LM Funding America Enters Material Definitive Agreement

TL;DR

LM Funding America signed a big deal on Nov 14th. Details in the 8-K.

AI Summary

On November 14, 2024, LM Funding America, Inc. entered into a material definitive agreement. The filing also includes financial statements and exhibits, and a Regulation FD disclosure. The company is incorporated in Delaware and headquartered in Tampa, Florida.

Why It Matters

This filing indicates a significant new contract or partnership for LM Funding America, which could impact its future financial performance and strategic direction.

Risk Assessment

Risk Level: medium — Entering into a material definitive agreement can introduce new risks and opportunities that are not yet fully understood.

Key Players & Entities

• LM Funding America, Inc. (company) — Registrant
• November 14, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of Incorporation
• Tampa, Florida (location) — Principal Executive Offices
• 813 222-8996 (phone_number) — Registrant's Telephone Number

FAQ

Key Financial Figures

• $0.001 — ich registered Common Stock par value $0.001 per share LMFA The Nasdaq Stock Mar
• $7.3 m — be paid by the Company is approximately $7.3 million, subject to certain adjustments (
• $1.1 million — l be paid as follows: (i) approximately $1.1 million will be paid by the Company to Seller i
• $3.7 million — cash at the closing; (ii) approximately $3.7 million will be credited against outstanding lo
• $2.5 million — ates to Seller; and (iii) approximately $2.5 million will be held in escrow in order to ensu
• $720,000 — a non-revolving line of credit of up to $720,000 (the "Loan"). The Loan Agreement prov
• $108,000 — ll pay to LMFA a loan commitment fee of $108,000. The entire amount of unpaid principal

Filing Documents

• lmfa-20241114.htm (8-K) — 76KB
• lmfa-ex2_1.htm (EX-2.1) — 378KB
• lmfa-ex10_1.htm (EX-10.1) — 230KB
• lmfa-ex10_2.htm (EX-10.2) — 44KB
• lmfa-ex10_3.htm (EX-10.3) — 124KB
• lmfa-ex10_4.htm (EX-10.4) — 122KB
• lmfa-ex10_5.htm (EX-10.5) — 53KB
• lmfa-ex99_1.htm (EX-99.1) — 13KB
• img17863145_0.jpg (GRAPHIC) — 5KB
• img236788915_0.jpg (GRAPHIC) — 73KB
• img236788915_1.jpg (GRAPHIC) — 117KB
• img236788915_2.jpg (GRAPHIC) — 93KB
• 0000950170-24-128079.txt ( ) — 1703KB
• lmfa-20241114.xsd (EX-101.SCH) — 25KB
• lmfa-20241114_htm.xml (XML) — 5KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement Asset Purchase Agreement On November 14, 2024, LM Funding America, Inc., a Delaware corporation ("LMFA"), through its wholly-owned subsidiary, US Digital Mining and Hosting Oklahoma LLC, an Oklahoma limited liability company (the "Company"), entered into an Asset Purchase Agreement (the "Asset Purchase Agreement") with Tech Infrastructure JV I LLC, a Delaware limited liability company ("Seller") and joint venture affiliate of Arthur Development Group, Inc. (f/k/a Arthur Group Inc.) ("Arthur"). Pursuant to the Asset Purchase Agreement, subject to the terms and conditions thereof, the Company agreed to acquire substantially all of the business assets of the Seller, including certain contracts, mining equipment and other tangible personal property, and certain rights of the Seller relating to the assets being purchased (collectively, the "Assets"), free and clear of any liens other than certain specified liabilities of the Seller that are being assumed (collectively, the "Liabilities," and such acquisition of the Assets and assumption of the Liabilities, the "Transaction"). The total consideration to be paid by the Company is approximately $7.3 million, subject to certain adjustments (the "Purchase Price"). The Purchase Price will be paid as follows: (i) approximately $1.1 million will be paid by the Company to Seller in cash at the closing; (ii) approximately $3.7 million will be credited against outstanding loans made by LMFA and its affiliates to Seller; and (iii) approximately $2.5 million will be held in escrow in order to ensure that Seller vacates the site, including by removing all of the miners that Seller hosts for its other clients. The Asset Purchase Agreement contains customary representations, warranties and covenants. The Asset Purchase Agreement also contains customary indemnification provisions by each of Seller and the Company in favor of one another. The foregoing description of the Asse

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure On November 14, 2024, LMFA issued a press release announcing its entry into the Asset Purchase Agreement, a copy of which is attached to this Current Report on Form 8-K as an exhibit and is incorporated herein by reference. The disclosure in this Item 7.01 (including the exhibit) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act"), or otherwise subject to the liabilities of Section 18 of the Exchange Act, nor shall it be deemed incorporated by reference in any of the Company's filings under the Securities Act or the Exchange Act, except to the extent, if any, expressly set forth by specific reference in such filing.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits (d) Exhibits Exhibit Number Description 2.1* Asset Purchase Agreement, dated November 14, 2024, between US Digital Mining and Hosting Oklahoma LLC and Tech Infrastructure JV I LLC . 10.1 Loan Agreement, dated November 14, 2024, between LM Funding America, Inc. and Tech Infrastructure JV I LLC. 10.2 Promissory Note, dated November 14, 2024, issued by Tech Infrastructure JV I LLC to LM Funding America, Inc. 10.3 Security Agreement, dated November 14, 2024, between LM Funding America, Inc. and Tech Infrastructure JV I LLC. 10.4* Pledge Agreement, dated November 14, 2024, between LM Funding America, Inc. and Arthur Development Group, Inc. 10.5 Omnibus Amendment dated November 14, 2024. 99.1 Press Release issued November 14, 2024. 104 Cover Page Interactive Data File (embedded within the inline XBRL document) * Certain schedules and exhibits have been omitted pursuant to Item 601(b) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the SEC or its staff upon request.

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: November 18, 2024 By: /s/ Richard Russell Richard Russell, Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR