Warrant repricing at LM Funding (NASDAQ: LMFA) boosts share count

Rhea-AI Filing Summary

LM Funding America, Inc. reduced the exercise price on certain outstanding common stock warrants, increasing the number of shares that could be issued if holders choose to exercise. Warrants from the company’s August 2025 financing, which initially covered 9,553,946 shares at an exercise price of $2.41 per share, were reset so that they now cover 20,931,827 shares at an exercise price of $1.10 per share under the warrants’ reset provisions. Warrants from the company’s October 2021 public offering, which cover 1,205,157 shares at an exercise price of $2.88 per share, also had their exercise price reduced to $1.10 per share pursuant to anti-dilution adjustment provisions.

Insights

Equity & Capital Structure Analyst

LM Funding reset warrant terms, lowering exercise prices and expanding potential share issuance.

LM Funding America, Inc. adjusted existing warrant agreements tied to earlier financings. The August 2025 financing warrants, originally exercisable for 9,553,946 common shares at $2.41, were reset under their provisions to cover 20,931,827 shares at a reduced exercise price of $1.10. Separately, the October 2021 public offering warrants for 1,205,157 shares saw their exercise price cut from $2.88 to $1.10 through anti-dilution adjustments.

This type of repricing and share increase is a contractual outcome of reset and anti-dilution clauses. It does not itself issue new shares or bring in cash, but it changes the terms under which future exercises could occur. The ultimate effect depends on how many warrant holders decide to exercise at the new price and on future market conditions, which are not detailed here.

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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

Date of Report (Date of earliest event reported): August 28, 2025

LM FUNDING AMERICA, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware		001-37605		47-3844457
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1200 West Platt Street Suite 100
Tampa, Florida		33606
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: 813 222-8996

(Former Name or Former Address, if Changed Since Last Report)

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:

☐ 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))

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock par value $0.001 per share		LMFA		The Nasdaq Stock Market LLC

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 8.01. Other Events

On August 28, 2025, LM Funding America, Inc. (the “Company”) provided notice to the holders of the common stock purchase warrants issued in the Company’s August 2025 financing transactions (which warrants initially represented the right to purchase an aggregate of 9,553,946 shares of Company common stock at an exercise price of $2.41 per share) that, as a result of reset provisions in such warrants, the exercise price of such warrants has been reduced to $1.10 per share and the aggregate number of shares issuable upon exercise of such warrants has increased to 20,931,827 shares. Also on August 27, 2025 and as a result of the foregoing adjustment to the exercise price of the warrants issued in the Company’s August 2025 financing transactions, the Company provided notice to the holders of warrants issued in the Company’s October 2021 public offering (which warrants represent the right to purchase an aggregate of 1,205,157 shares of Company common stock at an exercise price of $2.88 per share) that, as a result of anti-dilution adjustment provisions in such warrants, the exercise price of such warrants has been reduced to $1.10 per share.

SIGNATURES

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.

						LM Funding America, Inc.
Date: September 2, 2025				By:		/s/ Richard Russell
						Richard Russell, Chief Financial Officer

FAQ

What change did LM Funding America (LMFA) make to its August 2025 financing warrants?

The company notified holders that warrants from its August 2025 financing, which initially allowed purchase of 9,553,946 common shares at $2.41 per share, were reset so they now cover 20,931,827 shares at a reduced exercise price of $1.10 per share under the warrants’ reset provisions.

How were LM Funding America’s October 2021 warrants affected according to this 8-K?

Warrants issued in the October 2021 public offering, representing the right to purchase 1,205,157 common shares at an exercise price of $2.88 per share, had their exercise price adjusted down to $1.10 per share pursuant to anti-dilution adjustment provisions.

Why did LM Funding America reset its warrant exercise prices in August 2025?

The company states that the August 2025 financing warrants were adjusted due to reset provisions in those warrants, and the October 2021 warrants were adjusted due to anti-dilution provisions that were triggered by the August 2025 warrant adjustment.

Does this warrant adjustment mean LM Funding America issued new shares?

The disclosure explains changes to the exercise price and the number of shares issuable upon exercise of existing warrants. It describes the potential shares underlying the warrants if exercised, rather than stating that new shares were issued at this time.

What is the new common stock warrant exercise price for LMFA after these adjustments?

After the adjustments described, both the August 2025 financing warrants and the October 2021 public offering warrants have an exercise price of $1.10 per share.

On what date did LM Funding America notify warrant holders of these changes?

The company provided notice on August 28, 2025 to holders of the August 2025 financing warrants, and on August 27, 2025 to holders of the October 2021 public offering warrants.