See “Proposal 1 — Election of Directors” for information concerning the business experience of Mr. Tannenbaum and Mr. Kalikow. Information concerning the business experience of our other executive officers is set forth below.

Other than between Mr. Leonard Tannenbaum and Mrs. Robyn Tannenbaum, who are husband and wife, there are no family relationships between or among any of our executive officers or directors.

AFC GAMMA, INC. | 2023 PROXY STATEMENT17

We do not have any employees nor do we intend to hire any employees who will be compensated directly by us. Our loans are sourced and overseen by the members of our senior team, which currently consists of over 20 investment and other professionals who are employees of our Manager and/or its affiliates.team. Each of our executive officers, including each executive officer who serves as a director, is employed by our Manager and/or its affiliates and receives compensation for his or her services, including services performed on our behalf, from our Manager and/or its affiliates, as applicable, except we may award equity-based incentive awards for our executive officers under our 2020 Stock Incentive Plan. Instead, we pay our Manager the fees described under “Management Compensation” in our 2022 Annual Report on Form 10-K and we indirectly bear the costs of the compensation paid to certain of our executive officers through expense reimbursements we pay to our Manager or its affiliates, as applicable. Pursuant to our Management Agreement, we reimburse our Manager or its affiliates, as applicable, for our fair and equitable allocable share of the compensation, including annual base salary, bonus, any related withholding taxes and employee benefits, paid to (i) subject to review by the Compensation Committee of our Board, our Manager’s personnel serving as our Chief Executive Officer (except when the Chief Executive Officer serves as a member of the Investment Committee prior to the consummation of an internalization transaction of our Manager by us), General Counsel, Chief Compliance Officer, Chief Financial Officer, Chief Marketing Officer, Managing Director and any of our other officers based on the percentage of his or her time spent devoted to our affairs and (ii) other corporate finance, tax, accounting, internal audit, legal, risk management, operations, compliance and other non-investment personnel of the Manager and its affiliates who spend all or a portion of their time managing our affairs, with the allocable share of the compensation of such personnel described in this clause (ii) being as reasonably determined by our Manager to appropriately reflect the amount of time spent devoted by such personnel to our affairs. The service by any personnel of our Manager and its affiliates as a member of the Investment Committee will not, by itself, be dispositive in the determination as to whether such personnel is deemed “investment personnel” of our Manager and its affiliates for purposes of expense reimbursement. Prior to our IPO,initial public offering, we were not obligated to reimburse our Manager or its affiliates, as applicable, for any compensation paid to Mr. Tannenbaum, Mr. Kalikow or Mrs. Tannenbaum. For the 20212022 fiscal year, we anticipate that our Manager willdid not seek reimbursement for our allocable share of Mr. Kalikow’s and Mr. Tannenbaum’s compensation, but willdid seek reimbursement for our allocable share of Mrs. Tannenbaum’s compensation. Mrs. Tannenbaum did not receive any increase in base salary, bonuses or awards from our Manager or its affiliates in connection with her appointment as President of the Company. We do not currently, nor do we intend to, pay any compensation directly to our officers, except we may award equity-based incentive awards for our officers under our 2020 Stock Incentive Plan. Our executive officers are entitled to receive awards in the future under our 2020 Stock Incentive Plan.

In August 2021, Mr. Kaufman joined us as our Chief Financial Officer. In connection with his hiring and appointment as our Chief Financial Officer, Mr. Kaufman entered into an employment agreement with our Manager that set his annual base salary at $500,000, which was established through an arm’s length negotiation with Mr. Kaufman, in consultation with the Board’s Compensation Committee and Nominating and Corporate Governance Committee and with input from the executive search firm which assisted in our review of candidates for our chief financial officer position.

182023 PROXY STATEMENT | AFC GAMMA, INC.

The following table sets forth all compensation paid to or accrued by those named executive officers for whom we are able to quantify such compensation for services the named executive officer rendered to us during the fiscal period presented.

Summary Compensation Table

(1) Mr. Tannenbaum does not take a salary from us.

(3) Mr. Kalikow does not take a salary from us.

(4) The option award amounts reflected in the table and the grant-date values are computed in accordance with FASB ASC Topic 718 for the stock and option awards granted to the Named Executive Officers in the corresponding fiscal year based on the assumptions set forth in Note 11 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K filed with the SEC on March 7, 2023.

AFC GAMMA, INC. | 2023 PROXY STATEMENT19

Outstanding Equity Awards at 2022 Fiscal Year-End

The following table presents information regarding the outstanding equity awards held by each of our named executive officers as of December 31, 2022, including the vesting dates for the portions of these awards that had not vested as of that date.

(1) Options granted pursuant to awards under our 2020 Stock Incentive Plan expire seven years following the grant date.

(2) Mr. Tannenbaum was granted four separate awards of options exercisable into shares of Common Stock on August 12, 2020, November 18, 2020, March 19, 2021 and January 11, 2022, respectively, which were fully vested on each respective grant date and became exercisable following the initial public offering.

(3) Grant award of options in connection with the consummation of our initial public offering on March 19, 2021.

(4) Grant of an award of options exercisable in shares of Common Stock on January 11, 2022, which vests over a four-year period with approximately 33% vesting on each of the second, third and fourth anniversaries of the grant date. 

(5) Upon commencement of his employment, Mr. Kaufman received a grant of restricted common stock under our 2020 Stock Incentive Plan on August 6, 2021, which vests and become nonforfeitable with respect to 33% of the total number of shares of such restricted common stock on each of the second, third and fourth anniversaries of the grant date and as otherwise provided in his employment agreement, subject to his continued employment on such dates.

(6) Mr. Kalikow was granted two separate awards of options exercisable into shares of Common Stock on August 12, 2020 and March 19, 2021, respectively, which each vest over a four-year period with approximately 33% vesting on each of the second, third and fourth anniversaries of the respective grant date.

(7) Mr. Kalikow was granted an award of options exercisable into shares of Common Stock on January 11, 2022 which were fully vested on the grant date.

(8) Mrs. Tannenbaum was granted three separate awards of options exercisable into shares of Common Stock on August 12, 2020, March 19, 2021 and January 11, 2022, respectively, which were fully vested on each respective grant date and became exercisable following the initial public offering.

202023 PROXY STATEMENT | AFC GAMMA, INC.

Equity Compensation Plan Information

The following table provides information about our Common Stock that may be issued as of December 31, 2022, under the 2020 Stock Incentive Plan, which is our only existing equity compensation plan.

(1) Reflects the weighted-average exercise price of outstanding options granted under the 2020 Stock Incentive Plan.

(2) All of these shares remained available under our 2020 Stock Incentive Plan and may be used for any type of award authorized under our 2020 Stock Incentive Plan, including stock options, stock units, restricted stock and stock bonuses.

AFC GAMMA, INC. | 2023 PROXY STATEMENT21

None of our executive officers serves, or in the past has served, as a member of the board of directors or compensation committee, or other committee serving an equivalent function, of any entity that has one or more executive officers who serve as members of our Board or our Compensation Committee. None of the members of our Compensation Committee is, or has ever been, our officer or employee.

We pay each of our directors an annual cash retainer of $50,000 in cash in equal quarterly payments of $12,500.payments. Each director is entitled to reimbursement of reasonable expenses associated with attending board meetings. However, we do not pay our directors any fees for attending individual board or committee meetings. The lead independent director receives an additional $15,000 annual cash retainer in cash in equal quarterly payments of $3,750.payments. The Audit and Valuation Committee chairpersonChair receives an additional $25,000 annual cash retainer in cash in equal quarterly payments of $6,250.payments. The Compensation Committee chairpersonChair receives an additional $10,000 annual cash retainer in cash in equal quarterly payments of $2,500.payments. The Nominating and Corporate Governance Committee chairpersonChair receives an additional $5,000 annual cash retainer in cash in equal quarterly payments of $1,250.payments. Directors must attend at least 75% of all meetings of the Board and all committees on which the director sits (including separate meetings of non-management directors or independent directors) in any specified fiscal year in order to be eligible to receive director compensation. If a director is also one of our executive officers, we will not pay any compensation to such person for services rendered as a director. Additionally, our directors are entitled to receive awards in the future under our 2020 Stock Incentive Plan. At his request, we have deferred the payment of Mr. Tzur’s director cash compensation in an aggregate amount equal to $22,500 and such payment is$97,500, which was recorded in accounts payable on our balance sheets.sheet until November 11, 2022, the date of Mr. Tzur’s resignation from the Board. Following such date, the Mr. Tzur received the payment in a lump sum.

The following table sets forth all compensation paid to or accrued by our directors for services rendered to us during the fiscal period presented.

(1) The option award amounts reflected in the table are computed in accordance with FASB ASC Topic 718 based on assumptions set forth in Note 11 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K filed with the SEC on March 7, 2023.

(2) Fees earned includes additional annual retainer for service as the Lead Independent Director and Chair of the Compensation Committee. As of December 31, 2022, Mr. Harrison had unvested options to purchase 5,000 shares of Common Stock scheduled to vest on January 11, 2023 and vested options to purchase 1,400 shares of Common Stock.

