UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~June~~September 2518, 2020 Date of Report (Date of earliest event reported)

ASTA FUNDING, INC.
(Exact name of registrant as specified in its charter)

Delaware	1-35637	22-3388607
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

210 Sylvan Avenue
Englewood Cliffs, NJ 07632

(Address of principal executive offices, zip code)

(201) 567-5648
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of exchange on which registered
Common stock, par value $0.01 per share	ASFI	Nasdaq Global Select Market

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☒☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 18.01. ~~Entry~~Other ~~Into a Material Definitive Agreement~~Events.

~~Amendment~~As topreviously disclosed, Asta Funding, Inc. (the “Company”) entered into an Agreement and Plan of Merger, dated as of April 8, 2020, and as amended June 25, 2020, by and among the Company, Asta Finance Acquisition Inc. and Asta Finance Acquisition Sub Inc. (as may be amended from time to time, the “Merger Agreement”), pursuant to which each share of the Company’s common stock outstanding at the effective time of the Merger (other than shares held by Asta Funding Acquisition Inc. and stockholders properly exercising dissenter’s rights) will be converted into the right to receive $13.10 in cash and the Company will become a wholly-owned subsidiary of Asta Finance Acquisition Inc. (the “Merger”). On August 25, 2020, the Company filed with the Securities and Exchange Commission (the “SEC”) its definitive proxy statement on Schedule 14A (the “Definitive Proxy Statement”), relating to the virtual special meeting of stockholders to be held on September 25, 2020 to, among other things, vote on a proposal to adopt the Merger Agreement.

On ~~June~~September 259, 2020, a purported stockholder of the Company filed an individual action, captioned Kringe v. Asta Funding, Inc., aet ~~Delaware~~al., ~~corporation~~No. ~~(“Asta”)~~120-cv-07323, ~~entered~~in ~~into~~the ~~Amendment~~United ~~No.~~States 1District toCourt ~~Agreement~~for ~~and~~the ~~Plan~~Southern District of ~~Merger~~New York (the “~~Amendment~~Complaint”), against the Company and the members of its Board of Directors. The ~~Amendment~~Complaint ~~amends~~generally alleges that the Definitive Proxy Statement omits certain ~~Agreement~~material ~~and~~information ~~Plan~~in violation of ~~Merger~~ Section 14(~~the~~a) ~~“Merger~~of ~~Agreement”),~~the ~~dated~~Securities ~~April~~Exchange 8,Act ~~2020,~~of by1934 and ~~among~~Rule ~~Asta~~14a-9 promulgated thereunder, ~~Asta~~and ~~Finance~~further ~~Acquisition~~that ~~Inc.,~~the amembers ~~Delaware~~of ~~corporation~~the Company’s Board of Directors are liable for those omissions under Section 20(~~“Parent”~~a), ~~and~~of ~~Asta~~the ~~Finance~~Securities ~~Acquisition~~Exchange ~~Sub~~Act ~~Inc~~of 1934., aThe ~~Delaware~~Complaint ~~corporation~~also ~~and~~alleges a ~~wholly-owned~~state ~~subsidiary~~law breach of ~~Parent~~fiduciary ~~(“Merger~~duty ~~Sub”~~claim ~~and~~against ~~together~~the members of the Company’s Board of Directors with ~~Parent,~~respect to the ~~“Parent~~same ~~Parties”)~~disclosures. ~~Under~~The relief sought in the ~~Merger~~lawsuit ~~Agreement~~includes, ~~Merger~~among ~~Sub~~other ~~shall~~things, ~~merge~~to ~~with~~enjoin ~~and~~the ~~into~~stockholder ~~Asta~~vote scheduled for September 25, ~~with~~2020 ~~Asta~~at ~~surviving~~which the ~~Merger~~Company’s asstockholders awill ~~wholly-owned~~vote ~~subsidiary~~on ofa ~~Parent~~proposal (to adopt the “Merger”) Agreement.

