LMFA Seeks Shareholder Nod for Director Slate, Major Warrant Issuance

TL;DR

**LMFA is pushing through a massive warrant issuance that could dilute shareholders, so pay attention to that vote!**

AI Summary

LM Funding America, Inc. (LMFA) is holding its Annual Meeting of Stockholders on October 14, 2025, to address several key proposals. Stockholders will vote on the election of three Class III directors: Andrew L. Graham, Frederick Mills, and Frank Silcox, each for a three-year term. A significant proposal involves the ratification of MaloneBailey, LLP as the independent auditor for the company's 2025 financial statements. Crucially, stockholders are also asked to approve, in accordance with Nasdaq Listing Rule 5635(d), the issuance of more than 19.99% of the company's outstanding common stock. This issuance is tied to investor warrants from two financing transactions executed in August 2025. As of August 19, 2025, there were 15,198,388 shares of common stock outstanding. The Board of Directors unanimously recommends a 'FOR' vote on all proposals, including the director nominees and the warrant issuance, emphasizing the importance of these actions for the company's governance and financial structure.

Why It Matters

This DEF 14A filing is critical for LMFA investors as it outlines the company's governance structure and future capital strategy. The approval of issuing more than 19.99% of outstanding common stock via investor warrants from August 2025 financing transactions could significantly dilute existing shareholders, impacting per-share earnings and ownership percentages. For employees and customers, stable governance and a clear financial path, as indicated by auditor ratification and director elections, signal operational continuity. In a competitive market, successful capital raises and clear shareholder mandates are vital for LMFA to pursue strategic initiatives and maintain investor confidence.

Risk Assessment

Risk Level: medium — The primary risk stems from Proposal No. 3, which seeks approval for the issuance of more than 19.99% of outstanding common stock upon the exercise of investor warrants from August 2025 financing. This level of potential dilution, exceeding 19.99% of the 15,198,388 shares outstanding as of August 19, 2025, could significantly impact existing shareholder value and stock price.

Analyst Insight

Investors should carefully review Proposal No. 3 regarding the warrant issuance and consider its potential dilutive effects on their holdings. While the Board recommends 'FOR,' shareholders should evaluate if the benefits of the August 2025 financing outweigh the dilution risk before casting their vote.

Key Numbers

• 19.99% — Threshold for common stock issuance requiring shareholder approval (Issuance of more than 19.99% of outstanding common stock from August 2025 warrants)
• 15,198,388 — Shares of common stock outstanding (As of August 19, 2025, relevant for dilution calculations)
• 3 — Number of Class III directors to be elected (Andrew L. Graham, Frederick Mills, and Frank Silcox)
• 2025-10-14 — Date of Annual Meeting (When key proposals will be voted upon)
• 2025-08-19 — Record Date for voting (Stockholders of record on this date are entitled to vote)
• 33-1/3% — Quorum requirement (Percentage of shares outstanding needed for the meeting to conduct business)
• 2004 — Year of marriage (Bruce M. Rodgers and Carollinn Gould have been married since 2004)
• 67 — Age of Andrew L. Graham (Director nominee)
• 67 — Age of Frederick Mills (Director nominee)
• 2015 — Year Mr. Graham joined the board (Served as a director since LMFA's IPO in October 2015)

Key Players & Entities

• LM FUNDING AMERICA, INC. (company) — Registrant
• Bruce M. Rodgers, Esq. (person) — Chairman of the Board, Chief Executive Officer, and President
• MaloneBailey, LLP (company) — Independent auditor for 2025 financial statements
• Nasdaq (regulator) — Listing Rule 5635(d)
• Andrew L. Graham (person) — Nominee for Class III director
• Frederick Mills (person) — Nominee for Class III director
• Frank Silcox (person) — Nominee for Class III director
• HCI Group, Inc. (company) — Mr. Graham's employer (NYSE:HCI)
• Carollinn Gould (person) — Director and spouse of Bruce M. Rodgers
• Vstock Transfer, LLC (company) — Transfer agent

FAQ

Industry Context

LM Funding America, Inc. operates in the financial services sector, specifically focusing on providing funding for legal settlements and other receivables. The industry is characterized by its reliance on capital markets for funding and the need for robust risk management. Trends include increasing regulatory scrutiny and the adoption of technology to streamline operations and improve client services.

