If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. Checkbox not checked

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).






SCHEDULE 13D




Comment for Type of Reporting Person:
This Amendment No. 3 to Schedule 13D (this "Amendment No. 3") amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") by Leonard M. Tannenbaum (the "Reporting Person") with respect to Advanced Flower Capital Inc. (the "Issuer") on April 2, 2021 (the "Schedule 13D"), as amended by Amendment No. 1 to Schedule 13D filed on July 2, 2024 and Amendment No. 2 to Schedule 13D filed on August 26, 2025. This Amendment No. 3 is being filed to report changes in the Reporting Person's beneficial ownership of the Issuer's common stock, par value $0.01 per share (the "Common Stock"). Since the filing of the Reporting Person's most recent Schedule 13D/A, the Reporting Person has acquired additional shares of the Issuer's Common Stock that resulted in an increase in the Reporting Person's beneficial ownership by more than one percent (1%) of the outstanding shares of the Issuer's Common Stock. In addition, the Reporting Person has determined to include in this Amendment No. 3, shares of the Issuer's Common Stock held by the Tannenbaum Family Foundation (formerly known as the Leonard M. Tannenbaum Foundation), for which the Reporting Person serves as the President. These shares had not been previously included in the Reporting Person's reported beneficial ownership on Schedule 13D and the Reporting Person disclaims beneficial ownership of these shares. Further, since the filing of the Reporting Person's most recent Schedule 13D/A, the Reporting Person has for no value forfeited certain stock options he held directly that were exercisable for 1,906,958 shares of the Issuer's Common Stock in the aggregate within 60 days. These options, which were previously reported as beneficially owned by the Reporting Person, have been voluntarily forfeited for no value and are no longer outstanding or exercisable. As the aggregate result of the transactions described herein, including (i) the acquisition of additional shares, (ii) the inclusion of the shares held by the Tannenbaum Family Foundation, and (iii) the forfeiture of options previously reported as beneficially owned, the Reporting Person's aggregate beneficial ownership of the Issuer' Commons Stock has decreased by approximately 5.5 percentage points since the filing of the most recent Schedule 13D/A. The Schedule 13D is hereby amended and supplemented to include the information set forth herein. Capitalized terms not defined herein have the meanings given to such terms in the Schedule 13D. Except as set forth herein, the Schedule 13D is unmodified. Lines 7 and 9 consist of 4,622,769 shares of the Issuer's Common Stock held directly by the Reporting Person and 186,780 shares of restricted stock held by the Reporting Person. Lines 8 and 10 consist of 180,400 shares of Common Stock held by the Tannenbaum Family Foundation (formerly known as the Leonard M. Tannenbaum Foundation), for which the Reporting Person serves as the President, over which the Reporting Person disclaims beneficial ownership, except to the extent of his pecuniary interest. The Schedule 13D excludes 211,827 shares of Common Stock (including restricted stock and shares underlying stock options exercisable within 60 days) held by Ms. Robyn Tannenbaum, the Reporting Person's spouse, over which the Reporting Person disclaims beneficial ownership. Line 13 is based on the 22,594,541 shares of Common Stock outstanding as of August 13, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q, filed with the SEC on August 14, 2025.


SCHEDULE 13D


 
Leonard M. Tannenbaum
 
Signature:/s/ Leonard M. Tannenbaum
Name/Title:Leonard M. Tannenbaum
Date:08/29/2025