LM Funding America Announces Pricing of Registered Direct Offering for Aggregate Gross Proceeds of $6.5 Million

Rhea-AI Summary

LM Funding America (NASDAQ: LMFA) announced a registered direct offering expected to close on or about Dec 22, 2025 to raise approximately $6.5 million gross. The company agreed to sell 1,822,535 shares and 7,332,395 pre-funded warrants, plus warrants to purchase up to 9,154,930 shares, at a combined effective price of $0.71 per share (or pre-funded warrant) plus accompanying warrant.

The company also agreed, subject to stockholder approval, to reduce the exercise price on outstanding warrants for 3,472,740 shares from $2.95 to $0.87 and extend their term to five years. The offering is being conducted under a Form S-3 shelf registration and Maxim Group is sole placement agent.

Positive

• Gross proceeds of $6.5 million expected from the offering
• Issuance of 7.33 million pre-funded warrants preserves investor ability while avoiding immediate dilution
• Warrants issued exercisable for five years after stockholder approval

Negative

• Potential dilution: up to 9.15 million warrants outstanding if exercised
• Outstanding warrants repriced from $2.95 to $0.87 (subject to approval), increasing near-term dilution
• Net proceeds reduced by placement agent fees and offering expenses (amount not specified)

News Market Reaction – LMFA

-16.66% 2.5x vol

9 alerts

-16.66% News Effect

-14.4% Trough in 10 min

-$2M Valuation Impact

$9M Market Cap

2.5x Rel. Volume

On the day this news was published, LMFA declined 16.66%, reflecting a significant negative market reaction. Argus tracked a trough of -14.4% from its starting point during tracking. Our momentum scanner triggered 9 alerts that day, indicating moderate trading interest and price volatility. This price movement removed approximately $2M from the company's valuation, bringing the market cap to $9M at that time. Trading volume was elevated at 2.5x the daily average, suggesting increased selling activity.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Common shares offered: 1,822,535 shares Pre-funded warrants: 7,332,395 pre-funded warrants Accompanying warrants: 9,154,930 shares underlying +5 more

8 metrics

Common shares offered 1,822,535 shares Registered direct offering

Pre-funded warrants 7,332,395 pre-funded warrants In lieu of common shares in offering

Accompanying warrants 9,154,930 shares underlying Warrants to purchase common stock

Unit offering price $0.71 Per share (or pre-funded warrant) plus accompanying warrant

Warrant exercise price $0.71 Exercise price of new warrants

Repriced warrants 3,472,740 shares at $0.87 Exercise price cut from $2.95 to $0.87, term extended

Gross proceeds $6.5 million Estimated aggregate gross proceeds before fees

Expected closing date December 22, 2025 Target closing for the registered direct offering

Market Reality Check

Price: $0.3438 Vol: Volume 366,309 vs 20-day ...

normal vol

$0.3438 Last Close

Volume Volume 366,309 vs 20-day average 347,463 (relative volume 1.05), showing only modest pickup pre-offering. normal

Technical Shares traded below the 200-day MA of 1.54, with price at 0.703 ahead of the offering.

Peers on Argus

LMFA was down 2.52% while several credit-services peers like PT (+0.83%), SNTG (...

LMFA was down 2.52% while several credit-services peers like PT (+0.83%), SNTG (+2.51%), and DXF (+1.4%) traded higher, with FOA and PMTS slightly negative. This points to company-specific pressure from the registered direct offering rather than a broad sector move.

Historical Context

5 past events · Latest: Dec 04 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Dec 04	Production update	Positive	-0.2%	Reported 6.9 BTC mined in November and 301.8 BTC held with expansion plans.
Nov 14	Earnings release	Negative	-13.1%	Q3 2025 revenue growth but ongoing net loss and limited cash position.
Nov 06	Earnings call notice	Neutral	-5.4%	Announced scheduling details for upcoming Q3 2025 earnings conference call.
Nov 05	Production update	Positive	+18.3%	October BTC production increase, strong treasury metrics, and share repurchase actions.
Nov 03	Buyback program	Positive	-6.5%	Announced up to $1.5M repurchase program covering about 15% of shares.

Pattern Detected

Recent history shows mixed reactions to news: operational and buyback updates sometimes led to sharp moves both up and down, while earnings and financing-related items often saw negative price responses, suggesting sensitivity to capital-structure developments.

Recent Company History

Over the last few months, LM Funding has focused on Bitcoin mining growth, capital actions, and shareholder returns. October and November 2025 production updates highlighted BTC holdings, hashrate around 0.71 EH/s, and share repurchases, with one update followed by an 18.27% gain. A $1.5 million buyback program and Q3 2025 earnings on Nov 14 brought notable volatility, including a -13.06% move after results. Today’s registered direct equity financing fits into this pattern of active balance-sheet and capital-markets activity.

Regulatory & Risk Context

Active S-3 Shelf

Shelf Active

Active S-3 Shelf Registration 2025-10-10

LM Funding has an active Form S-3/A shelf dated 2025-10-10, amended to register shares for resale by selling stockholders. The filing specifies that the company will not receive proceeds from those resale transactions, indicating the shelf primarily facilitates liquidity for existing holders rather than direct capital raising by the company.

Market Pulse Summary

The stock dropped -16.7% in the session following this news. A negative reaction despite the liquidi...

Analysis

The stock dropped -16.7% in the session following this news. A negative reaction despite the liquidity raised would fit prior patterns where financing and earnings headlines led to drawdowns, including the -13.06% move after Q3 2025 results. The deal adds 1.82M shares, 7.33M pre-funded warrants, and 9.15M new warrants at $0.71, while repricing 3.47M existing warrants to $0.87. Combined with an active Form S-3/A shelf focused on resale, concerns about dilution and warrant overhang could weigh on sentiment.

