AFCG on Nasdaq

Advanced Flower Capital Inc.

Corporation registered in the United States, active since 20202

In its 2026 annual report the company says: “We are a Maryland corporation and externally managed by AFC Management, LLC.”4 It is headquartered in West Palm Beach, United States.2 Its shares trade on Nasdaq under the symbol AFCG.2

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Last updated Oct 21, 2026.

Overview

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  • TickerAFCG on Nasdaq2
  • HeadquartersWest Palm Beach, United States2
  • Incorporated inMD3
  • Business address477 S. Rosemary Ave., Suite 301, West Palm Beach, Fl 334013
  • Filer category, Emerging growth company3
  • Legal formCorporation2
  • LEI5493005G0MGS3E0E72182
  • StatusActive2
  • LEI statusLapsed (not renewed)2
  • Registered addressc/o CORPORATE CREATIONS NETWORK INC. 2405 YORK ROAD SUITE 201-C, 21093 Lutherville-Timonium, United States2
  • Registered withBusiness Services (Maryland Department of Assessments and Taxation), D206811852

The following description of the business of Advanced Flower Capital Inc. should be read in conjunction with the information included elsewhere in this Annual Report on Form 10-K for the year ended December 31, 2025.4 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

-84.2%Net margin5
-46.2%Revenue growth, 20255
-11.8%Return on equity5

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Other costs70¢$17.2M
  • Interest28¢$6.8M
  • Income tax2¢$613.4K

Out of $24.6M in revenue.5 The company lost money this year.

Where each dollar of operating cash went, fiscal 2025

  • Kept or used elsewhere100¢$11.2M

Out of $11.2M of cash from operations.5

Financial statements

Revenue675$24.6M in 2025−67% since 2022
0$20.0M$40.0M$60.0M$80.0M2022: $74.7M$74.7M20222023: $63.9M$63.9M2023−14%2024: $45.7M$45.7M2024−29%2025: $24.6M$24.6M2025−46%
Net income865-$20.7M in 2025
-$40.0M-$20.0M0$20.0M$40.0M2021: $21.0M$21.0M20212022: $35.9M$35.9M2022+71%2023: $21.0M$21.0M2023−42%2024: $16.8M$16.8M2024−20%2025: -$20.7M-$20.7M2025

Every line of the income statement as filed: the last 2 fiscal years, latest first.5

Period ending2025-12-312024-12-31
Interest income$31.3M$52.0M
Interest expense-$6.8M-$6.3M
Net interest income$24.6M$45.7M
Management and incentive fees, net (less rebate of $854,432 and $947,969, respectively)$2.9M$10.4M
General and administrative expenses$3.2M$4.0M
Stock-based compensation$6.8M$1.4M
Professional fees$1.5M$1.6M
BDC conversion expenses$1.2M$0
Total expenses$15.7M$17.3M
Provision for current expected credit losses-$22.6M-$4.2M
Realized losses on investments, net$0-$93.3K
Gain on extinguishment of debt$359.3K$0
Change in unrealized losses on loans at fair value, net-$7.9M-$9.8M
Net (loss) income from continuing operations before income taxes-$21.3M$14.3M
Income tax (benefit) expense-$613.4K$447.6K
Net (loss) income from continuing operations-$20.7M$13.9M
Net income from discontinued operations, net of tax$0$2.9M
Net (loss) income-$20.7M$16.8M
Continuing operations (in dollars per share)-$1$1
Discontinued operations (in dollars per share)$0$0
Total basic earnings per common share (in dollars per share)-$0.95$0.78
Continuing operations (in dollars per share)-$1$1
Discontinued operations (in dollars per share)$0$0
Total diluted earnings per common share (in dollars per share)-$0.95$0.78
Basic weighted average shares of common stock outstanding (in shares)22.2M shares20.8M shares
Diluted weighted average shares of common stock outstanding (in shares)22.3M shares20.9M shares
Management and incentive fees, rebate$854.4K$948.0K

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Corporate structure

Advanced Flower Capital Inc. sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Advanced Flower Capital Inc.

  • Leonard M. Tannenbaum Filed SCHEDULE 13D/A on Advanced Flower Capital Inc., latest Sep 15, 2026 (9 filings since Jul 2, 2024)
  • Stoney Lonesome HF LP Filed SCHEDULE 13G/A on Advanced Flower Capital Inc., latest Jul 29, 2026 (3 filings since Feb 10, 2026)
  • BlackRock Filed SCHEDULE 13G/A on Advanced Flower Capital Inc., latest Apr 27, 2026 (4 filings since Feb 13, 2023)
  • Citigroup Filed SC 13G/A on Advanced Flower Capital Inc., latest Sep 12, 2022 (2 filings since Feb 4, 2022)
  • Advanced Flower Capital Inc. West Palm Beach, Florida, United States

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Advanced Flower Capital Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$38.6M5 Dec 31, 2025$103.6M5 Dec 31, 2024−62.7%

Properties, in its own words

We currently maintain our executive office in West Palm Beach, Florida. Our Florida office is leased by our Administrator or one of its affiliates from a third party and pursuant to the terms of our Administration Agreement, we reimburse our Administrator (or its affiliate, as applicable) for certain expenses relating to such offices (including our pro-rata portion of rent, 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 Administrator or its affiliates, in each case, as required for our operation.

We do not own any real estate or other physical properties materially important to our operations. We believe that our present facilities are adequate to meet our current needs. If new or additional space is required, we believe that adequate facilities are available at competitive prices in the same area.

Item 2 of the 10-K filed Mar 4, 2026.4

Leadership

Who has led Advanced Flower Capital Inc., and when. Pick a name to see everywhere that person has worked.

Board members and other officers (9)

Former names

  • AFC Gamma, Inc.Aug 27, 2020 to Sep 5, 20243

Timeline

  1. Sep 29, 20268-K Entered a material agreement; New debt or obligation25
  2. Sep 15, 20268-K Regulation FD disclosure26
  3. Aug 26, 20268-K Regulation FD disclosure27
  4. Aug 13, 20268-K Results of operations28
  5. Jun 30, 20268-K Entered a material agreement; New debt or obligation29
  6. Jun 18, 20268-K Regulation FD disclosure30
  7. May 28, 20268-K Shareholder vote31
  8. May 7, 20268-K Results of operations32
  9. Mar 30, 20268-K Entered a material agreement; New debt or obligation33
  10. Mar 4, 20268-K Results of operations34
  11. Jan 29, 20268-K Entered a material agreement; New debt or obligation35
  12. Jan 16, 20268-K Entered a material agreement; New debt or obligation36
  13. Nov 17, 2023New chief executive Daniel Neville becomes CEO12
  14. Jul 6, 2020Founded Advanced Flower Capital Inc. is founded2

Calendar

Coming up

  1. Nov 11, 2026Reports results for the quarter ending Sep/2026 A year earlier it reported $0.13 a share, on Nov 12, 2025.37

When it reported results

  1. Aug 13, 2026Reported quarterly or annual results28
  2. May 7, 2026Reported quarterly or annual results32
  3. Mar 4, 2026Reported quarterly or annual results34
  4. Nov 12, 2025Reported quarterly or annual results38
  5. Aug 14, 2025Reported quarterly or annual results39
  6. May 14, 2025Reported quarterly or annual results40
  7. Mar 13, 2025Reported quarterly or annual results41
  8. Nov 13, 2024Reported quarterly or annual results42

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

281 filings to the SEC since October 2021: 5 annual reports, 15 quarterly reports, 68 major events, 117 insider forms, 18 large holders, 58 other. The latest 20:

  1. Sep 30, 20264 EDGAR
  2. Sep 29, 20268-K EDGAR
  3. Sep 28, 20264 EDGAR
  4. Sep 24, 20264 EDGAR
  5. Sep 22, 20264 EDGAR
  6. Sep 18, 20264 EDGAR
  7. Sep 17, 20264 EDGAR
  8. Sep 15, 2026SCHEDULE 13D/A EDGAR
  9. Sep 15, 20268-K EDGAR
  10. Sep 15, 20264 EDGAR
  11. Sep 11, 20264 EDGAR
  12. Sep 4, 20264 EDGAR
  13. Sep 1, 20264 EDGAR
  14. Aug 28, 20264 EDGAR
  15. Aug 26, 2026SCHEDULE 13D/A EDGAR
  16. Aug 26, 20268-K EDGAR
  17. Aug 26, 20264 EDGAR
  18. Aug 24, 20264 EDGAR
  19. Aug 21, 20264 EDGAR
  20. Aug 19, 20264 EDGAR

The 281 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

92 open-market trades by officers, directors and large owners since October 2021: 92 buys and 0 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Sep 30, 2026TANNENBAUM LEONARD MDirectorBuy44,643$3.63$162.1KForm 4
Sep 29, 2026TANNENBAUM LEONARD MDirectorBuy40,081$3.59$143.9KForm 4
Sep 28, 2026TANNENBAUM LEONARD MDirectorBuy10,673$3.57$38.1KForm 4
Sep 25, 2026TANNENBAUM LEONARD MDirectorBuy5,228$3.52$18.4KForm 4
Sep 24, 2026TANNENBAUM LEONARD MDirectorBuy20,000$3.49$69.8KForm 4
Sep 23, 2026TANNENBAUM LEONARD MDirectorBuy3,471$3.49$12.1KForm 4
Sep 22, 2026TANNENBAUM LEONARD MDirectorBuy23,072$3.49$80.5KForm 4
Sep 18, 2026TANNENBAUM LEONARD MDirectorBuy10,000$3.49$34.9KForm 4
Sep 17, 2026TANNENBAUM LEONARD MDirectorBuy25,000$3.50$87.5KForm 4
Sep 16, 2026TANNENBAUM LEONARD MDirectorBuy2,341$3.43$8.0KForm 4
Sep 15, 2026TANNENBAUM LEONARD MDirectorBuy608$3.50$2.1KForm 4
Sep 14, 2026TANNENBAUM LEONARD MDirectorBuy25,198$3.50$88.2KForm 4
Sep 11, 2026TANNENBAUM LEONARD MDirectorBuy15,000$3.55$53.2KForm 4
Sep 10, 2026TANNENBAUM LEONARD MDirectorBuy35,000$3.46$121.1KForm 4
Sep 2, 2026TANNENBAUM LEONARD MDirectorBuy15,223$3.59$54.7KForm 4
Aug 31, 2026TANNENBAUM LEONARD MDirectorBuy53,273$3.60$191.8KForm 4
Aug 28, 2026TANNENBAUM LEONARD MDirectorBuy65,752$3.53$232.1KForm 4
Aug 27, 2026TANNENBAUM LEONARD MDirectorBuy15,202$3.46$52.6KForm 4
Aug 26, 2026TANNENBAUM LEONARD MDirectorBuy19,404$3.41$66.2KForm 4
Aug 25, 2026TANNENBAUM LEONARD MDirectorBuy30,000$3.40$102.0KForm 4

All 92 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

  • Leonard M. TannenbaumSCHEDULE 13D/A, 9 filings Jul 2, 2024 to Sep 15, 202643
  • Stoney Lonesome HF LPSCHEDULE 13G/A, 3 filings Feb 10, 2026 to Jul 29, 202644
  • BlackRockSCHEDULE 13G/A, 4 filings Feb 13, 2023 to Apr 27, 202645
  • CitigroupSC 13G/A, 2 filings Feb 4, 2022 to Sep 12, 202246

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 44. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
CDC Financial, Inc.1,797,359$5.6M4.3%+324,181
Jane Street Group, LLC418,479$1.3M0.0%+189,412
MIRAE ASSET GLOBAL ETFS HOLDINGS Ltd.220,387$683.2K0.0%+27,841
Susquehanna International Group, Llp199,911$619.7K0.0%+55,441
Squarepoint Ops LLC191,798$594.6K0.0%+130,652
Arrowstreet Capital, Limited Partnership173,233$537.0K0.0%New
Morgan Stanley121,543$376.8K0.0%+399
D. E. Shaw & Co., Inc.116,471$361.1K0.0%+18,847
Citadel Advisors LLC114,407$354.7K0.0%−86,443
Black Maple Capital Management LP92,131$285.6K0.2%−18,781
Renaissance Technologies LLC67,100$208.0K0.0%−9,700
BlackRock, Inc.59,944$185.8K0.0%No change
Osaic Holdings, Inc.57,548$178.4K0.0%+1,071
Vident Advisory, LLC53,225$165.0K0.0%−20,197
Focus Partners Wealth52,351$162.3K0.0%New
Millennium Management LLC43,479$134.8K0.0%−84,560
HighTower Advisors, LLC38,310$118.8K0.0%+190
Bridgeway Capital Management, LLC34,096$105.7K0.0%No change
Smh Capital Advisors Inc26,000$80.6K0.3%No change
Catalyst Capital Advisors LLC26,000$80.6K0.0%No change
Schonfeld Strategic Advisors LLC25,801$80.0K0.0%New
Russell Investments Group, Ltd.25,253$78.3K0.0%−197
Axq Capital, LP16,559$51.3K0.0%New
Pathstone Holdings, LLC14,758$45.8K0.0%+2,373
Simplex Trading, LLC9,166$28.4K0.0%New

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How Advanced Flower Capital Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARAdvanced Flower Capital Inc.1
  • CIK0001822523
  • Employer ID (EIN)85-18071254
  • Filer statusNon-accelerated filer an emerging growth company; not a smaller reporting company; not a shell company4
  • Incorporated inMaryland4
  • Fiscal year endsDecember 311
  • Industry code (SIC)0000 1
  • Business address477 S. Rosemary Ave., Suite 301, West Palm Beach, FL 334011
  • Phone561.510.23901
  • Shares outstanding22,671,919 as of Aug 7, 202610
  • Public float$80.9M as of Jun 30, 20254
  • AuditorCohnReznick LLP, Baltimore, Maryland PCAOB ID 596; no auditor attestation of internal control over financial reporting4
  • On EDGAR sinceAug 27, 20201
  • Filings358 in all: 4 (117), 8-K (72), CORRESP (20), 10-Q (17), 3 (17), UPLOAD (15), DEFA14A (12), SCHEDULE 13D/A (8)1
    All 38 form types

    DEF 14A (7), S-11/A (6), 10-K (5), 4/A (5), EFFECT (5), 8-K/A (4), ARS (4), S-8 (4), SCHEDULE 13G/A (4), 40-APP/A (3), 424B4 (3), DRS (3), S-11 (3), SC 13G (3), 40-APP (2), 5 (2), D (2), S-3 (2), SC 13D (2), 40-17G (1), 424B5 (1), 8-A12B (1), CERT (1), DRSLTR (1), N-54A (1), PRE 14A (1), S-8 POS (1), SC 13D/A (1), SC 13G/A (1), SCHEDULE 13G (1)

  • Latest filingsAnnual report (10-K) Mar 4, 2026
    Quarterly report (10-Q) Aug 13, 2026
    Proxy statement (DEF 14A) Apr 17, 2026
    Latest 8-K (8-K) Sep 29, 2026

Securities registered for trading

ClassSymbolExchange
Common Stock, $0.01 par value per shareAFCGThe Nasdaq Stock Market LLC

From the cover page of the 10-K filed Mar 4, 2026 (Section 12(b) of the Exchange Act).4

Risk factors and legal proceedings

The risks Advanced Flower Capital Inc. names in Item 1A of its 10-K filed Mar 4, 2026: 77 risks under these headings, as written.4