(3) As of December 31, 2022, Ms. Bond had unvested options to purchase 5,000 shares of Common Stock scheduled to vest on January 11, 2023 and vested options to purchase 1,400 shares of Common Stock.

222023 PROXY STATEMENT | AFC GAMMA, INC.

(4) Includes additional annual retainer for service as our Chair of the Audit and Valuation Committee and Nominating and Corporate Governance Committee. As of December 31, 2022, Mr. Frank had unvested options to purchase 5,000 shares of Common Stock scheduled to vest on January 11, 2023 and vested options to purchase 1,400 shares of Common Stock.

(5) As of December 31, 2022, Mr. Levy had unvested options to purchase 5,000 shares of Common Stock scheduled to vest on January 11, 2023 and vested options to purchase 1,400 shares of Common Stock.

(6) Ms. Sudnow was appointed to the Board on January 31, 2022. As of December 31, 2022, Ms. Sudnow had unvested options to purchase 5,000 shares of Common Stock scheduled to vest on February 2, 2023.

(7) Mr. Tzur resigned from the Board effective November 11, 2022. As of December 31, 2022, Mr. Tzur had vested options to purchase 1,400 shares of Common Stock.

The following table sets forth certain information with respect to the beneficial ownership of our common stock,Common Stock, as of August 11, 2021,March 21, 2023, by:

The information below is based on 16,435,57020,489,234 shares of our common stockCommon Stock outstanding as of August 11, 2021.

Unless otherwise noted below, the address of each beneficial owner listed in the table below is 525 Okeechobee Blvd., Suite 1770, West Palm Beach, FL 33401.March 21, 2023.

We have determined beneficial ownership in accordance with the rulesRule 13d-3 of the SEC.Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the information is not necessarily indicative of beneficial ownership for any other purpose. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that each person or entity named in the table below has sole voting and investment power with respect to all shares of common stockCommon Stock that he, shesuch person or itentity beneficially owns, subject to applicable community property laws. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, we have deemed shares of our common stockCommon Stock subject to options that are currently vested and exercisable held by that person, or that will become exercisable and vest within 60 days of August 11, 2021March 21, 2023, to be outstanding, but we have not deemed these shares to be outstanding for computing the percentage ownership of any other person.

AFC GAMMA, INC. | 2023 PROXY STATEMENT23

*Less than 1% of the outstanding shares.

 (1) Unless otherwise indicated, the address of each of the beneficial owners identified is 525 Okeechobee Blvd., Suite 1650, West Palm Beach, FL 33401.

(2) Includes (i) 3,415,063 shares of Common Stock and (ii) 1,906,958 shares of Common Stock which Mr. Tannenbaum has the right to acquire within 60 days of March 21, 2023 pursuant to outstanding and vested stock options. [Note that common stock amount includes restricted stock. Do we need to add note about indirect trust shares?]     

(3) Beneficial and percentage ownership information is as of December 31, 2022 and is based on information reported on a Schedule 13G filed by Blackrock, Inc. with the SEC on February 13, 2023. The schedule indicates that Blackrock, Inc. has sole voting power over 1,132,056 shares of our Common Stock and sole dispositive power over 1,151,816 shares of our Common Stock. The business address of Blackrock, Inc. is 55 East 52nd Street, New York, New York 10055.      

(4) Includes (i) 21,056 shares of Common Stock; (ii) 768,500 shares of Common Stock, of which (a) 100,000 shares of Common Stock are owned by which Gamma Opportunities V LP, a Delaware limited partnership (“GO V”) and (b) 668,500 shares of Common Stock are owned by Gamma Equities VIII LLC (“GE VIII”). GE VIII is a Delaware limited liability company of which GO V owns 54% of the economic and voting interests in GE VIII, and the remainder is owned by Gamma Lending Holdco LLC, a Delaware limited liability company (“GLO”). GO V’s general partner is Gamma Opportunities V GP LLC, a Delaware limited liability company, which is wholly-owned by Mr. Kalikow. GLO’s managing member is Gamma Lending Opportunities LP, a Delaware limited partnership (“GLO LP”). GLO LP’s sole general partner is GRE Lending Opportunities LLC, a Delaware limited liability company (“GLO GP”). GLO GP is a wholly owned subsidiary of Gamma Real Estate LLC, which is beneficially held by Mr. Kalikow and his father and (iii) 68,106 shares of Common Stock which Mr. Kalikow has the right to acquire within 60 days of March 21, 2023 pursuant to outstanding and vested stock options.

(5) Includes (i) 29,690 shares of Common Stock and (ii) 84,160 shares of Common Stock which Mrs. Tannenbaum has the right to acquire within 60 days of March 21, 2023 pursuant to outstanding and vested stock options.

(6) Mr. Hetzel was appointed our Chief Financial Officer and Treasurer on March 17, 2023. Includes (i) 7,660 shares of Common Stock and (ii) 3,499 shares of Common Stock which Mr. Hetzel has the right to acquire within 60 days of March 21, 2023 pursuant to outstanding and vested stock options.

(7) Mr. Kaufman is no longer the Company’s Chief Financial Officer and Treasurer as of March 17, 2023. Includes (i) 9,211 shares of Common Stock and (ii) 49,043 shares of Common Stock held by the Brett H. Kaufman Revocable Family Trust, of which Mr. Kaufman is the trustee and a beneficiary.

(8) Includes (i) 11,971 shares of Common Stock and (ii) 6,400 shares of Common Stock which Ms. Bond has the right to acquire within 60 days of March 21, 2023 pursuant to outstanding and vested stock options.

(9) Includes (i) 7,648 shares of Common Stock and (ii) 6,400 shares of Common Stock which Mr. Frank has the right to acquire within 60 days of March 21, 2023 pursuant to outstanding and vested stock options.

(10) Includes (i) 15,991 shares of Common Stock and (ii) 6,400 shares of Common Stock which Mr. Harrison has the right to acquire within 60 days of March 21, 2023 pursuant to outstanding and vested stock options.

(11) Includes (i) 963 shares of Common Stock and (ii) 6,400 shares of Common Stock which Mr. Levy has the right to acquire within 60 days of March 21, 2023 pursuant to outstanding and vested stock options.

(12) Includes (i) 963 shares of Common Stock shares of Common Stock and (ii) 5,000 shares of Common Stock which Ms. Sudnow has the right to acquire within 60 days of March 21, 2023 pursuant to outstanding and vested stock options.

(13) Includes (i) 4,337,759 shares of Common Stock and (ii) up to 2,093,323 shares of Common Stock which our current executive officers and directors will have the right to acquire within 60 days of March 21, 2023 pursuant to outstanding and vested stock options.

Under U.S. securities laws, directors, certain officers and persons holding more than 10% of our Common Stock must report their initial ownership of our Common Stock and any changes in their ownership to the SEC. The SEC has designated specific due dates for these reports and we must identify in this Proxy Statement those persons who did not file these reports when due. Based solely on our review of copies of the reports filed with the SEC and the written representations of our directors and executive officers, we believe that all reporting requirements for 2022 were complied with by each person who at any time during 2022 was a director or an executive officer or held more than 10% of our Common Stock, except for the following: Mr. Kalikow did not report a transaction in which an aggregate of 2,500 shares was acquired by Gamma Opportunities V LP, a Delaware limited partnership, whose general partner is Gamma Opportunities V GP LLC, a Delaware limited liability company, which is wholly-owned by Mr. Kalikow. Such transaction was subsequently reported in a Form 5 that was filed on February 14, 2023.

AFC GAMMA, INC. | 2023 PROXY STATEMENT25

The Audit and Valuation Committee assists the Board in its oversight of the Company’s financial statements and reporting process and audit process. The Audit and Valuation Committee operates under a written charter adopted by the Board, which describes this and the other responsibilities of the Audit and Valuation Committee. Management has the primary responsibility for the financial statements and the reporting process. Our independent registered public accounting firm is responsible for performing an independent audit of our financial statements in accordance with the auditing standards of the Public Company Accounting Oversight Board (“PCAOB”) and to issue a report thereon.

The Audit and Valuation Committee has reviewed and discussed the Company’s audited financial statements with management, which has primary responsibility for the financial statements. CohnReznick LLP, the Company’s independent registered public accounting firm for fiscal 2020,throughout 2022, is responsible for expressing an opinion on the conformity of the Company’s audited financial statements with generally accepted accounting principles. The Audit and Valuation Committee has discussed with CohnReznick LLP the matters required to be discussed by the applicable requirements of the PCAOB and SEC. The Audit and Valuation Committee has received and reviewed the written disclosures and the letter from CohnReznick LLP required by applicable requirements of the PCAOB regarding CohnReznick LLP’s communications with the Audit and Valuation Committee concerning independence, and has discussed with CohnReznick LLP its independence.

