders of 67% or more of the total outstanding shares present at the Special Meeting, if the holders of more than 50% of the total outstanding shares entitled to vote on the matter, are present or represented by proxy; or (B) the holders of a majority of the total outstanding shares entitled to vote on the matter.

Proposal II—Approval of Application of Reduced Asset Coverage Requirements to the Company

The Company’s shareholders voted to approve the application of the reduced asset coverage requirements in Section 61(a)(2) of the Investment Company Act of 1940, as amended, to the Company, which would permit the Company to increase the maximum amount of leverage that it would otherwise be permitted to incur by reducing the asset coverage requirement applicable to the Company from 200% to 150% (the “Reduced Asset Coverage Requirement”).

Votes For						Votes Against						Abstain
12,903,849						790,942						146,501

The approval of the Reduced Asset Coverage Requirement required the affirmative vote of the majority of votes cast on the proposal.

Item 8.01 Other Events.

On November 6, 2025, the Company issued a press release related to the Conversion and announcing the results of the Special Meeting. A copy of the press release is furnished as Exhibit 99.1 hereto.

Item 9.01    Financial Statements and Exhibits.

(d)Exhibits

Exhibit No.						Description
99.1						Press Release issued by Advanced Flower Capital Inc. on November 6, 2025.

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SIGNATURES

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.

			ADVANCED FLOWER CAPITAL INC.
			By:			/s/ Brandon Hetzel
						Brandon Hetzel
						Chief Financial Officer and Treasurer
Date: November 6, 2025

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