LM Funding America Files 8-K on Security Holder Rights

TL;DR

LMFA filed an 8-K, looks like they changed some corporate stuff affecting security holders. Check the exhibits.

AI Summary

LM Funding America, Inc. filed an 8-K on March 8, 2024, reporting on events that occurred on March 7, 2024. The filing indicates material modifications to the rights of security holders, amendments to its articles of incorporation or bylaws, and includes Regulation FD disclosures, other events, and financial statements/exhibits. Specific details regarding the nature of these modifications or amendments are not elaborated in the provided text.

Why It Matters

This 8-K filing signals potential changes affecting LM Funding America's security holders and corporate governance, requiring investors to review the details of any amendments or modifications.

Risk Assessment

Risk Level: medium — The filing indicates material modifications to security holder rights and amendments to corporate documents, which could impact the company's structure and investor protections.

Key Numbers

• 001-37605 — SEC File Number (Identifies the company's filing history with the SEC.)
• 1231 — Fiscal Year End (Indicates the end of the company's financial reporting year.)

Key Players & Entities

• LM Funding America, Inc. (company) — Registrant
• Delaware (jurisdiction) — State of Incorporation
• Tampa, Florida (location) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.001 — ich registered Common Stock par value $0.001 per share LMFA The Nasdaq Stock Mar

Filing Documents

• lmfa-20240307.htm (8-K) — 52KB
• lmfa-ex3_1.htm (EX-3.1) — 15KB
• lmfa-ex99_1.htm (EX-99.1) — 14KB
• img17863145_0.jpg (GRAPHIC) — 5KB
• img50550772_0.jpg (GRAPHIC) — 6KB
• 0000950170-24-028375.txt ( ) — 220KB
• lmfa-20240307.xsd (EX-101.SCH) — 25KB
• lmfa-20240307_htm.xml (XML) — 5KB

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders. To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. As previously disclosed, on November 9, 2023, LM Funding America, Inc. (the "Company") held a meeting of stockholders (the "Annual Meeting"). At the Annual Meeting, the stockholders approved the proposal to amend the Company's Certificate of Incorporation (the "Certificate of Incorporation"), to effect a reverse stock split of its issued and outstanding common stock at a ratio within the range of one-for-two (1:2) to one-for-ten (1:10), as determined by the Board of Directors of the Company (the "Board"). On February 23, 2024, the Board approved a one-for-six reverse stock split of the Company's issued and outstanding common stock (the "Reverse Stock Split"). On March 7, 2024, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to its Certificate of Incorporation (the "Certificate of Amendment") to effect the Reverse Stock Split. The Reverse Stock Split will become effective as of 12:01 a.m. Eastern Time on March 12, 2024 (the "Effective Time"), and the Company's common stock will begin trading on a split-adjusted basis when the market opens on March 12, 2024. When the Reverse Stock Split becomes effective, every six (6) shares of the Company's issued and outstanding common stock (and such shares held in treasury, if any) will automatically be converted into one share of common stock, without any change in the par value per share. In addition, a proportionate adjustment will be made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding stock options and warrants to purchase shares of common stock and to the number of shares reserved for issuance pursuant to the Company's equity incentive compensation plans. Any fraction of a share of common stock that would be created as a result of the Reverse Stock Split will be rounded up to the next whole share. The Company's common stock will c

01 Regulation FD

Item 7.01 Regulation FD. On March 8, 2024, the Company issued a press release announcing the Reverse Stock Split. The press release is furnished as Exhibit 99.1 and incorporated herein by reference. The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished, shall not be deemed "filed" for any purpose, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as expressly set forth by specific reference in such a filing.

01 Other Events

Item 8.01 Other Events. The information provided in Item 5.03 is hereby incorporated by reference. The Company has a registration statement on Form S-3 (File No. 333-258326 ) and a registration statement on Form S-8 (File No. 333-262316) on file with the Securities and Exchange Commission (the "SEC"). SEC regulations permit the Company to incorporate by reference future filings made with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the termination of the offerings covered by registration statements filed on Form S-3 or Form S-8. The information incorporated by reference is considered to be part of the prospectus included within each of those registration statements. Information in this Item 8.01 of this Current Report on Form 8-K is therefore intended to be automatically incorporated by reference into each of the active registration statements listed above, thereby amending them. Pursuant to Rule 416(b) under the Securities Act, the amount of undistributed shares of Common Stock deemed to be covered by the effective registration statements of the Company described above are proportionately reduced as of the Effective Time to give effect to the Reverse Stock Split.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 3.1 Certificate of Amendment to Certificate of Incorporation, filed March 8, 2024 99.1 Press release issued March 8, 2024 104 Cover Page Interactive Data File (embedded within the inline XBRL document)

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K may contain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements involve risks and uncertainty. Words such as "anticipate," "estimate," "expect," "intend," "plan," and "project" and other similar words and expressions are intended to signify forward-looking statements. Forward-looking statements are not guarantees of future results and conditions but rather are subject to various risks and uncertainties. Such statements are based on the Company's current expectations and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Investors are cautioned that there can be no assurance actual results or business conditions will not differ materially from those projected or suggested in such forward-looking statements as a result of various risks and uncertainties. Investors should refer to the risks detailed from time to time in the reports the Company files with the SEC, including the Company's Annual Report on Form 10-K for the year ended December 31, 2022, as well as other filings on Form 10-Q and periodic filings on Form 8-K, for additional factors that could cause actual results to differ materially from those stated or implied by such forward-looking statements. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, unless required by law.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. LM Funding America, Inc. Date: March 8, 2024 By: /s/ Richard Russell Richard Russell, Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR