Transforming Advanced Flower Capital for Future Opportunities

Advanced Flower Capital's Strategic Shift

Advanced Flower Capital Inc. (NASDAQ: AFCG) is embarking on a significant transformation by planning to convert from a real estate investment trust (REIT) to a business development company (BDC). This bold move, designed to unlock new opportunities for growth and value creation for its shareholders, has received unanimous support from the company's board of directors.

Special Shareholder Meeting Scheduled

A special meeting has been scheduled for shareholders to discuss and vote on key proposals that will facilitate this transition. The virtual meeting will occur on November 6, 2025, at 10:00 a.m. Eastern Time. Shareholders of record as of September 15, 2025, are invited to participate and cast their votes on the proposals laid out by the board.

Key Proposals for Shareholder Approval

At this special meeting, shareholders will be asked to approve two important proposals:

New Investment Advisory Agreement

The first proposal involves a new investment advisory agreement with AFC Management, LLC. This agreement is necessary to comply with the provisions of the Investment Company Act of 1940 (the '1940 Act'), ensuring that the company operates within regulatory frameworks set for BDCs.

Reduced Asset Coverage Requirements

The second proposal seeks approval for a reduced asset coverage ratio as defined in Section 61(a)(2) of the 1940 Act. Approval of this measure would allow AFC to utilize leverage more effectively, potentially enhancing its return on investments.

Benefits of Conversion to BDC

The transition from a REIT to a BDC is anticipated to provide numerous strategic advantages that align with the long-term vision of Advanced Flower Capital. The board believes that converting to a BDC will:

• **Expand AFC's Investment Scope**: The conversion will broaden the types of investments AFC can pursue, moving beyond just real estate and allowing for a diverse range of opportunities in various sectors.
• **Enhance Portfolio Diversification**: By diversifying its investment portfolio, AFC can mitigate concentration risk, ultimately benefiting all shareholders.
• **Support Long-term Value Creation**: This strategic realignment positions AFC to develop and implement business strategies that lead to sustainable growth and value for shareholders.

Chairman's Message to Shareholders

Leonard M. Tannenbaum, the Chairman of the Board, reached out to shareholders with a heartfelt message. He highlighted the importance of their votes, encouraging them to approve these significant proposals that mark a new chapter for Advanced Flower Capital.

Importance of Unanimous Support

It's crucial for shareholders to understand that failure to approve these proposals would inhibit the company from moving forward with the conversion process. Tannenbaum emphasized that a strong affirmative response is vital for enabling this strategic shift, which aims to enhance the company’s capabilities and shareholder returns.

About Advanced Flower Capital

Advanced Flower Capital Inc. is recognized as a robust player in the mortgage real estate investment trust sector, primarily focusing on senior secured loans and other debt instruments. The company has developed an expertise in providing loans to operators in the cannabis industry, catering diligently to a growing market.

Investor Relations

For investors seeking further information on how to participate in the voting process or any other inquiries, Advanced Flower Capital has provided contacts in place. Interested shareholders can reach out via Innisfree M&A Incorporated, with detailed contact information outlined for banking and broker inquiries as well as stockholders.

Frequently Asked Questions

What is the purpose of the Special Meeting?

The Special Meeting is intended for shareholders to vote on proposals for converting AFC from a REIT to a BDC.

Why is Advanced Flower Capital converting to a BDC?

The conversion aims to broaden the investment scope, enhance diversification, and create sustainable value for shareholders.

What are the key proposals for shareholders to approve?

Shareholders will vote on a new investment advisory agreement and reduced asset coverage requirements.

When will the meeting take place?

The virtual meeting is scheduled for November 6, 2025, at 10:00 a.m. Eastern Time.

Who can vote at the Special Meeting?

Shareholders of record as of September 15, 2025, are entitled to vote during the Special Meeting.

About The Author

Greetings, I'm 32-year-old author and financial specialist Evelyn Baker. My introduction into the financial industry started with an economics degree and continued with a wealth of experience in wealth management and financial consulting. My great passion over the years has been assisting people and companies in making wise, well-informed decisions to reach their financial objectives.

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