Maryland
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85-1807125
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☑
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Smaller reporting company
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☐
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Emerging growth company
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☑
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Title of
Securities
To Be Registered
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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
|
926,898(2)
shares
|
$14.80(3)
|
$13,718,090.40(3)
|
$1,496.65(3)
|
1,173,102(4)
shares
|
$19.00(5)
|
$22,288,938(5)
|
$2,431.73(5)
|
(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.
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(2) |
Represents 926,898 shares of Common Stock issuable upon the exercise of options to purchase shares of the Registrant’s Common Stock outstanding under the Plan.
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(3) |
Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee. The offering price per share and the aggregate offering price are based upon $14.80, which is the weighted-average
exercise price for common stock options outstanding under the Plan.
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(4) |
Represents 1,173,102 additional authorized shares that may be offered pursuant to the Plan.
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(5) |
Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h) under the Securities Act based on the initial public offering price per share of Common Stock of $19.00 per share
as set forth in the Registrant’s Registration Statement on Form S-11 (File No. 333-251762), effective as of March 18, 2021.
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Item 3. |
Incorporation of Certain Documents by Reference
|
|
(a) |
Amendment No. 6 to the Company's Registration Statement on Form S-11 filed with the Commission on March 16, 2021 (Commission File
No. 333-251762), 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.
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(b) |
The Company's Prospectus to be filed on or about March 22, 2021 pursuant to Rule 424(b) under the Securities Act, relating to the Registration Statement on Form S-11, as amended (Commission File No. 333-251762).
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(c) |
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 Exchange Act of 1934, as amended (the "Exchange Act"), and any amendment or report filed for the purpose of updating such description.
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Item 4. |
Description of Securities
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Item 5. |
Interests of Named Experts and Counsel
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Item 6. |
Indemnification of Directors and Officers
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Item 7. |
Exemption from Registration Claimed
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Item 8. |
Exhibits
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Item 9. |
Undertakings
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Exhibit
Number
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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).
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Opinion of Venable LLP (opinion re legality).
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Consent of CohnReznick LLP (consent of independent registered public accounting firm).
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Consent of Counsel (included in Exhibit 5.1).
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Power of Attorney (included in this Registration Statement under “Power of Attorney”).
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AFC Gamma, Inc.
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||
By:
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/s/ Leonard M. Tannenbaum | |
Leonard M. Tannenbaum
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||
Chief Executive Officer
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Signature
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Title
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Date
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||
/s/ Leonard M. Tannenbaum |
Chief Executive Officer and Director (Principal Executive Officer)
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March 19, 2021
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||
Leonard M. Tannenbaum
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||||
/s/ Thomas Geoffroy |
Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)
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March 19, 2021
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||
Thomas Geoffroy
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||||
/s/ Jonathan Kalikow |
Head of Real Estate and Director
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March 19, 2021
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||
Jonathan Kalikow
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||||
/s/ Robert Levy |
Director
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March 19, 2021
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||
Robert Levy
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||||
/s/ Jodi Hanson Bond |
Director
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March 19, 2021
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||
Jodi Hanson Bond
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||||
/s/ Thomas Harrison |
Director
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March 19, 2021
|
||
Thomas Harrison
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||||
/s/ Alexander Frank |
Director
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March 19, 2021
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||
Alexander Frank
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||||
/s/ Tomer Tzur |
Director
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March 19, 2021
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||
Tomer Tzur
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Re: |
Registration Statement on Form S-8
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Very truly yours,
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/s/ Venable LLP
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