Based on the review and discussions referred to above, the Audit and Valuation Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Registration Statement on Form S-11 filed with the Securities and Exchange Commission (the “SEC”) on March 16, 2021 in connection with the Company’s initial public offering. The Company did not file an Annual Report on Form 10-K for the year ended December 31, 20202022 for filing with the SEC. The Audit and Valuation Committee also recommendsappointed CohnReznick LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 20212023 and is seeking ratification of such selectionappointment by the Company’s stockholdersshareholders at the Annual Meeting.

August 11, 2021April 4, 2023

The foregoing report of the Audit and Valuation Committee does not constitute soliciting material and shall not be deemed filed, incorporated by reference into or a part of any other filing by the Company (including any future filings) under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except to the extent the Company specifically incorporates such report by reference therein.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF CohnReznick LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2021. UNLESS OTHERWISE INSTRUCTED, THE PROXY HOLDERS WILL VOTE THE PROXIES RECEIVED BY THEM “FOR” RATIFICATION OF THE APPOINTMENT OF CohnReznick LLP.

The Audit and Valuation Committee of our Board of Directors has appointed CohnReznick LLP to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2021.2023. We are not required to submit the appointment of CohnReznick LLP for stockholdershareholder approval, but our Board of Directors has elected to seek ratification of the appointment of our independent registered public accounting firm by our stockholdersshareholders at the Annual Meeting.Meeting as a matter of good corporate governance. If our stockholdersshareholders do not ratify the appointment of CohnReznick LLP, the Audit and Valuation Committee will reconsider its appointment of CohnReznick LLP and will either continue to retain this firm or appoint a new independent registered public accounting firm. Even if the appointment is ratified, the Audit and Valuation Committee, in its discretion, may appoint a different independent registered public accounting firm at any time during the year if the Audit and Valuation Committee determines that such a change would be in our best interests and the best interests of our stockholders.shareholders.

We expect one or more representatives of CohnReznick LLP to participate inbe present at the Annual Meeting and they will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

The aggregate fees billed to us fromfor (i) the period July 31, 2020 (the date of commencement of operations) throughyear ended December 31, 20202021 and (ii) the year ended December 31, 2022 by our independent registered public accounting firm, CohnReznick LLP, are set forth below:

(1) Audit Fees represents the aggregate fees billed to us by CohnReznick LLP for professional services rendered for the audits of our financial statements for the year and period ended December 31, 2022 and 2021, respectively, and for procedures performed on our quarterly reports on Form 10-Q. During the year and period ended December 31, 2022 and 2021, respectively, Audit Fees also include services in preparation of consents and comfort letters that our auditor provided in connection with our equity and debt offerings.

(2) Audit-Related Fees represent fees billed for services rendered during the fiscal year for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit Fees.” During the year and period ended December 31, 2022 and 2021, respectively, we did not incur any such Audit-Related Fees.

AFC GAMMA, INC. | 2023 PROXY STATEMENT27

PROPOSAL 2 —- RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Audit and Valuation Committee Pre-Approval Policies and Procedures

The Audit and Valuation Committee is required to pre-approve the audit and non-audit services performed by our independent registered public accounting firm in order to assure that the provision of such services does not impair the auditor’s independence.

All services performed and related fees billed by CohnReznick LLP during fiscal 20202022 and 2021 were pre-approved by the Audit and Valuation Committee pursuant to regulations of the SEC.

AFC GAMMA, INC.  |2021 PROXY STATEMENT

23THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF CohnReznick LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR The YEAR ENDING December 31, 2023.

282023 PROXY STATEMENT | AFC GAMMA, INC.

Policies and Procedures Regarding Related Party TransactionTransactions

Our Board has adopted written related person transaction policies and procedures. The purpose of this policy is to describe the procedures used to identify, review, approve, disapprove, ratify and disclose, if necessary, any transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) with related persons. Under this policy, the Audit and Valuation Committee will beis responsible for reviewing, approving or ratifying each related person transaction or proposed transaction, subject to certain exceptions. In determining whether to approve or ratify a related person transaction, the Audit and Valuation Committee or its chairperson, as applicable, will consider all relevant facts and circumstances of the related person transaction available to it and will approve only those related person transactions that are, under all of the circumstances, fair as to us, as the Audit and Valuation Committee or its chairperson, as applicable, determines in good faith.

This policy may not be successful in eliminating the influence of conflicts of interest or related person transactions. If they are not successful, decisions could be made that might fail to reflect fully the interests of all stockholders.

Certain RelationsRelationships and Related Party Transactions

Since our formation, in July 2020, we have engaged in the following transactions with our directors, executive officers or holders of more than 5% of our outstanding share capital and their affiliates, which we refer to as our related parties.

The Initial Portfolio Transaction

We acquired our initial portfolio of loans at fair value of approximately $46,802,840 and cash from AFC Warehouse, LLC and LMT Investments, LLC, each of which is wholly-owned by our Sponsor, in exchange for the issuance of 3,342,500 shares of our common stock (on a post-split basis) on July 31, 2020 (date of commencement of operations) (the “Initial Portfolio Transaction”). The initial portfolio consisted of loans to Public Company A, Public Company B and Private Company A, as well as two loans to other entities that are no longer borrowers that we subsequently sold after our acquisition.

Revolving Credit Agreement

On August 18, 2020, we entered into thea Revolving Credit Agreement pursuant to which Leonard M.Len Tannenbaum, (our “Sponsor”)our Chairman and Jonathan Kalikow, our Head of Real Estate and one of our directors, bothChief Executive Officer, through AFC Finance, LLC, an entity wholly-owned by our Sponsor and Jonathan Kalikow,Mr. Tannenbaum, provided our secured revolving credit facility (“Revolving Credit Facility”).Facility. In May 2021, the Revolving Credit Facility was amended to, among other things, remove Gamma Lending Holdco LLC, a fund controlled by Jonathan Kalikow, our Head of Real Estate, one of our directors and an affiliate of our Manager, and his father, as a Lender. In November 2021, the Revolving Credit Facility was further amended to, among other things: (i) decrease the interest rate; (ii) extend the maturity date; (iii) increase the aggregate revolving credit commitments; (iv) add an unused fee (v) add a one-time commitment fee and (vi) require all payments of interest, the commitment fee and unused fee (in each case, net of applicable taxes) to be paid, directly or indirectly, to a charitable foundation to be designated by AFC Finance, LLC in its sole discretion, net of any taxes. The Revolving Credit Facility now providesthen provided revolving loan commitments of up to $50.0$75.0 million, and bearsbore interest at a fixed rate of 6.0%4.75% per annum, payable in cash in arrears, and was subject to a one-time commitment fee of 0.25%, or $187,500, which was payable in three quarterly installments, that began in the first quarter of 2022, and an unused fee of 0.25% per annum on the undrawn amount of the revolving loan commitments, paid quarterly in arrears. As of June 15,On December 30, 2021, we had not yet drawndrew $75.0 million on or paid any fees under, our Revolving Credit Facility since enteringFacility. All outstanding borrowings were subsequently repaid in full on January 3, 2022.

On April 29, 2022, upon our entry into a new revolving credit facility with two FDIC-insured banking institutions, we terminated the Revolving Credit Agreement on August 18, 2020. Future proceeds underwith AFC Finance, LLC. In connection with the Revolving Credit Facility are available to fund loans and bridge capital contributions and for general corporate purposes. We did not incur any fees or costs related totermination, we paid the origination of the Revolving Credit Facility and we are not required to pay any commitment fees under the Revolving Credit Agreement. Our obligations under the Revolving Credit Agreement and the other loan documents deliveredoutstanding amounts remaining in connection therewith are secured by a first priority security interest in substantially allwith the commitment fee of our existingapproximately $0.1 million and future assets. The maturity dateaccelerated the remaining deferred financing costs of the Revolving Credit Facility is the earlier of (i) December 31, 2021 and (ii) the closing date of any Refinancing Credit Facility.approximately $0.1 million.

Management Agreement

Pursuant to our Management Agreement, our Manager, a Delaware limited liability company and wholly-owned subsidiary of Advanced Flower Capital Management, LLC, the parent company of ourParent Manager, (the “Parent Manager”), which is an entity that is over 70%, 10% and 5% beneficially owned by Mr. Tannenbaum, Robyn Tannenbaum, our Sponsor, Mrs. TannenbaumPresident, and Mr. Kalikow, respectively, manages our loans and our day-to-day operations, subject at all times to the further terms and conditions set forth in our Management Agreement and such further limitations or parameters as may be imposed from time to time by our Board.

AFC GAMMA, INC. | 2023 PROXY STATEMENT29

Our Manager receives base management fees (“Base Management Fees”)Fees that are calculated and payable quarterly in arrears in cash, (i) in an amount equal to 0.375% of our Equity, determined as of the last day of each quarter, and (ii) will be reduced by only 50% of the aggregate amount of any other fees,Outside Fees, including any agency fees relating to our loans, but excluding the incentive compensation under the Management Agreement (“Incentive Compensation”)Compensation and any diligence fees paid to and earned by our Manager and paid by third parties in connection with our Manager’s due diligence of potential loans. Under no circumstances will the Base Management Fees be less than zero.