~~Under~~While the ~~terms~~Company ofbelieves ~~the~~that ~~Amendment, if~~ the ~~Merger~~disclosures isset ~~completed,~~forth ~~holders~~in ofthe ~~shares~~Definitive ofProxy ~~the~~Statement ~~common~~comply ~~stock~~fully ofwith ~~Asta~~applicable ~~(the~~law, ~~“Common~~and ~~Stock”)~~vigorously ~~that~~denies any ~~are~~wrongdoing ~~outstanding~~or ~~immediately~~liability ~~prior~~with respect to the ~~time~~allegations ofand ~~the~~claims ~~consummation~~asserted, ofor ~~the~~which ~~Merger~~could ~~(the~~have ~~“Effective~~been ~~Time”)~~asserted, ~~shall~~in bethe ~~entitled~~Complaint, to ~~receive~~resolve ~~$13.10~~the inalleged ~~cash~~stockholder’s ~~for~~claims ~~each~~and ~~share~~moot of the ~~Common~~disclosure ~~Stock~~claims, ~~held~~to byavoid ~~such~~nuisance, ~~stockholders~~potential ~~(the~~expense, ~~“Merger~~and ~~Consideration”)~~delay, and ~~all~~to ~~such~~provide ~~shares~~supplemental ~~shall~~information beto ~~automatically~~the ~~canceled~~Company’s ~~and~~stockholders, ~~retired~~the ~~and~~Company ~~shall~~has ~~cease~~determined to ~~exist.~~voluntarily ~~The~~supplement ~~Merger~~the ~~Agreement~~Definitive ~~had~~Proxy ~~originally~~Statement ~~provided~~with ~~that~~the ~~each~~below ~~such~~disclosures. ~~holder~~Nothing ofin ~~shares~~the ofbelow ~~Common~~supplemental ~~Stock~~disclosures ~~would~~shall be ~~entitled~~deemed toan ~~receive~~admission ~~$11.47 in cash for each share~~ of the ~~Common~~legal ~~Stock.~~necessity ~~The~~or ~~Amendment~~materiality ~~also~~under ~~required~~applicable ~~Asta~~law toof ~~enter~~any ~~into~~of the ~~Voting~~disclosures ~~Agreement~~set ~~(as~~forth ~~defined~~herein ~~below)~~or asin athe ~~condition~~Definitive ~~and~~Proxy ~~inducement~~Statement. toTo the ~~willingness~~contrary, of the ~~Parent~~Company ~~Parties~~denies toall ~~enter~~allegations ~~into~~that ~~the~~any ~~Amendment~~additional disclosure was, or is, required.

~~The~~In ~~foregoing~~accordance ~~summary~~with the applicable rules of the ~~Amendment~~SEC, isthe ~~qualified~~Company inpreviously ~~its~~disclosed ~~entirety~~a bypresentation ~~reference~~of Lincoln International LLC made to the ~~complete~~special ~~text~~committee of ~~such~~the ~~document~~Board of Directors of the Company, which iswas filed as Exhibit 2(c)(6) to its Schedule 13E-3/A filed with the SEC on July 24, 2020 (the “Previously Disclosed Presentation”).1 Nevertheless, the Company now discloses again in this Current Report on Form 8-K selected pages of the Previously Disclosed Presentation (the “Selected Pages”). Accordingly, a copy of the Selected Pages are attached ~~hereto~~as ~~and~~Exhibit ~~which~~99.1 ishereto and incorporated herein by reference.

Voting Agreement

On June 25, 2020, in connection with the execution of the Amendment, RBF Capital, LLC (“RBF”), who beneficially owns, in the aggregate, as of June 25, 2020, approximately 8.9% of the issued and outstanding shares of Common Stock, entered into a Settlement and Voting Agreement (the “Voting Agreement”) with Asta, pursuant to which RBF has, among other things, agreed to vote the shares of Common Stock beneficially owned by it, or that may become beneficially owned by it during the term of the Voting Agreement, in favor of adopting of the Merger Agreement, as amended by the Amendment, and any other matters necessary for consummation of the Merger and the other transactions contemplated by the Merger Agreement, as amended by the Amendment. Under the Voting Agreement, RBF has agreed to restrictions on its ability to transfer the shares of Common Stock owned by it, subject to certain exceptions. The obligations and rights under the Voting Agreement terminate upon the earliest of (i) the Effective Time (as defined in the Merger Agreement), (ii) the termination of the Merger Agreement, or any further material (as determined in RBF’s reasonable discretion) amendment or modification of terms of such agreements (or for the avoidance of doubt the Merger), and (iii) October 31, 2020.

The foregoing summary of the Voting Agreement is qualified in its entirety by reference to the complete text of such document, which is filed as Exhibit 10.1 attached hereto and which is incorporated herein by reference.

Additional Information about the Merger and Where to Find It

In connection with the ~~proposed~~ Merger, ~~Asta~~the ~~has~~Company filed with the ~~Securities and Exchange Commission (the “~~SEC”) a proxy statement on Schedule 14A as well as a Schedule 13E-3 Transaction Statement (~~the~~as ~~“Schedule~~has ~~13E-3”),~~been ~~each~~amended offrom ~~which~~time ~~will be amended~~ to ~~reflect the updated terms contemplated by the Amendment~~time). The proxy statement and the Schedule 13E-3 ~~will~~(and amendments thereto) contain important information about ~~Asta~~the Company, the Merger and related matters. ~~Asta~~The ~~will~~Company ~~mail~~began ormailing ~~otherwise deliver~~ the proxy statement to ~~its~~ stockholders ~~when~~on itAugust ~~becomes~~25, ~~available~~2020. Investors and stockholders of ~~Asta~~the Company are urged to read carefully the proxy statement relating to the Merger (including any amendments or supplements thereto) and the Schedule 13E-3 in(and ~~their~~amendments ~~entirety~~thereto) ~~when~~in ~~they~~their ~~are available~~entirety, because they ~~will~~ contain important information about the ~~proposed~~ Merger.