  • Risks Related to Our Business and Growth Strategy
  • Competition for the capital that we provide may reduce the return of our loans, which could adversely affect our operating results and financial condition.
  • If we are unable to successfully integrate new assets and manage our growth, our results of operations and financial condition may suffer.
  • We will allocate our cash on hand and the proceeds of our financing activities without input from our shareholders.
  • Our loans’ lack of liquidity may adversely affect our business.
  • Our Existing Portfolio is, and our future portfolio may be, concentrated in a limited number of loans, which subjects us to an increased risk of significant loss if any asset declines in value or if a particular borrower fails to perform as expected.
  • Our Existing Portfolio contains loans to companies with operations that are geographically concentrated in Canada and the following US states: Arizona, California, Connecticut, Florida, Georgia, Illinois, Maryland, Massachusetts, Michigan, Missouri, Nevada, New Jersey, New Mexico, New York, Ohio, Oregon, Pennsylvania, Utah and West Virginia, and we will be subject to social, political and economic risks of doing business in those countries and states and any other state in which we in the future have lending exposure.
  • Loans to relatively new and/or small companies and companies operating in the cannabis industry generally involve significant risks.
  • We have currently foreclosed, and may need to in the future, on loans that are in default, which could result in losses.
  • We will not own real estate as long as it is used in the commercial sale of cannabis due to current statutory prohibitions and exchange listing standards, which may delay or limit our remedies in the event that any of our borrowers default under the terms of their loans with us.
  • The properties securing our loans may be subject to contingent or unknown liabilities that could adversely affect the value of these properties, and as a result, our loans.
  • Construction loans involve an increased risk of loss.
The other 66 risks
  • Our investments in construction loans require us to make estimates about the fair value of land improvements that may be challenged by the Internal Revenue Service.
  • Our borrowers may be unable to renew or otherwise maintain their licenses or other requisite authorizations for their cannabis operations, which may result in such borrowers not being able to operate their businesses and defaulting on their payments to us.
  • If our Adviser overestimates the yields or incorrectly prices the risks of our loans, we may experience losses.
  • Some of our portfolio loans may be recorded at fair value and, as a result, there will be uncertainty as to the value of these loans.
  • Declines in market prices and liquidity in the capital markets can result in significant net unrealized losses of our portfolio, which in turn would reduce our book value.
  • Provisions for loan losses are difficult to estimate.
  • The loans and other assets we will obtain may be subject to impairment charges, and we may experience a decline in the fair value of our assets.
  • Any credit ratings assigned to our loans will be subject to ongoing evaluations and revisions, and we cannot assure you that those ratings will not be downgraded.
  • Economic recessions or downturns could impair our borrowers and harm our operating results.
  • Our loans may be risky, and we could lose all or part of our loan.
  • We may in the future enter into credit agreements with borrowers that may permit them to incur debt that ranks equally with, or senior to, the loans we extend to such companies under such credit agreements.
  • Our borrowers may be highly leveraged.
  • There may be circumstances in which our loans could be subordinated to claims of other creditors, or we could be subject to lender liability claims.
  • As a debt investor, we are often not in a position to exert influence on borrowers, and the shareholders and management of such companies may make decisions that could decrease the value of loans to such borrower.
  • Due to our borrowers’ involvement in the regulated cannabis industry, we and our borrowers have, and may continue to have, a difficult time obtaining or maintaining the various insurance policies that are desired to operate our business, which may expose us to additional risk and financial liabilities.
  • Our insurance policies may not cover all losses.
  • Subject to the approval of our Board (which must include a majority of our independent directors), our Adviser may change our investment strategies or guidelines, financing strategies or leverage policies without the consent of our shareholders.
  • Changes in laws or regulations governing our operations, including laws and regulations governing cannabis, changes in the interpretation thereof or newly enacted laws or regulations and any failure by us to comply with these laws or regulations, could require changes to certain of our business practices, negatively impact our operations, cash flow or financial condition, impose additional costs on us or otherwise adversely affect our business.
  • We may not be able to obtain or maintain required licenses and authorizations to conduct our business and may fail to comply with various state and federal laws and regulations applicable to our business.
  • Unstable market and economic conditions may have serious adverse consequences on our business, results of operations and financial condition.
  • We may be required to make determinations of a borrower’s creditworthiness based on incomplete information or information that we cannot verify, which may cause us to purchase or originate loans that we otherwise would not have purchased or originated and, as a result, may negatively impact our business or reputation.
  • Third-party diligence reports on mortgaged properties are and will be made as of a point in time and are therefore limited in scope.
  • We operate according to specific underwriting criteria in a highly competitive market for lending and investment opportunities, both of which may limit our ability to originate or acquire desirable loans and investments in our target assets and/or our ability to yield a certain return on our investments.
  • We recently elected to be regulated as a business development company, which subjects us to a new and complex regulatory regime and may limit our operating flexibility.
  • Risks Related to the Cannabis Industry and Related Regulations
  • Cannabis remains prohibited under federal law, and therefore, strict enforcement of federal laws regarding cannabis would likely result in our inability to execute our business plan.
  • Our ability to grow or maintain our business depends in part on state laws pertaining to the cannabis industry. New laws that are adverse to our borrowers may be enacted, and current favorable state or national laws or enforcement guidelines relating to cultivation, production and distribution of cannabis may be modified or eliminated in the future, which would impede our ability to grow our business under our current business plan and could materially adversely affect our business.
  • Our investment opportunities are limited by the current illegality of cannabis under U.S. federal law; changes in the laws, regulations and guidelines that impact the cannabis industry may cause adverse effects on our ability to make loans.
  • Risks related to the cannabis industry may directly or indirectly affect us or our borrowers engaged in the cannabis industry.
  • We and our borrowers may have difficulty accessing the service of banks and other financial institutions, which may make it difficult to sell products and services, and we may be limited in our ability to provide debt to participants in the cannabis industry, which could materially and adversely affect our business, financial condition, liquidity and results of operations.
  • The medical and adult-use cannabis industry is highly competitive, which could adversely affect our business, financial condition and results of operations.
  • There can be no assurance that the cannabis industry will continue to exist or grow as currently anticipated.
  • Marketing constraints under regulatory frameworks may limit a borrower’s ability to compete for market share in a manner similar to that of companies in other industries.
  • There is uncertainty in pricing and demand for cannabis and cannabis-based products.
  • Synthetic or hemp-derived products may compete with cannabis use and products.
  • Cannabis businesses are subject to unfavorable U.S. tax treatment.
  • Our reputation and ability to do business, as well as the reputation of our borrowers and their ability to do business, may be negatively impacted by the improper conduct of third parties, including but not limited to business partners, employees or agents.
  • Laws and regulations affecting the regulated cannabis industry are continually changing, which could materially adversely affect our proposed operations, and we cannot predict the impact that future regulations may have on us.
  • Applicable state laws may prevent us from maximizing our potential income.
  • Borrowers operating in a highly regulated business require significant resources.
  • Any failure or significant delay in our borrowers obtaining necessary regulatory approvals could adversely affect the ability of borrowers to conduct their businesses.
  • Borrowers may become involved in regulatory or agency proceedings, investigations and audits.
  • Loans to cannabis businesses may be forfeited to the federal government.
  • We may have difficulty accessing bankruptcy courts.
  • There may be difficulty enforcing certain of our commercial agreements and contracts.
  • The loans that are in our Existing Portfolio, and that we expect to make in the future may, include Canadian entities within their corporate structure that have the ability to seek insolvency protections in Canada, which could materially and adversely affect our business.
  • The loans that are in our Existing Portfolio are, and that we expect to make in the future may be, secured by properties, that are, and will be, subject to extensive regulations, such that if such collateral was foreclosed upon those regulations may result in significant costs and materially and adversely affect our business, financial condition, liquidity and results of operations.
  • Certain assets of our borrowers may not be used as collateral or transferred to us due to applicable state laws and regulations governing the cannabis industry, and such restrictions could negatively impact our profitability.
  • Liability relating to environmental matters may impact the value of properties that we may acquire upon foreclosure of the properties securing our loans.
  • The market value of properties securing our loans acquired by us upon foreclosure may decrease if they cannot be used for cannabis related operations.
  • FDA regulation of cannabis could negatively affect the cannabis industry, which would directly affect our financial condition.
  • Research in the United States, Canada and internationally regarding the medical benefits, viability, safety, efficacy and dosing of cannabis or isolated cannabinoids may cause adverse effects on our or borrowers’ operations.
  • The cannabis industry is subject to the risks inherent in an agricultural business, including the risk of crop failure.
  • Many cannabis businesses are dependent on key personnel with sufficient experience in the cannabis industry.
  • Our borrowers may be vulnerable to rising energy costs.
  • Third-parties with whom we do business may perceive themselves as being exposed to reputational risk by virtue of their relationship with us and may ultimately elect not to do business with us.
  • The cannabis industry faces significant opposition, and any negative trends may cause adverse effects on the operations of our borrowers, which could cause adverse effects on our business.
  • Risks Related to Sources of Financing Our Business
  • Our growth depends on external sources of capital, which may not be available on favorable terms or at all.
  • Global economic, political and market conditions could have a significant adverse effect on our business, financial condition, liquidity and results of operations, including a negative impact on our ability to access the debt markets on favorable terms.
  • Subject to the terms of the Indenture governing our 2027 Senior Notes, we may incur significant debt, which may subject us to restrictive covenants and increased risk of loss and may reduce cash available for distributions to our shareholders, and our governing documents and current credit facilities contain no limit on the amount of debt we may incur.
  • Our indebtedness may affect our ability to operate our business, and may have a material adverse effect on our financial condition and results of operations.
  • We may not be able to generate sufficient cash flow to meet our debt service obligations.
  • Monetary policy actions by the Federal Reserve could adversely impact both our borrowers and our financial condition.
  • Any lending facilities will impose restrictive covenants.
  • Interest rate fluctuations could increase our financing costs, which could lead to a significant decrease in our results of operations, cash flows and the market value of our loans.
  • Any bank credit facilities that we may use in the future to finance our operations may require us to provide collateral or pay down debt.
  • Adoption of the Basel III standards and other proposed supplementary regulatory standards may negatively impact our access to financing or affect the terms of our future financing arrangements.

Legal proceedings

From time to time, we may become involved in litigation or other legal proceedings relating to claims arising from the ordinary course of business. Furthermore, third parties may try to seek to impose liability on us in connection with our loans. As of December 31, 2025, the Company was not subject to any material pending legal proceedings to which the Company is a party or any of the Company’s assets are subject that could materially impact its business, financial condition or results of operations.

The opening of Item 3, Legal Proceedings.4

Sources

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  33. 33
  34. 34
  35. 35
  36. 36
  37. 37
  38. 38
  39. 39
  40. 40
  41. 41
  42. 42
  43. 43
  44. 44
  45. 45
  46. 46