In addition to the Base Management Fees, our Manager receives Incentive Compensation with respect to each fiscal quarter (or portion thereof that our Management Agreement is in effect) based upon our achievement of targeted levels of Core Earnings (as defined in theour Management Agreement)., pursuant to the terms provided in our Management Agreement. To the extent earned by our Manager, the Incentive Compensation will be payable to our Manager quarterly in arrears in cash.

For the period beginning on July 31, 2020 (date of commencement of operations) and ending onyear ended December 31, 2020,2022, we paidincurred fees payable to our Managermanager for a Base Management Fee of $364,194,approximately $3.4 million, which was net of a Base Management Fee Rebate of $259,167.

Our Manager agreed to waive the Incentive Compensation for the period from July 31, 2020 (date of commencement of operations) through December 31, 2020, which would have been approximately $479,166.

For the six months ended June 30, 2021, our Manager earned a Base Management Fee of $850,756, which was net of a Base Management Fee Rebate of $420,450.

$1.8 million. The Incentive Compensation fee payable to our Manager for the six monthsyear ended June 30, 2021,December 31, 2022, was approximately $2,104,777.$12.3 million.

We pay all of our costs and expenses and reimburse our Manager or its affiliates for expenses of our Manager and its affiliates paid or incurred on our behalf, excepting only those expenses that are specifically the responsibility of our Manager pursuant to our Management Agreement. For the year ended December 31, 2022, our Manager was reimbursed for approximately $4.0 million for out-of-pocket costs incurred on our behalf.

Our Management Agreement provides that, upon termination of our Management Agreement under certain circumstances, a Termination Fee will be payable to our Manager by us in an amount equal to three times the sum of (i) the annual Base Management Fee and (ii) the annual Incentive Compensation, in each case, earned by our Manager during the 12-month period immediately preceding the most recently completed fiscal quarter prior to the date of termination.

Syndication LettersAFC Agent LLC

On February 14, 2021,AFC Agent LLC (“AFC Agent”), an entity wholly-owned by Mr. and Mrs. Tannenbaum, serves as the administrative agent to the lenders under the majority of our credit facilities, including our co-investments. We do not pay any consideration to AFC Agent for its services as administrative agent under such credit facilities. 

Investments in connectionLoans

From time to time, we may co-invest in loans with other investment vehicles managed by our management or our affiliates, including our Manager, and their borrowers, including by means of splitting commitments, participating in loans or other means of syndicating loans. We are not obligated to provide, nor have we provided, any financial support to the credit facility relatingother managed investment vehicles. As such, our risk is limited to the carrying value of our investment in any such loan. As of December 31, 2022, there were four co-invested loans held by us and an affiliate of ours.

Subsidiary of Private Company G (suchTransactions

In September 2021, we entered into a second amended and restated credit facility, the “Sub.agreement with Sub. of Private Co. G (“Sub. Of Private Co. G Credit Facility”Agreement”) to, among other things, increase the total loan commitments by $53.4 million across three tranches, with $10.0 million of new loan commitments allocated to A BDC Warehouse, LLC (“ABW”), an affiliate of ours that is wholly-owned by Mr. and Mrs. Tannenbaum and a trust affiliated with Mr. and Mrs. Tannenbaum, and the remaining $43.4 million of new loan commitments allocated to us. ABW’s commitment was ultimately transferred to AFC Institutional Fund LLC (“AFCIF”), an entity beneficially owned in part by Mr. Tannenbaum, Mrs. Tannenbaum, and Mr. Kalikow.

302023 PROXY STATEMENT | AFC GAMMA, INC.

In August 2022, we entered into a syndication letter agreement (the “Initial Syndication Letter”) with our Manageran amendment, pursuant to allocate $24,150,000 (the “Manager Portion”) of the total $46,150,000 of loanswhich we committed an additional $8.1 million under the Sub. of Private Co. G Credit FacilityAgreement. Following the expansion, we now hold $73.5 million in commitments, of which we have funded approximately $71.1 million in total principal amount. As part of the expansion, the interest rate increased from a blended weighted-average rate across three tranches of 13.7% to our ManagerU.S. prime rate plus 10.3%, subject to fund or further allocate or syndicate. a U.S. prime rate floor of 4.5%, per annum and the PIK interest decreased from a blended weighted-average rate across three tranches of 1.8% to 0.0% per annum. In addition, there were various amendments to the Sub. of Private Co. G Credit Agreement, including, among other things, (i) pushing out the date for commencement of amortization payments from September 30, 2021 to October 1, 2023, (ii) increasing the amount of monthly amortization payments, (iii) changing the exit fee from 10% (reduced to 5% upon the satisfaction of certain criteria) to $8.35 million, a portion of which was paid upon execution of the amendment, and (iv) adding a prepayment premium.

The Initial Syndication Letter also provides that our Manager shall act as administrative agentaggregate amount of cash interest and PIK interest earned by us for the anticipated $46,150,000 credit facilityyear ended December 31, 2022, was approximately $7.7 million and shall therefore be entitled to the entirety of any agent fee, which will be paid by the borrower and was contemplated to be 1.0% per annum of the total loan amount.

On February 22, 2021, we entered into an additional syndication letter agreement (the “Second Syndication Letter” and, together with the Initial Syndication Letter, the “Syndication Letters”) relating to the Credit Facility

TRANSACTIONS WITH RELATED PERSONS

with our Manager and AFC Investments, LLC, a Delaware limited liability company and one of our affiliates that is beneficially owned by Mr. Tannenbaum and Mrs. Tannenbaum. Pursuant to the Second Syndication Letter, each party agreed that (i) we would severally and not jointly lend $22,000,000$1.5 million, respectively. The maturity date of the Sub. of Private Co. G Credit Facility, (ii) AFC Investments, LLC would severally and not jointly lend $24,150,000 ofAgreement is May 1, 2026. In December 2022, the Sub. of Private Co. G Credit FacilityAgreement was further amended to, among other things and subject to certain terms and conditions, (i) require the borrowers to make certain cash equity capital contributions, (ii) permit 75% of accrued cash interest to instead be paid in kind for four months and (iii) each funding under the Sub. of Private Co. G Credit Facility would be made pro rata in proportion to each party’s commitments and each party would receive payments of interest, principal, fees and other amounts due to such party, including the allocation of original issue discount, on such pro rata basis.

In April 2021, we entered into a loan commitment related to the Sub. of Private Co. G Credit Facility. The final loan commitment was for $22,000,000 and we hold the entire amount and no portion was syndicated to AFC Investments LLC. Our Manager serves as the administrative agent of the Sub. of Private Co. G Credit Facility and receives agent fees equal to 1.0% per annum of the total loan amount.include an excess cash flow sweep.

Private Company A Transactions

Private Company A Credit Agreement

On July 31, 2020, we acquired (pursuant toan interest in the Initial Portfolio Transaction) a credit agreementfacility with Private Company A (the “Private“Original Private Company A Credit Agreement” and, together with the related loan documents, the “Private Company A Credit Documents”Facility”) pursuant to which we and one other lender hold ainitially held senior secured term loan credit facility (the “Private Company A Credit Facility”)commitments in an aggregate principal amount of $40.0 million, of which our loan commitment constituted $32.0 million in principal amount. On October 23, 2020, we entered into an amendment to the Original Private Company A Credit AgreementFacility (the “Private Company A Amendment”) to, among other things, increase our loan commitment under the Original Private Company A Credit Facility by $2.0 million to an aggregate loan commitment of $34.0 million in principal amount. As

In July 2021, Flower Loan Holdco, LLC (“FLH”), an affiliated entity in which Mr. Tannenbaum is the majority ultimate beneficial owner, purchased a third-party lender’s interest in such lender’s $8.5 million portion of June 15, 2021,the loan to Private Company A under the Original Private Company A Credit Facility, and we had a 30-day option to purchase such interest from FLH. We, Private Company A and our Manager, as agent for the lenders under the Original Private Company A Credit Facility (in such capacity, the “Agent”), concurrently amended and restated the Original Private Company A Credit Facility (the “A&R Private Company A Credit Facility”) to, among other things, add an additional tranche of loans, which increased the aggregate loan commitments thereunder by $30.0 million, $10.0 million of which our Manager syndicated to ABW, and $20.0 million of which was to be held by a designee of the Agent, subject to the satisfaction of certain conditions precedent. The A&R Private Company A Credit Facility included an upfront fee of 4.0% on the aggregate amount funded of the original tranche of term loans payable on the closing date of the original tranche of term loans and an unused line fee of 2.0% of the amount of any unfunded portion of the term loans payable annually. In connection with certain financing accommodations, a fee of $750,000 was payable to the Agent by the borrower on the closing date thereof. The A&R Private Company A Credit Facility also included an original issue discount (“OID”) of $0.2 million payable on the closing date of the A&R Private Company A Credit Facility and $0.4 million payable to lenders subject to the satisfaction of certain conditions precedent.

