LM Funding America Enters Material Definitive Agreement

TL;DR

LMFA signed a big deal on 12/19, details to come.

AI Summary

LM Funding America, Inc. entered into a material definitive agreement on December 19, 2025. The company, headquartered in Tampa, Florida, filed this 8-K report on December 22, 2025, detailing the agreement. Specific terms and parties involved in the agreement are not disclosed in this excerpt.

Why It Matters

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

Risk Assessment

Risk Level: medium — The filing reports a material definitive agreement, but the lack of specific details about the agreement introduces uncertainty regarding its potential impact.

Key Players & Entities

• LM Funding America, Inc. (company) — Registrant
• December 19, 2025 (date) — Date of earliest event reported
• December 22, 2025 (date) — Filing date
• 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
• $0.71 — on Warrants") with an exercise price of $0.71. The combined effective offering price
• $6.0 m — proceeds from the RDO of approximately $6.0 million, before deducting fees to the Pla
• $0.87 — nts had their exercise price reduced to $0.87 per share from $2.95 per share. In addi
• $2.95 — e price reduced to $0.87 per share from $2.95 per share. In addition to the reduction
• $35,000 — s expenses in an aggregate amount up to $35,000 and will issue to the Placement Agent 9

Filing Documents

• lmfa-20251219.htm (8-K) — 78KB
• lmfa-ex1_1.htm (EX-1.1) — 126KB
• lmfa-ex4_1.htm (EX-4.1) — 150KB
• lmfa-ex4_2.htm (EX-4.2) — 146KB
• lmfa-ex5_1.htm (EX-5.1) — 34KB
• lmfa-ex10_1.htm (EX-10.1) — 342KB
• lmfa-ex99_1.htm (EX-99.1) — 14KB
• img17863145_0.jpg (GRAPHIC) — 14KB
• img214945398_0.jpg (GRAPHIC) — 29KB
• 0001193125-25-328694.txt ( ) — 1195KB
• lmfa-20251219.xsd (EX-101.SCH) — 25KB
• lmfa-20251219_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Securities Purchase Agreement On December 19, 2025, LM Funding America, Inc. (the "Company") and institutional investors (the "Purchasers") entered into a securities purchase agreement (the "Securities Purchase Agreement"), pursuant to which the Company agreed to issue to the Purchasers, in a registered direct offering (the "RDO"), 1,822,535 shares (the "Shares") of the Company's common stock, par value $0.001 per share ("Common Stock"), pre-funded warrants to purchase 7,332,395 shares of Common Stock (the "Pre-Funded Warrants") with an exercise price of $0.001 per share in lieu of Shares, and common warrants to purchase 9,154,930 shares of Common Stock (the "Common Warrants") with an exercise price of $0.71. The combined effective offering price for each Share (or Pre-Funded Warrant in lieu thereof) and accompanying Common Warrant in the RDO was $0.71. The RDO closed on December 22, 2025. The Company received aggregate gross proceeds from the RDO of approximately $6.0 million, before deducting fees to the Placement Agent (as defined below) and other estimated offering expenses payable by the Company. The Company currently plans to use the net proceeds from the RDO to expand its Bitcoin treasury strategy and for general corporate purposes. The Securities Purchase Agreement provides that, subject to certain exceptions, until 60 days after the closing of the RDO, neither the Company nor any of its subsidiaries will issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of common stock or common stock equivalents. The Securities Purchase Agreement also provides that, subject to certain exceptions, for a period of six months following the closing of the RDO, the Company will be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its subsidiaries of common stock or common stock equivalents (or a combination of uni

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On December 19, 2025, the Company issued a press release announcing the pricing of the RDO, a copy of which is filed herewith as Exhibit 99.1 and is incorporated 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. (d) Exhibits Exhibit Number Description 1.1 4.1 Placement Agency Agreement, dated December 19, 2025, by and among the Company and Maxim Group LLC Form of Common Warrant 4.2 Form of Pre-Funded Warrant 5.1 Opinion of Foley & Lardner LLP 10.1 Form of Securities Purchase Agreement, dated December 19, 2025, by and between LM Funding America, Inc. and Purchasers (as defined therein) 23.1 Consent of Foley & Lardner LLP (including in Exhibit 5.1) 99.1 Press Release, dated December 19, 2025 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, including, without limitation, statements relating to the Company's expectations regarding the use of proceeds from the RDO. 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 in the prospectus supplement for the RDO and in the Company's Annual Report on Form 10-K for the year ended December 31, 2024, 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: December 22, 2025 By: /s/ Richard Russell Richard Russell, Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR