LM FUNDING AMERICA, INC. 8-K

What Happened

• LM Funding America, Inc. held its annual meeting of stockholders on June 16, 2026 and filed an 8‑K reporting the results. The record date was April 21, 2026 (16,216,778 shares outstanding) and 9,036,701 shares were represented, constituting a quorum.
• Two Class I directors were elected: Bruce Rodgers and Carollinn Gould. Stockholders ratified MaloneBailey, LLP as the company’s independent registered accounting firm for fiscal 2026. Shareholders also approved (under Nasdaq Rule 5635(d)) issuance related to investor warrants from December 2025 and approved an amendment authorizing a reverse stock split at a ratio between 1‑for‑5 and 1‑for‑25, to be set by the board if deemed advisable.

Key Details

• Shares outstanding (record date): 16,216,778; shares represented at meeting: 9,036,701.
• Director election votes:
  • Bruce Rodgers — For: 3,260,620; Withheld: 551,146; Broker non‑votes: 5,224,935.
  • Carollinn Gould — For: 3,146,201; Withheld: 665,565; Broker non‑votes: 5,224,935.
• Auditor ratification: MaloneBailey, LLP — For: 8,767,142; Against: 182,488; Withhold/Abstain: 87,071.
• Warrant issuance approval (Nasdaq Rule 5635(d)): For: 2,309,796; Against: 1,492,808; Withhold/Abstain: 9,162; Broker non‑votes: 5,224,935.
• Reverse split amendment approval: For: 7,335,079; Against: 1,695,929; Abstain: 5,693. Board may choose a ratio between 1:5 and 1:25; approval does not by itself effect a split.

Why It Matters

• Governance: The election of two directors and ratification of the auditor confirm continuity in board composition and the company’s independent audit relationship for 2026.
• Capital structure and dilution: Approval under Nasdaq Rule 5635(d) permits issuance of more than 19.99% of outstanding shares upon exercise of certain warrants tied to prior financings, which may increase share count if exercised.
• Potential stock consolidation: The authorized reverse split range gives the board flexibility to consolidate shares (1‑for‑5 up to 1‑for‑25) if needed (for example, to meet listing requirements), but any split would require a future board action to set the ratio and implement it.
• Investors should note the specific vote totals and that approval of the reverse split and warrant issuances are authorizations — not immediate changes to share count or price.