AFC GAMMA, INC. | 2023 PROXY STATEMENT31

In September 2021, we entered into (i) the September Loan Assignment with FLH, Private Company A and our Manager, as the agent, pursuant to which we acquired FLH’s interest in the $8.5 million portion of the loan to Private Company A, for a purchase price of approximately $34.7$8.5 million (which equaled the outstanding attributableprincipal amount of the loan plus any accrued and unpaid interest and less any unaccreted original issue discount) and (ii) the September Commitment Assignment with our Manager, pursuant to which our Manager assigned to us its commitment to make loans to Private Company A under the A&R Private Company A Credit Facility in a principal amount of up to $20.0 million, which was funded in September 2021. We did not pay any consideration to our allocationManager for our acquisition of our Manager’s loan commitments under the A&R Private Company A Credit Facility pursuant to the September Commitment Assignment.

In December 2021, the A&R Private Company A Credit Facility was amended to among other things, (i) replace our Manager with AFC Agent, as the agent under the A&R Private Company A Credit Facility and (ii) add an additional tranche of loans, which increased the aggregate loan commitments thereunder by $20.0 million, which our Manager syndicated to FLH and two third party lenders (the “December Amendments”). Our total loan commitments to Private Company A did not change as a result of the December Amendments. In connection with the December Amendments, the then-existing lenders under the A&R Private Company A Credit Facility received an aggregate amendment fee of $0.5 million, distributed pro rata among such lenders in accordance with their then-existing loan commitments.

Separately, FLH entered into a new credit facility with Private Company A and a third party lender in July 2021, under which Private Company A could draw up to $40.0 million in bridge term loans (the “Bridge Facility”) secured by collateral separate from collateral securing the A&R Private Company A Credit Facility. The Bridge Facility was repaid in full in October 2021. In connection with the Bridge Facility and a related equity raise by Private Company A, our Manager or its designees (i) were entitled to appoint three of the seven members of Private Company A’s board of directors and (ii) received warrants to purchase common stock of Private Company A in an amount representing 5.1% of the equity interest of Private Company A on a fully-diluted basis.In connection with the equity raise by Private Company A, an investment vehicle controlled by Mr. Kalikow, one of our directors and executive officers, acquired approximately 11.3% of the equity interest of Private Company A on a fully-diluted basis. As of December 31, 2021, Mr. Kalikow beneficially held or controlled, through investment vehicles and the Manager, a total of approximately 12.5% of Private Company A’s equity interest on a fully-diluted basis. As of December 31, 2021, Mr. Tannenbaum beneficially held approximately 22.6% of Private Company A’s equity interest on a fully-diluted basis through investment vehicles and the Manager, which amount reflects four separate acquisitions of equity of Private Company A by Mr. Tannenbaum, through various investment vehicles, from third-party stockholders and purchase of stock directly from Private Company A.

In February 2022, the A&R Private Company A Credit Facility was amended to, among other things, increase the total loan commitments by $16.3 million in a fourth tranche senior term loan, with approximately $15.3 million allocated to the Company and approximately $1.0 million allocated to a third-party lender.

In November 2022, the Private Company A Credit Facility which consisted of $34.0was amended (the “Private Company A Fourth Amendment”) to, among other things, increase the total loan commitments by $10.0 million in initial funded principal amounta fifth tranche senior term loan, with approximately $7.1 million allocated to the Company, $1.4 million allocated to FLH and the remaining $1.5 million allocated to a third-party lender. Following the most recent amendments, we now hold approximately $1.2$84.9 million in earned PIK interest added tocommitments under the outstanding principal balancePrivate Company A Credit Facility.

As of the Private Company A Fourth Amendment, amortization under the Private Company A Credit Facility netbegins on October 1, 2023 with respect to each tranche of approximately $580,000 of principal repayment. Amortization ofloans. The loans under the Private Company A Credit Facility began on May 1, 2021 and approximately $580,000across the tranches of principal has been repaid through June 15, 2021. The Private Company A Credit Facility bearsloans with respect to our allocation bear interest at (i) a blended fixed interest rate of (i) 13.0%12.4% per annum, payable in cash, and (ii) 4.0%a blended PIK interest rate of 3.5% per annum, payable in kind. The aggregate amount of cash interest paid toand PIK interest earned by us for the period from Julyyear ended December 31, 2020 (the date we acquired2022 was approximately $10.2 million and $3.9 million, respectively. Each tranche of the terms loans includes an exit fee of 4.0% (excluding any unfunded portions of the additional tranche term loan pursuant toamount), except for the Initial Portfolio Transaction) to June 15, 2021 is approximately $3.4 million.second tranche, which includes an exit fee of 2.00% (excluding any unfunded portions of the additional tranche term loan amount). The maturity date of the A&R Private Company A Credit Facility is May 8, 2024. In February 2021, Mr. Tannenbaum acquired 9.6% of

322023 PROXY STATEMENT | AFC GAMMA, INC.

AFC Agent, as the equity interest ofagent under the A&R Private Company A on a fully-diluted basis throughCredit Facility, earns an investment vehicle, which represents approximately 10.7% ofagent fee equal to 1.0% per annum on the outstanding equity interestprincipal amount of each tranche, which is payable by Private Company A annually. We do not pay any consideration to AFC Agent for its services as of June 15, 2021. In May and October 2020, AFC Warehouse, an entity in which Mr. Tannenbaum owns approximately 65% of the equity, acquired warrants exercisable in the aggregate for up to 6.3% of the equity in Private Company A on a fully-diluted basis, as of June 15, 2021. As of June 15, 2021, Mr. Tannenbaum’s equity interest in Private Company A totaled approximately 13.7% on a fully-diluted basis.administrative agent under such credit facility.

Waiver of Subsidiary Guarantor

In connection with the Private Company A First Amendment, we and the other lender under the credit agreement governing our loan toOriginal Private Company A Credit Facility (such credit agreement and related loan documents, the “Private Company A Credit Documents”) granted the loan parties a waiver from, among other things, the affirmative covenants under the Private Company A Credit Documents requiring that the loan parties cause certain subsidiaries of the loan parties to provide a guarantee of, and pledge collateral securing, the loan parties’ obligations under the Original Private Company A Credit Agreement.Facility. This waiver was limited to a specific majority-owned subsidiary of Private Company A which Mr. Tannenbaum owns a minority 20% equity interest in.

Private Company I Credit Agreement

Affiliated Debt InvestmentsOn July 14, 2021, we entered into a credit agreement with Private Company I pursuant to which we and ABW, provided a senior secured loan facility (the “Private Company I Credit Facility”) in an aggregate principal amount of approximately $15.5 million. ABW’s commitment was ultimately transferred to AFCIF. AFCIF holds approximately one-third of the loan’s aggregate principal amount as of December 31, 2022. On April 1, 2022, our investment in the senior secured loan to Private Company I was transferred to TRS1.

The Private Company I Credit Facility bears interest at per annum rates of (i) 12.0% plus LIBOR, payable in cash, and (ii) 4.5%, payable in kind. The Private Company I Credit Facility also contains an exit fee of 3.0%, an agent fee of 1.0% per annum of the outstanding term loan amount and OID of 4.0%. Amortization of the Private Company I Credit Facility began on July 14, 2022 and as of December 31, 2022, the Company had repayments of approximately $0.2 million in principal repayments from Private Company I. The aggregate amount of cash interest and PIK interest earned by the Company for the year ended December 31, 2022 was approximately $1.2 million and $0.8 million, respectively. The maturity date of the Private Company I Credit Facility is August 1, 2026.

In July 2021, Flower Loan Holdco, LLC, an affiliated entity in which Mr. Tannenbaum isMay 2022, the majority ultimate beneficial owner (“FLH”), purchased approximately $8.5 million of the senior secured credit facility with Private Company A from a third-party lender, and the Company has a 30-day option to purchase such amount from FLH. The Company and the Company’s Manager, as agent, subsequentlyI Credit Facility was amended and restated the senior secured credit facility with Private Company A to, among other things, increase the aggregate loan amountcommitment by $10.0approximately $0.1 million, whichsuch that the agent syndicated to A BDC Warehouse, LLC (“ABW”), an affiliateloan commitment of the Company thatTRS1 is wholly-owned by Mr. and Mrs. Tannenbaum. The amendment also allows for the borrower to draw up to an additional $20 million from a designee of the agent, subject to the agent’s satisfaction that certain conditions have been met.  Separately, FLH entered into a new credit facility with Private Company A under which the borrower may draw up to $40.0 million (the “Bridge Loan”), which is secured by collateral separate from collateral securing the Company’s credit facility.approximately $10.4 million. In connection with the Bridge Loanamendment, TRS1 also agreed to waive certain financial covenants for one fiscal quarter and a related equity raise by Private Company A (the “Equity Raise”),amend the Manager or its designees are entitledminimum net income financial covenant for certain fiscal quarters, subject to (i) appoint threecertain terms and conditions, including payment of the seven members of Private Company A’s board of directors and (ii) receive a number of warrants to purchase common stock of Private Company A.an amendment fee. In connection with the Equity Raise,October 2022, TRS1 entered into an investment vehicle controlled by Jonathan Kalikow, one of the Company’s directors and executive officers, acquired approximately 8.8% of the equity interest of Private Company A on a fully-diluted basis. Following the transactions described above, Mr. Kalikow beneficially held or controlled through investment vehicles a total of approximately 10.1% of Private Company A’s equity interest on a fully-diluted basis. As of the date of these transactions, Mr. Tannenbaum beneficially held approximately 16.7% of Private Company A’s equity interest on a fully-diluted basis through investment vehicles, which amount reflects two acquisitions of additional equity of Private Company A from third-party stockholders during the three months ended June 30, 2021. Following the transactions described above, Mr. Tannenbaum beneficially held approximately 21.8% of Private Company A’s equity interest on a fully-diluted basis through investment vehicles. Given Mr. Tannenbaum’s equity ownership, each of the transactionsamendment with Private Company A described above were reviewedI to, among other things, and approvedsubject to an amendment fee and certain terms and conditions, (i) increase the aggregate loan commitment by approximately $0.1 million, such that the Company’s Audit & Valuation Committeeloan commitment of TRS1 is approximately $10.5 million, (ii) waive certain financial covenants for one fiscal quarter, (iii) defer certain principal payments, (iv) permit 50% of cash interest to instead be paid in kind for four months and (v) increase the interest rate for interest paid in kind. In January 2023, TRS1 agreed, subject to certain terms and conditions (including payment of full cash interest, rather than partial PIK interest, which was previously agreed to), to defer an upcoming principal payment. In March 2023, TRS1 agreed, subject to an amendment fee and certain terms and conditions, to defer an upcoming principal payment and permit a portion of an upcoming cash interest payment to instead be paid in kind. 