Key Terms

registered direct offering, pre-funded warrants, warrants, exercise price, +4 more

8 terms

registered direct offering financial

"shares of common stock ... in a registered direct offering."

A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.

pre-funded warrants financial

"and 7,332,395 pre-funded warrants in lieu of shares of common stock"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

warrants financial

"along with warrants to purchase up to an aggregate of 9,154,930 shares"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

exercise price financial

"The warrants will have an exercise price of $0.71, be exercisable"

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

placement agent financial

"Maxim Group LLC is acting as the sole placement agent in connection"

A placement agent is a professional or firm that helps organizations raise money from investors, such as individuals, institutions, or funds. They act like matchmakers, connecting those seeking investments with the right investors and guiding the process to ensure successful funding. For investors, they can provide access to exclusive opportunities and help navigate complex fundraising efforts.

shelf registration statement regulatory

"pursuant to a shelf registration statement on Form S-3"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

Form S-3 regulatory

"shelf registration statement on Form S-3 (File No. 333-281528)"

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

prospectus supplement regulatory

"A prospectus supplement relating to the offering will be filed"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

AI-generated analysis. Not financial advice.

TAMPA, Fla., Dec. 19, 2025 (GLOBE NEWSWIRE) -- LM Funding America, Inc. (NASDAQ: LMFA) (“LM Funding” or the “Company”), a Bitcoin treasury and mining company, today announced that it has entered into securities purchase agreements with institutional investors to purchase 1,822,535 shares of common stock and 7,332,395 pre-funded warrants in lieu of shares of common stock along with warrants to purchase up to an aggregate of 9,154,930 shares of common stock in a registered direct offering. The combined effective offering price for each share of common stock (or pre-funded warrant in lieu thereof) and accompanying warrant is $0.71. The warrants will have an exercise price of $0.71, be exercisable beginning on the effective date of stockholder approval and will expire on the five-year anniversary from the date of stockholder approval. In addition, the Company agreed to reduce the exercise price on outstanding warrants to purchase 3,472,740 shares of common stock held by an investor from $2.95 to $0.87, subject to stockholder approval, and extend the term of such warrants to five years from the date of stockholder approval.

The gross proceeds to the Company from the registered direct offering are estimated to be approximately $6.5 million, before deducting the placement agent’s fees and other estimated offering expenses payable by the Company. The offering is expected to close on or about December 22, 2025, subject to the satisfaction of customary closing conditions.

Maxim Group LLC is acting as the sole placement agent in connection with the offering.

The securities are being offered pursuant to a shelf registration statement on Form S-3 (File No. 333-281528), which was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on November 21, 2024. A prospectus supplement relating to the offering will be filed by the Company with the SEC. When available, copies of the prospectus supplement relating to the offering, together with the accompanying prospectus, can be obtained at the SEC’s website at www.sec.gov or from Maxim Group LLC, 300 Park Avenue, New York, NY 10022, Attention: Syndicate Department, or via email at syndicate@maximgrp.com or telephone at (212) 895-3500.

This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sales of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

About LM Funding America

LM Funding America, Inc. (Nasdaq: LMFA), operates as a Bitcoin treasury and mining company. The Company was founded in 2008 and is based in Tampa, Florida. The Company also operates a technology-enabled specialty finance business that provides funding to nonprofit community associations primarily in the State of Florida. For more information, please visit https://www.lmfunding.com.

Forward-Looking Statements

This press release may contain forward-looking statements made pursuant to the Private Securities Litigation Reform Act of 1995. Words such as “anticipate,” “believe,” “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. Some of these risks and uncertainties are identified in the Company's most recent Annual Report on Form 10-K and its other filings with the SEC, which are available at www.sec.gov. These risks and uncertainties include, without limitation, the expected completion, timing and size of the offering, the intended use of proceeds from the offering, the risks of operating in the cryptocurrency mining business, our limited operating history in the cryptocurrency mining business and our ability to grow that business, the capacity of our Bitcoin mining machines and our related ability to purchase power at reasonable prices, our ability to identify and acquire additional mining sites, the ability to finance our site acquisitions and cryptocurrency mining operations, our ability to acquire new accounts in our specialty finance business at appropriate prices, changes in governmental regulations that affect our ability to collect sufficient amounts on defaulted consumer receivables, changes in the credit or capital markets, changes in interest rates, and negative press regarding the debt collection industry. The occurrence of any of these risks and uncertainties could have a material adverse effect on our business, financial condition, and results of operations.

For investor and media inquiries, please contact:

Investor Relations
Orange Group
Yujia Zhai
LMFundingIR@orangegroupadvisors.com

FAQ

What is LMFA raising in the Dec 19, 2025 registered direct offering?

LMFA expects to raise approximately $6.5 million gross from the offering, before fees and expenses.

How many shares and warrants is LM Funding selling in the offering (LMFA)?

The offering includes 1,822,535 shares, 7,332,395 pre-funded warrants, and warrants to purchase up to 9,154,930 shares.

When will LMFA's registered direct offering close and under what condition?

The offering is expected to close on or about December 22, 2025, subject to customary closing conditions.

What change to existing warrants did LM Funding announce for LMFA shareholders?

Subject to stockholder approval, the exercise price on warrants for 3,472,740 shares would be reduced from $2.95 to $0.87 and extended to a five-year term.

What is the combined effective offering price per share for LMFA securities?

The combined effective offering price per share (or pre-funded warrant) plus accompanying warrant is $0.71.