LM FUNDING AMERICA, INC. 8-K

What Happened

• LM Funding America, Inc. announced on Dec. 19, 2025 (agreement) and closed on Dec. 22, 2025 a registered direct offering (RDO) that generated approximately $6.0 million in gross proceeds. The company issued 1,822,535 shares of common stock, pre‑funded warrants to buy 7,332,395 shares (exercise price $0.001, exercisable immediately, no expiration), and common warrants to buy 9,154,930 shares (exercise price $0.71). The combined effective price per share (or pre‑funded warrant in lieu of a share) plus accompanying common warrant was $0.71.

Key Details

• Offering closed: December 22, 2025; Securities Purchase Agreement signed Dec. 19, 2025.
• Size and instruments: 1,822,535 shares; 7,332,395 pre‑funded warrants ($0.001 exercise); 9,154,930 common warrants ($0.71 exercise). Gross proceeds ≈ $6.0M (before placement agent fees and expenses).
• Placement agent: Maxim Group LLC; fee = 6% of gross proceeds + up to $35,000 expense reimbursement and 91,549 shares issued to agent.
• Use of proceeds: stated plan to expand its Bitcoin treasury strategy and for general corporate purposes.
• Transfer/restriction covenants: company agreed (with exceptions) not to issue or announce offerings of common stock/equivalents for 60 days post‑closing and to avoid “Variable Rate Transactions” for six months.
• Stockholder approval items: common warrants are exercisable only after stockholder approval of the shares underlying them; certain existing warrants held by a participating investor (3,472,740 warrants) were agreed to be repriced from $2.95 to $0.87 and extended to five years post‑stockholder approval, subject to stockholder approval. Common warrants may be exercised cashless if a registration statement is not effective.

Why It Matters

• This financing provides LM Funding with fresh capital (≈ $6M gross) to pursue its stated Bitcoin treasury expansion and to support operations. For investors, the issuance of a large number of warrants (both new and repriced existing warrants) can lead to future dilution if exercised, contingent on stockholder approvals and registration effectiveness. The placement agent fees and share issuance are standard financing costs. Restrictions on issuing additional equity for limited periods may temporarily limit further dilutive financings.