AFC GAMMA, INC. | 2023 PROXY STATEMENT33

Subsidiary of Public Company H Credit Agreement

On December 16, 2021, we entered into a credit agreement with Sub. of Public Company H (“Sub. of Public Company H Credit Agreement”), pursuant to which we, together with ABW and a third-party lender, provided the Subsidiary of Public Company H with a $100.0 million senior secured credit facility. Of the aggregate $100.0 million in loan commitments, we committed $60.0 million, ABW committed $10.0 million, and a third-party lender committed $30.0 million of the Board in accordance withaggregate principal amount. ABW’s commitment was ultimately transferred to AFCIF. The Sub. of Public Company H Credit Agreement contains an unused line fee of 3.0% per annum of the Company’s Amendedunused amount of the commitments, an agent fee of 0.75% per annum of the outstanding term loan amount and Restated CodeOID of Business Conduct and Ethics and its Related-Persons Transaction Policy.4.0%. As of December 31, 2022, the aggregate principal amount outstanding under the Sub. of Public Company H Credit Agreement was approximately $75.0 million. The aggregate amount of cash interest earned by us for the year ended December 31, 2022 was approximately $6.7 million.

In October 2022, the Sub. of Public Company H Credit Agreement was amended to, among other things, increase the total loan commitment by $50.0 million, of which $30.0 million of the new loan commitment was allocated pro rata to the Company, $5.0 million was allocated to AFCIF and the remaining $15.0 million was allocated to a third-party lender. As part of the expansion, the interest rate increased from a fixed rate of 9.8% to U.S. prime rate plus 5.8%, subject to a U.S. prime rate floor of 5.5%. The maturity date of the Sub. of Public Company H Credit Facility is January 1, 2026, however, pursuant to the October 2022 amendment, and subject to certain terms and conditions, including payment of an extension fee, Sub. of Pubic Company H may elect to extend the maturity Date to January 1, 2027.

Connecticut and New York Offices

We currently maintain one of ourFrom inception until August 2022, we maintained an executive offices at 777 West Putnam Ave.,office in Greenwich, CT 06830.Connecticut. This office iswas leased by our Manager or one of its affiliates from Mr. Tannenbaum and pursuant to the terms of our Management Agreement, we reimbursereimbursed our Manager (or its affiliate, as applicable) for certain expenses relating to such office (including our pro-rata portion of telephone, printing, mailing, utilities, office furniture, equipment, machinery and other office, internal and overhead expenses), as well as expenses relating to disaster backup recovery sites and facilities maintained for us, our affiliates, our loans or our Manager or its affiliates as required for our operation. We dodid not have to reimburse our Manager for rent for the use of this office space. Our expenses related to this office have been less than $120,000 since inception. Mr. Kalikow operates out of New York from property that he owns and is reimbursed by the Manager for certain expenses relating to such office (including our pro-rata portion of telephone, printing, mailing, utilities, office furniture, equipment machinery and other office, internal and overhead expenses), as well as expenses relating to disaster backup recovery sites and, in turn, pursuant to the terms of our Management Agreement, we reimburse the Manager for such expenses. We do not have to reimburse our Manager for rent for the use of this office space. Our expenses related to this office have been less than $120,000 since inception.

34Investments in Loans2023 PROXY STATEMENT

From time to time, we may co-invest in loans with other investment vehicles managed by our management or our affiliates, including our Manager, and their borrowers, including by means of splitting commitments, participating in loans or other means of syndicating loans. We are not obligated to provide, nor have we provided, any financial support to the other managed investment vehicles. As such, our risk is limited to the carrying value of our investment in any such loan.

In July 2021, a borrower refinanced their bridge loan which had a maturity date of July 9, 2021 and an interest rate of 13.0% and OID of 4.0%. The new senior secured loan of $15.5 million was syndicated by the

TRANSACTIONS WITH RELATED PERSONS

Company’s Manager between the Company and ABW, with ABW holding approximately one-third of the principal amount. Additionally, For additional information regarding co-investments, see “—Syndication Letters” above.

Assigned Rights

In connection with our investments in loans, we may from time to time receive an Assigned Right to acquire warrants and/or equity of a borrower. We will sell any Assigned Rights, and the sale may be to one of our affiliates, subject to any such affiliate’s separate approval process and our related transactions policy, or a third-party buyer on the market.

In October 2020, we sold to AFC Warehouse, our affiliate which is also managed by our Manager, Assigned Rights to acquire and/or assign (i) a warrant to purchase 540,732 shares of common stock of Private Company A at an exercise price of $0.01 per share and (ii) a warrant to purchase 551,768 shares of common stock of Private Company A at an exercise price of $0.75 per share for an aggregate purchase price of $217,783, representing the fair value of such Assigned Rights as of the date of such sale, as determined by our Board (based on various subjective and objective factors, including input from an independent third-party valuation firm) and approved by AFC Warehouse.

In November 2020, we also sold to AFC Warehouse an Assigned Right to acquire and/or assign a warrant to purchase 3,000,000 common shares of the parent company of Subsidiary of Public Company C at an exercise price of $0.375 per share for an aggregate purchase price of $858,216, representing the fair value of such Assigned Right as of the date of such sale, as determined by our Board (based on various subjective and objective factors, including input from an independent third-party valuation firm) and approved by AFC Warehouse.

In December 2020, we also sold to AFC Warehouse an Assigned Right to acquire and/or assign a warrant to purchase 261 common shares of Private Company D at an exercise price of $0.01 per share for an aggregate purchase price of $573,469, representing the fair value of such Assigned Right as of the date of such sale, as determined by our Board (based on various subjective and objective factors, including input from an independent third-party valuation firm) and approved by AFC Warehouse.

In March 2021, we sold to AFC Warehouse an Assigned Right to acquire and/or assign a warrant to purchase 1,382,000 common shares of Private Company E, representing 10% of the fully-diluted equity of the company at such time, at an exercise price of $0.01 per share for an aggregate purchase price of $1,104,614, the fair value of such Assigned Right as of the date of such sale, as determined by our Board (based on various subjective and objective factors, including input from an independent third-party valuation firm) and approved by AFC Warehouse. On June 29, 2021, we sold to AFC Warehouse Holding, LLC, an affiliate of the Manager and us, an Assigned Right to acquire and/or assign a warrant to purchase 1,978,000 common shares of Private Company E, representing 10% of the fully-diluted equity of the company at such time, at an exercise price of $0.01 per share for an aggregate purchase price of $1,104,614, representing the fair value of such Assigned Right as of the date of such sale, as determined by management and a majority of independent directors (based on various subjective and objective factors, including input from an independent third-party valuation firm) and approved by AFC Warehouse.

Under the terms of its governing documents, AFC Warehouse, subject to any required approval by its board of directors and equity holders, is taking all necessary action to liquidate its assets and dissolve upon consummation of the IPO. This means that any future Assigned Rights will likely be sold to a third-party buyer on the market or one of our affiliates other than AFC Warehouse, which may be managed by our Manager or its affiliates. Mr. Tannenbaum intends to form a new entity to which we may sell future Assigned Rights, subject to such entity’s separate approval process and our related transactions policy. Our Manager intends to provide investment advisory and other management services to this entity and Mr. Tannenbaum is expected to be a significant equity holder in such entity.