Regulatory Implications

The company is subject to various financial regulations, including those from the SEC and Nasdaq. The proposed issuance of over 19.99% of its outstanding common stock requires explicit shareholder approval under Nasdaq Listing Rule 5635(d), highlighting the importance of corporate governance and compliance with exchange rules.

What Investors Should Do

1. Vote on Director Nominees
2. Ratify Independent Auditor
3. Approve Stock Issuance
4. Review Proxy Materials

Key Dates

• 2025-10-14: Annual Meeting of Stockholders — Stockholders will vote on director elections, ratification of independent auditor, and approval of a significant stock issuance.
• 2025-09-05: Mailing of Proxy Statement — Commencement of the period for shareholders to review proposals and cast their votes.
• 2025-08-19: Record Date for Voting — Determines which stockholders are entitled to vote at the Annual Meeting.
• 2025-08: Financing Transactions and Warrant Issuance — These transactions led to the issuance of warrants, the exercise of which requires shareholder approval due to potential dilution exceeding 19.99%.

Glossary

DEF 14A

A filing with the U.S. Securities and Exchange Commission (SEC) that provides detailed information to shareholders about matters to be voted on at an annual meeting. (This document outlines the proposals and information necessary for LMFA shareholders to make informed voting decisions.)

Class III Directors

Directors elected for a specific term, typically three years, as part of a staggered board structure. (Three Class III directors are up for election at the Annual Meeting, requiring shareholder votes for their re-appointment.)

Independent Auditor

An external accounting firm hired to audit a company's financial statements to ensure accuracy and compliance with accounting standards. (Shareholders are asked to ratify the appointment of Malone Bailey, LLP as the independent auditor for the 2025 financial statements.)

Nasdaq Listing Rule 5635(d)

A rule requiring shareholder approval for certain equity issuances, particularly when the issuance exceeds 20% of the outstanding common stock. (LMFA requires shareholder approval under this rule for the issuance of more than 19.99% of its common stock related to August 2025 financing warrants.)

Investor Warrants

Options granted to investors that give them the right, but not the obligation, to purchase a company's stock at a specified price within a certain timeframe. (The exercise of warrants issued in August 2025 is the basis for the proposed stock issuance requiring shareholder approval.)

Quorum

The minimum number of shareholders or shares required to be present at a meeting for business to be legally transacted. (A quorum of 33-1/3% of outstanding shares is needed for the Annual Meeting to conduct business.)

Broker Non-Vote

Occurs when a broker holding shares in 'street name' does not have discretionary voting power on a non-routine matter and has not received voting instructions from the beneficial owner. (Broker non-votes will not be considered cast or entitled to vote on Proposals No. 1 (director elections) and No. 3 (stock issuance), potentially impacting outcomes.)

Year-Over-Year Comparison

This filing is a proxy statement for the October 14, 2025 Annual Meeting. Specific comparative financial data against a prior year's filing is not directly available within this document. However, the context of the proposed stock issuance, tied to August 2025 financing transactions, suggests a focus on capital raising and potential dilution management compared to previous periods.

Filing Documents

• lmfa-20250905.htm (DEF 14A) — 683KB
• img106855168_0.jpg (GRAPHIC) — 8KB
• img106855168_1.jpg (GRAPHIC) — 9KB
• img106855168_2.jpg (GRAPHIC) — 9KB
• img106855168_3.jpg (GRAPHIC) — 66KB
• img106855168_4.jpg (GRAPHIC) — 74KB
• img106855168_5.jpg (GRAPHIC) — 199KB
• img106855168_6.jpg (GRAPHIC) — 121KB
• 0001193125-25-197181.txt ( ) — 2509KB
• lmfa-20250905.xsd (EX-101.SCH) — 11KB
• lmfa-20250905_htm.xml (XML) — 149KB

