0001829126-23-002220.txt : 20230323 0001829126-23-002220.hdr.sgml : 20230323 20230323182017 ACCESSION NUMBER: 0001829126-23-002220 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20230317 FILED AS OF DATE: 20230323 DATE AS OF CHANGE: 20230323 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hetzel Brandon CENTRAL INDEX KEY: 0001969899 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39995 FILM NUMBER: 23757349 MAIL ADDRESS: STREET 1: 525 OKEECHOBEE BLVD., SUITE 1770 CITY: WEST PALM BEACH STATE: FL ZIP: 33401 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: AFC Gamma, Inc. CENTRAL INDEX KEY: 0001822523 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 851807125 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 525 OKEECHOBEE BLVD., SUITE 1770 CITY: WEST PALM BEACH STATE: FL ZIP: 33401 BUSINESS PHONE: 561.510.2390 MAIL ADDRESS: STREET 1: 525 OKEECHOBEE BLVD., SUITE 1770 CITY: WEST PALM BEACH STATE: FL ZIP: 33401 3 1 ownership.xml FORM 3 X0206 3 2023-03-17 0 0001822523 AFC Gamma, Inc. AFCG 0001969899 Hetzel Brandon 525 OKEECHOBEE BLVD. SUITE 1650 WEST PALM BEACH FL 33401 0 1 0 0 CFO and Treasurer Common Stock 7660 D Stock Option (right to buy) 15.29 2027-11-18 Common Stock 3500 D Stock Option (right to buy) 19.00 2028-03-23 Common Stock 7000 D Represents restricted stock. Each share of restricted stock remains subject to forfeiture in accordance with the terms of the applicable award agreement. Approximately one-third of the shares subject to this option vested on November 18, 2022. The remaining shares subject to this option will vest on November 18 of each of 2023 and 2024. Approximately one-third of the shares subject to this option vested on March 23, 2023. The remaining shares subject to this option will vest on March 23 of each of 2024 and 2025. Exhibit List: Exhibit 24 - Power of Attorney /s/ Gabriel A. Katz as Attorney-in-Fact 2023-03-23 EX-24 2 afcgamma_ex24.htm EXHIBIT 24

Exhibit 24

POWER OF ATTORNEY

FOR SEC FILINGS ON FORMS ID, 3, 4, 5 AND 144

The undersigned hereby constitutes and appoints each of Gabriel A. Katz, Chief Legal Officer, and Robyn Tannenbaum, President of AFC Gamma, Inc. (the “Company”), so long as each is employed at the Company, and Jeeho Lee, Tai Vivatvaraphol and Regina Braman, of O’Melveny & Myers LLP (“OMM”), outside counsel to the Company, so long as each is employed at OMM, as his true and lawful attorney-in-fact and agent (each, an “Attorney-In-Fact”), with full power of substitution and resubstitution for him and in his name and stead in any and all capacities, to sign and file for and on his behalf, in respect of any acquisition, disposition or other change in ownership of any of the securities of the undersigned, the following:

(i)

any Form ID to be filed with the Securities and Exchange Commission (the “SEC”);

(ii)

any Initial Statement of Beneficial Ownership of Securities on Form 3 to be filed with the SEC;

(iii)

any Statement of Changes of Beneficial Ownership of Securities on Form 4 to be filed with the SEC;

(iv)

any Annual Statement of Beneficial Ownership of Securities on Form 5 to be filed with the SEC;

(v)

any Notice of Proposed Sale of Securities on Form 144 to be filed with the SEC; and

(vi)

any and all agreements, certificates, receipts, or other documents in connection therewith.

The undersigned hereby gives full power and authority to each Attorney-In-Fact to seek and obtain as his representative and on his behalf, information on transactions in the securities of the undersigned from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such third party to release such information to each Attorney-In-Fact and approves and ratifies any such release of information.

The undersigned hereby grants unto each Attorney-In-Fact full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifies and confirms all that any such Attorney-In-Fact or substitute may do or cause to be done by virtue hereof.

The undersigned acknowledges that:

(i)

neither the Company nor any Attorney-In-Fact assumes (i) any liability for the undersigned’s responsibility to comply with the requirement of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (ii) any liability of the undersigned for any failure to comply with such requirements or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act; and

(ii)

this Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations under the Exchange Act, including without limitation the reporting requirements under Section 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect with respect to the undersigned until revoked by the undersigned in a signed writing delivered to each Attorney-In-Fact.

[Remainder of Page Intentionally Left Blank.]

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 16^th day of March, 2023.

	/s/ Brandon Hetzel
	BRANDON HETZEL

[Signature Page - Power of Attorney]