Requirements for Proposals to be Considered for Inclusion in Proxy Materials. For your proposal to be considered for inclusion in the proxy statement for our 2022 annual meeting of stockholders, your written proposal must be received by our Secretary at our principal executive offices no later than April 19, 2022. and must comply with Rule 14a-8 under the Exchange Act regarding the inclusion of stockholder proposals in Company-sponsored proxy materials. If we change the date of the 2022 annual meeting of stockholders by more than 30 days from the anniversary of this year’s Annual Meeting, your written proposal must be received a reasonable time before we begin to print and mail our proxy materials for the 2022 annual meeting of stockholders.

Nominations of Director Candidates and Proposals Not Intended for Inclusion in Proxy Materials. If you intend to nominate an individual for election to our Board of Directors at our 2022 annual meeting of stockholders or wish to present a proposal at the 2022 annual meeting of stockholders but do not intend for such proposal to be included in the proxy statement for such meeting, our Bylaws require that, among other things, stockholders give written notice of the nomination or proposal to our Secretary at our principal executive offices than no later than 5:00 p.m. Eastern Time on June 2, 2022 (the 120^th day before the first anniversary of the date of the preceding year’s annual meeting) nor earlier than May 3, 2022 (the 150^th day before the first anniversary of the date of the preceding year’s annual meeting) for the Annual Meeting. Notwithstanding the foregoing, in the event that we change the date of the 2022 annual meeting of stockholders to a date that is more than 30 days before the anniversary of the Annual Meeting, written notice by a stockholder must be given no earlier than the 150^th day prior to the date of the 2022 annual meeting of stockholders and no later than 5:00 p.m. Eastern Time on the later of (i) the 120^th day prior to the date of the 2022 annual meeting of stockholders or (ii) the tenth day following the day on which public announcement of the 2022 annual meeting of stockholders is made. Stockholder proposals not intended to be included in the proxy statement or nominations for director candidates that do not meet the notice requirements set forth above and further described in Article II, Section 11 of our Bylaws will not be acted upon at the 2022 annual meeting of stockholders.

We do not know of any other matter that will be brought before the Annual Meeting. However, if any other matter properly comes before the Annual Meeting or any adjournment(s) or postponement(s) thereof, which may properly be acted upon, the proxyholders named in the proxies solicited by the Board of Directors will have the authority to vote all proxies received with respect to such matters in their discretion, and it is their intention to vote such proxies in accordance with the recommendation of the Board of Directors.

As permitted by the Exchange Act, only one copy of our proxy materials is being delivered to stockholdersshareholders of record residing at the same address and who did not receive a Notice of Internet Availability or otherwise receive their proxy materials electronically, unless such stockholdersshareholders have notified us of their desire to receive multiple copies of our proxy materials. This is known as householding. We will promptly deliver, upon oral or written request, a separate copy of the proxy materials to any stockholdershareholder residing at an address to which only one copy was mailed. StockholdersShareholders who currently receive multiple copies of proxy materials at their address and would like to request householding of their communications should contact us. Requests for additional copies or requests for householding for this year or future years should be directed in writing to Householding Department of Broadridge Financial Solutions, Inc. at 51 Mercedes Way, Edgewood, New York 11717, or at 1-866-540-7095.

Our 20202022 Annual Report has been postedis available on our corporate website at https://investors.afcgamma.com/investors.afcgamma.com and on the Internet at www.proxyvote.com. For stockholdersshareholders receiving a Notice of Internet Availability, instructions on how to request a printed copy of our proxy materials and 20202022 Annual Report are included in the Notice of Internet Availability. StockholdersShareholders receiving a printed copy of this Proxy Statement have also received a copy of our 20202022 Annual Report. We will provide, without charge, a copy of our 20202022 Annual Report for the fiscal year ended December 31, 20202022 (including the financial statements but excluding the exhibits thereto) upon the written request of any stockholdershareholder or beneficial owner of our common stock.Common Stock. Requests should be directed to our Secretary, at the following address:

AFC Gamma, Inc.
525 Okeechobee Blvd., Suite 17701650
West Palm Beach, FL, 33401

Requirements for Proposals to be Considered for Inclusion in Proxy Materials.

For your proposal to be considered for inclusion in our proxy statement for the 2024 annual meeting of shareholders, your written proposal must be received by our Secretary at our principal executive offices no later than December 6, 2023, and must comply with Rule 14a-8 under the Exchange Act regarding the inclusion of shareholder proposals in Company-sponsored proxy materials. If we change the date of the 2024 annual meeting of shareholders by more than 30 days from the anniversary of this year’s Annual Meeting, your written proposal must be received a reasonable time before we begin to print and mail our proxy materials for the 2024 annual meeting of shareholders.

AFC GAMMA, INC. | 2023 PROXY STATEMENT35

Shareholder Proposals and Nomination of Director Candidates Not Intended for Inclusion in Proxy Materials.

If you intend to nominate an individual for election to our Board of Directors at our 2024 annual meeting of shareholders or wish to present a proposal at the 2024 annual meeting of shareholders but do not intend for such proposal to be included in the proxy statement for such meeting, our Bylaws require that, among other things, shareholders give written notice of the nomination or proposal to our Secretary at our principal executive offices than no later than 5:00 p.m. Eastern Time on January 19, 2024 (the 120th day before the first anniversary of the date of the preceding year’s annual meeting) nor earlier than December 20, 2023 (the 150th day before the first anniversary of the date of the preceding year’s annual meeting) for the Annual Meeting. Notwithstanding the foregoing, in the event that we change the date of the 2024 annual meeting of shareholders to a date that is more than 30 days before the anniversary of the Annual Meeting, written notice by a shareholder must be given no earlier than the 150th day prior to the date of the 2024 annual meeting of shareholders and no later than 5:00 p.m. Eastern Time on the later of (i) the 120th day prior to the date of the 2024 annual meeting of shareholders or (ii) the tenth day following the day on which public announcement of the 2024 annual meeting of shareholders is made. Shareholder proposals not intended to be included in the proxy statement or nominations for director candidates that do not meet the notice requirements set forth above and further described in Article II, Section 11 of our Bylaws will not be acted upon at the 2024 annual meeting of shareholders.

In addition, a shareholder who intends to solicit proxies in support of director nominees other than the Company’s nominees at the 2024 annual meeting of shareholder must deliver written notice to the Company setting forth the information required by Rule 14a-19 under the Exchange Act no later than March 19, 2024. If we change the date of the 2024 annual meeting of shareholder by more than 30 days from the date of this year’s Annual Meeting, your written notice must be received by the later of 60 days prior to the date of the 2024 annual meeting of shareholders or the 10th calendar day following the day on which public announcement of the date of the 2024 annual meeting of shareholder is first made. The notice requirement under Rule 14a-19 is in addition to the applicable notice requirements under our Bylaws as described above.

We are using the SEC rule that allows companies to furnish their proxy materials over the Internet. As a result, we are mailing to most of our stockholdersshareholders a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) instead of a printed copy of this Proxy Statement and our 20202022 Annual Report. The Notice of Internet Availability contains instructions on how stockholdersshareholders can access those documents over the Internet and vote their shares. The Notice of Internet Availability also contains instructions on how each of those stockholdersshareholders can receive a printed copy of our proxy materials, including this Proxy Statement, our 20202022 Annual Report and a proxy card or voting instruction form. All stockholdersshareholders who do not receive a Notice of Internet Availability or a copy of the proxy materials by email will receive a printed copy of the proxy materials by mail. We believe this process will expedite stockholders’shareholders’ receipt of proxy materials, lower the costs of our Annual Meeting and conserve natural resources.

We are first mailing the Notice of Internet Availability to our stockholdersshareholders on or about August 17, 2021.April 4, 2023. For stockholdersshareholders who have affirmatively requested printed copies of proxy materials, we intend to first mail printed copies of this Proxy Statement, the accompanying proxy card or voting instruction form and our 20202022 Annual Report on or about August 17, 2021.April 4, 2023.

What items of business will be voted on at the Annual Meeting?

The items of business scheduled to be voted on at the Annual Meeting are:

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StockholdersShareholders will also be asked to consider and transact such other business as may properly come before the Annual Meeting or any postponement or adjournment of the meeting.

How does the Board of Directors recommend I vote on these proposals?

Our Board of Directors recommends that you vote your shares:

Who is entitled to vote?

Only stockholdersshareholders of record at the close of business on August 11, 2021March 21, 2023 (the “Record Date”) will be entitled to notice of and to vote at the Annual Meeting. As of the Record Date, there were 16,435,57020,489,234 shares of our common stockCommon Stock outstanding and entitled to vote at the Annual Meeting.

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING

What is the difference between a “beneficial owner” and a “stockholder“shareholder of record”?

Whether you are a “beneficial owner” or a “stockholder“shareholder of record” with respect to your shares depends on how you hold your shares:

CanHow can I attend the Annual Meeting?