From the Filing

DEF 14A X` UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________________________ SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to 240.14a-12 LM FUNDING AMERICA, INC . (Name of Registrant as Specified in Its Charter) ____________________________________________________ (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 . NOTICE OF ANNUAL MEETING AND PROXY STATEMENT September 5, 2025 You are cordially invited to attend our Annual Meeting of Stockholders, which will be held at 1200 West Platt Street, Suite 100 Tampa, Florida 33606, on October 14, 2025, at 3:00 p.m., local time. Stockholders will be admitted beginning at 2:45 p.m. The attached notice of Annual Meeting of Stockholders and proxy statement cover the formal business of the Annual Meeting and contains a discussion of the matters to be voted upon at the Annual Meeting. Your vote is very important. Whether or not you plan to attend the meeting in person, please vote your shares by completing, signing and returning the accompanying proxy card, or by following the instructions on the card for voting by telephone or internet. If you later decide to attend the Annual Meeting and vote in person, you may revoke your proxy at that time. On behalf of the Board of Directors and management, I would like to thank you for choosing to invest in LM Funding America, Inc. and look forward to your participation at our Annual Meeting. Bruce M. Rodgers, Esq. Chairman of the Board Chief Executive Officer LM Funding America, Inc. 1200 West Platt Street, Suite 100, Tampa, FL 33606 T (813) 222-8996 F (813) 221-7909 lmfunding.com NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO THE STOCKHOLDERS OF LM FUNDING AMERICA, INC.: TIME: 3:00 p.m., local time, on October 14, 2025. Stockholders will be admitted beginning at 2:45 p.m. PLACE: LM Funding America, Inc. 1200 West Platt Street, Suite 100 Tampa, Florida 33606 ITEMS OF BUSINESS: 1. To elect three Class III directors to hold office for a three-year term ending at the third annual meeting of stockholders following their election; 2. To ratify the appointment of MaloneBailey, LLP as the company's independent auditor to audit the company's 2025 financial statements; 3. To approve, in accordance with Nasdaq Listing Rule 5635(d), the issuance of more than 19.99% of our outstanding common stock issuable upon the exercise of investor warrants that were issued in two financing transactions in August 2025; and 4. To transact such other business that may properly come before the meeting or any adjournments or postponements thereof. RECORD DATE Stockholders of record on August 19, 2025, are entitled to notice of the Annual Meeting and are entitled to vote at the Annual Meeting in person or by proxy. ANNUAL REPORT Our 2024 Annual Report to Stockholders, as amended, which is not a part of this proxy statement, is enclosed. PROXY VOTING It is important that your shares be represented at the Annual Meeting and voted in accordance with your instructions. Please indicate your instructions by promptly signing and dating the enclosed proxy card and mailing it in the enclosed postage paid, pre-addressed envelope or by following the instructions on the proxy card for telephone or internet voting. By Order of the Board of Directors, Bruce M. Rodgers, Esq. Chairman of the Board Chief Executive Officer LM Funding America, Inc. 1200 West Platt Street, Suite 100, Tampa, FL 33606 T (813) 222-8996 F (813) 221-7909 lmfunding.com PROXY STATEMENT ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON OCTOBER 14, 2025 TO THE STOCKHOLDERS OF LM FUNDING AMERICA, INC.: September 5, 2025 This proxy statement and the form of proxy are delivered in connection with the solicitation by the Board of Directors of LM Funding America, Inc. (the "company," "we," "us," or "our"), a Delaware corporation, of proxies to be voted at our below-described Annual Meeting of Stockholders and at any adjournments or postponements thereof. You are invited to attend our Annual Meeting of Stockholders on October 14, 2025, beginning at 3:00 p.m. local time. The Annual Meeting will be held at 1200 West Platt Street, Suite 100, Tampa, Florida 33606. Stockholders will be admitted beginning at 2:45 p.m. Your vote is very important. Therefore, whether you plan to atten

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