Investors and stockholders of the Company may obtain free copies of the proxy statement and the Schedule 13E-3 (and amendments thereto) for the Merger and other documents filed with the SEC by the Company through the website maintained by the SEC at www.sec.gov. In addition, investors and stockholders of the Company may obtain free copies of the proxy statement and the Schedule 13E-3 (and amendments thereto) for the Merger by contacting the Company, Attn: Seth Berman, sberman@astafunding.com.

Investors and stockholders of Asta will be able to obtain free copies of the proxy statement and the Schedule 13E-3 for the proposed Merger (when it is available) and other documents filed with the SEC by Asta through the website maintained by the SEC at www.sec.gov. In addition, investors and stockholders of Asta will be able to obtain free copies of the proxy statement and the Schedule 13E-3 for the proposed Merger (when they are available) by contacting Asta, Attn: Seth Berman, sberman@astafunding.com.

Participants in the Merger

~~Asta~~The Company and certain of its directors, executive officers and other members of management and employees may, under SEC rules, be deemed to be “participants” in the solicitation of proxies from stockholders of ~~Asta~~the Company with respect to the ~~proposed~~ Merger. Information regarding the persons who may be considered “participants” in the solicitation of proxies ~~will~~is be set forth in the ~~Asta~~Company’s proxy statement relating to the ~~proposed~~ Merger ~~when it is filed with the SEC~~. Information regarding ~~Asta~~the Company’s directors and executive officers is contained in ~~Asta~~the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2019, which was filed with the SEC on December 20, 2019 and amended on January 27, 2020, and ~~will~~is also be available in the proxy statement that ~~will~~was be filed ~~by Asta~~ with the SEC in connection with the Merger.

Cautionary Statement Regarding Forward-Looking Statements

This document contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and as that term is defined in the Private Securities Litigation Reform Act of 1995, including, but not limited to, ~~Asta~~the Company’s expectations or predictions of future financial or business performance or conditions. Forward-looking statements are sometimes identified by their use of the terms and phrases such as “estimate,” “project,” “intend,” “forecast,” “anticipate,” “plan,” “planning,” “expect,” “believe,” “will,” “will likely,” “should,” “could,” “would,” “may” or the negative of such terms and other comparable terminology. These forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time, are difficult to predict and are generally beyond the control of ~~Asta~~the Company. Actual results may differ materially from current projections.

Important factors that may cause actual results to differ materially from the results discussed in the forward-looking statements or historical experience include risks and uncertainties, including but not limited to, the ability of the parties to consummate the ~~proposed~~ Merger; satisfaction of closing conditions to the consummation of the ~~proposed~~ Merger; the impact of the announcement or the closing of the Merger on the ~~Asta~~Company’s relationships with its employees, existing customers or potential future customers; litigation and stockholder claims related to and in connection with the Merger; and the ability to realize anticipated benefits of the ~~proposed~~ Merger. Further information on the factors and risks that could affect ~~Asta~~the Company’s respective businesses, financial conditions and results of operations are contained in ~~Asta~~the Company’s filings with the SEC, which are available at www.sec.gov. Forward-looking statements contained in this Current Report on Form 8-K speak only as of the date hereof. ~~Asta~~The Company assumes no obligation to update any forward-looking statement contained in this Current Report on Form 8-K.

Item 8.01. Other Events.

On June 25, 2020, Asta issued a press release announcing the execution of the Amendment and the Voting Agreement. The press release is attached as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

~~Exhibit No.~~	Exhibit No.	Description
2.1		Amendment No. 1 to Agreement and Plan of Merger, dated as of June 25, 2020, by and among Asta Finance Acquisition, Inc., Asta Finance Acquisition Sub Inc. and Asta Funding, Inc.
	99.1	Selected pages from the Presentation Materials, dated June 19, 2020, of Lincoln International LLC to the Special Committee of the Board of Directors of the Company.
10.1		Settlement and Voting Agreement, dated as of June 25, 2020, by and between Asta Funding, Inc. and RBF Capital, LLC.
99.1		Press Release issued by Asta Funding, Inc. dated June 25, 2020.

SIGNATURE

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.

	ASTA FUNDING, INC.
Date: June 25, 2020	By:	/s/ Steven Leidenfrost
		Steven Leidenfrost
		Chief Financial Officer

ASTA FUNDING, INC.

Date: September 18, 2020

By: /s/ Seth Berman

Seth Berman

General Counsel

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