We will be hosting the Annual Meeting live via the Internet. You will not be able to attend the Annual Meeting in person. Only shareholders and our invited guests are invited to attend the Annual Meeting. Any stockholdershareholder can listen to and participate in the Annual Meeting live via the Internet at www.virtualshareholdermeeting.com/AFCG2021.AFCG2023. Our virtual annual meeting allows stockholdersshareholders to submit questions and comments beforeduring the 15 minutes prior to the meeting and during the meeting. After all proposals are presented at the meeting and to the extent time allows, we will spend upa few minutes responding to 15 minutes answering stockholderappropriate shareholder questions thatsubmitted during the Annual Meeting. All questions must comply with the meetingmeeting’s rules of conduct; the rules of conduct, which will be posted on the virtual meeting web portal. To the extent time doesn’t allow us to answer all of the appropriately submitted questions, we may answer them in writing on our investor relations website, at https://investors.afcgamma.com/investors.afcgamma.com soon after the meeting. If we receive substantially similar questions we will group such questionsmay be grouped together and providewith a single response to avoid repetition.

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The Annual Meeting webcast will begin promptly at 10:00 a.m. Eastern Time. We encourage you to access the Annual Meeting webcast prior to the start time. Online check-in will begin and stockholders may begin submitting written questions, at 9:45 a.m. Eastern Time,15 minutes prior to the meeting and you should allow ample time for the check-in procedures.

WhatHow do I need in order to be able toaccess and participate in the Annual Meeting?

You will need the control number included on your Notice of Internet Availability or your proxy card or voting instruction form (if you received a printed copy of the proxy materials) or included in the email to you if you received the proxy materials by email in order to be able to vote your shares or submit questions during the Annual Meeting. If you do not have your control number, you will not be able to access and listen to the Annual Meeting but you will not be able to vote your shares or submit questions during the Annual Meeting.Meeting.

WeThe virtual meeting host will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting or submitting questions.web portal. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the Virtual Shareholder Meeting log invirtual meeting log-in page.

Why is the Company holding the Annual Meeting virtually?

We are embracing technology to provide expanded access, improved communication, reduced environmental impact and cost savings for our stockholdersshareholders and the Company. Hosting a virtual meeting enables increased stockholdershareholder attendance and participation since stockholdersshareholders can participate and ask questions from any location around the world, and provides us an opportunityworld. In comparison to give thoughtful responses. In addition,typical in-person meetings, we intend thatbelieve the virtual meeting format provide stockholdersenables more meaningful engagement and a similargreater level of transparency to the traditional in-person meeting format and we take steps to ensure such an experience.information sharing with a broader group of shareholders. Our stockholdersshareholders will be afforded the same

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING

equivalent opportunities to participate atduring the virtualvirtual-format Annual Meeting as they would at ana typical in-person annual meeting of stockholders.shareholders.

How do I vote?

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What is the deadline for voting my shares if I do not attend the Annual Meeting?

If you are a stockholdershareholder of record, your proxy must be received by telephone or the Internet by 11:59 p.m. Eastern Time on September 29, 2021May 17, 2023 in order for your shares to be voted at the Annual Meeting. If you are a stockholdershareholder of record and you received a printed set of proxy materials, you also have the option of completing, signing, dating and returning the proxy card enclosed with the proxy materials before the Annual Meeting in order for your shares to be voted at the meeting.Annual Meeting. If you are a beneficial owner of shares of our common stock, please comply with theCommon Stock, you will also need to refer to any other deadlines included in the voting instructions provided by the bank, broker or other nominee that holds your shares.

CanHow can I revoke or change my vote after I submitted my proxy?

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING

How will my shares be voted if I do not provide specific voting instructions in the proxy or voting instruction form I submit?instructions?

If you are a stockholdershareholder of record and you sign and return a proxy card without giving specific voting instructions on one or more of the proposals, then Mr. Tannenbaum and Mr. Gabriel Katz, as the persons named as proxy holders in the proxy holderscard, will vote your shares in the manner recommended by the Board on those proposals as presented in this Proxy Statement.

If you are a beneficial shareholder and your shares are held in the name of a broker, the broker is bound by the rules of the New York Stock Exchange regarding whether or not it can exercise discretionary voting power for any particular proposal if the broker has not received voting instructions from you. Brokers have the authority to vote shares for which their customers do not provide voting instructions only on certain “routine” matters. Proposal 2 (Ratification of appointment of CohnReznick LLP as our independent registered public accounting firm) is considered routine and may be voted upon by your broker if you do not submit voting instructions. Proposal 1 (Election of Directors) is considered non-routine. Consequently, if you hold your shares of common stock in street name through a brokerage account and do not submit voting instructions to your broker, bank or nominee, please referyour broker may exercise its discretion to the instructions provided by the broker, bank or other nominee that holdsvote your shares for an explanation of howon Proposal 2, but will not be permitted to vote your shares on Proposal 1. If your broker exercises this discretion, your shares will be voted if you signon Proposal 2 in the manner directed by your broker, but your shares will constitute broker non-votes on Proposal 1 and return a voting instruction form without giving specific voting instructions on one or morewill not be counted in determining the outcome of the proposals.that item.

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As to any other business that may properly come before the Annual Meeting, all properly submitted proxies will be voted by the proxyholderspersons named as proxy holders in the proxy card, in their discretion, on such matters. We do not presently know of any other business that may come before the Annual Meeting.

How many shares must be present or representedWhat constitutes a quorum to conduct business at the Annual Meeting?

The presence in person or by proxy of stockholdersshareholders entitled to cast a majority of all the votes entitled to be cast at the Annual Meeting on any matter will constitute a quorum for the transaction of business at the Annual Meeting and any adjournments or postponements thereof. If you submit a proxy or voting instructions, your shares will be counted for purposes of determining the presence or absence of a quorum, even if you abstain from voting your shares. Broker non-votes (as discussed below)above) will also be counted for purposes of determining the presence of a quorum at the Annual Meeting. If a quorum is not present, our Bylaws provide that the Annual Meeting may be adjourned by the chairperson.

What vote is required to approve each of the proposals?

Each share of our common stockCommon Stock outstanding at the close of business on the Record Date is entitled to one vote on each of the two director nominees and one vote on each other matter that may be presented for consideration and action by the stockholdersshareholders at the Annual Meeting.

For purposes of Proposal 1 (election of directors), you may vote FOR ALL of the nominees, WITHHOLD your vote from all of the nominees or WITHHOLD your vote from any one of the nominees. Our Bylaws provide for a plurality voting standard for the election of directors. Under this voting standard, the two director nominees receiving the highest number of affirmative votes will be elected as Class IIII directors to serve until the 20242026 annual meeting of stockholdersshareholders and until their respective successors are duly elected and qualified.

For purposes of Proposal 2 (ratification of the appointment of CohnReznick LLP as our independent registered public accounting firm), you may vote FOR, AGAINST or ABSTAIN. Approval of Proposal 2 requires the affirmative vote of a majority of the votes cast at the Annual Meeting.

Please be aware that Proposal 2 is advisory only and is not binding on the Company. Our Board of Directors will consider the outcome of the votes on this item in considering what action, if any, should be taken in response to the advisory vote by stockholders.shareholders.

What effect do withhold votes, abstentions and broker non-votes have on the proposals?

For Proposal 1 (election(Election of directors)Directors), shares voted “WITHHOLD” and broker non-votes will not be counted in determining the outcome of a director nominee’s election. For Proposal 2 (ratification(Ratification of the appointment of CohnReznick LLP

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING

as our independent registered public accounting firm), a vote to “ABSTAIN” with respect to such proposals is not treated as a vote cast and will not be counted in determining the outcome of the vote on the proposal. No broker non-votes are expected on Proposal 2.

If you are a beneficial stockholder that holds your shares through a brokerage account and you do not submit voting instructions to your broker, your broker may generally vote your shares in its discretion on routine matters. However, a broker cannot vote shares held for a beneficial stockholder on non-routine matters, unless the broker receives voting instructions from the beneficial stockholder. Proposal 2 (ratification of CohnReznick LLP as our independent registered public accounting firm) is considered routine and may be voted upon by your broker if you do not submit voting instructions. Proposal 1 (election of directors) is considered non-routine.

Consequently, if you hold your shares through a brokerage account and do not submit voting instructions to your broker, your broker may exercise its discretion to vote your shares on Proposal 2, but will not be permitted to vote your shares on Proposal 1. If your broker exercises this discretion, your shares will be voted on Proposal 2 in the manner directed by your broker, but your shares will constitute broker non-votes on Proposal 1 and will not be counted in determining the outcome of that item.

Who will bear the costs of solicitation?

The accompanying proxy is being solicited on behalf of our Board of Directors. The cost of preparing, assembling and mailing the Notice of Annual Meeting of Stockholders,Shareholders, the Notice of Internet Availability, this Proxy Statement and form of proxy and the 20202022 Annual Report, the cost of making such materials available on the Internet and the cost of soliciting proxies and holding our virtual meeting of stockholdersshareholders will be paid by us. In addition to use of the mails, we may solicit proxies in person or by telephone, facsimile or other means of communication by certain of our directors, officers, and regular employees who will not receive any additional compensation for such solicitation. We will also reimburse brokers or other persons holding our common stockCommon Stock in their names or the names of their nominees for the expenses of forwarding soliciting material to their principals.

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