What did LMFA stockholders approve regarding warrant-related share issuances?

Stockholders approved issuing more than 19.99% of outstanding common stock upon exercise of investor warrants tied to December 2024 and December 2025 financings. This authorization, required by Nasdaq Listing Rule 5635(d), permits substantial additional share issuance if those warrants are exercised.

LM Funding (NASDAQ: LMFA) holders back large warrant issuance and reverse split range

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

LM Funding America, Inc. held its annual meeting where stockholders approved several key proposals. As of the April 21, 2026 record date, 16,216,778 common shares were outstanding, and 9,036,701 shares were represented, constituting a quorum.

Stockholders elected Bruce Rodgers and Carollinn Gould as Class I directors. They also ratified MaloneBailey, LLP as the independent registered public accounting firm for fiscal 2026. Importantly, stockholders approved, in accordance with Nasdaq Listing Rule 5635(d), the issuance of more than 19.99% of outstanding common stock upon exercise of certain investor warrants.

Stockholders further approved an amendment to the Certificate of Incorporation authorizing a reverse stock split at a ratio between one-for-five and one-for-twenty-five, with the exact ratio to be set by the Board of Directors if it deems the split advisable.

Positive

None.

Negative

Large potential share issuance: Stockholders approved, under Nasdaq Listing Rule 5635(d), issuing more than 19.99% of outstanding common stock upon exercise of certain investor warrants, which can substantially increase the share count.
Broad reverse split authorization: Approval of a reverse stock split at ratios from 1:5 to 1:25 gives the Board power to significantly alter the share price and number of outstanding shares if implemented.

Insights

Shareholders approved large potential warrant-driven share issuance and a broad reverse split authorization.

The meeting results show investors backing management on both governance and capital structure flexibility. Directors were re-elected and MaloneBailey, LLP was ratified as auditor for 2026, indicating continuity in oversight and financial reporting.

The more consequential items relate to equity. Approval under Nasdaq Listing Rule 5635(d) for issuing more than 19.99% of outstanding common stock upon warrant exercises allows substantial new share issuance tied to December 2024 and December 2025 financings. This can materially expand the share count if those warrants are exercised.

Separately, shareholders authorized a reverse stock split in a wide range from 1:5 to 1:25, with the Board empowered to choose the ratio if it decides to proceed. This tool is often used to address minimum price requirements and can significantly change the stock’s per-share price and trading dynamics once implemented.

8-K Event Classification

2 items: 5.07, 9.01

2 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Shares outstanding: 16,216,778 shares Shares represented at meeting: 9,036,701 shares Auditor ratification votes for: 8,767,142 votes +2 more

5 metrics

Shares outstanding 16,216,778 shares Common stock outstanding as of record date April 21, 2026

Shares represented at meeting 9,036,701 shares Shares present in person or by proxy at annual meeting

Auditor ratification votes for 8,767,142 votes Ratification of MaloneBailey, LLP as 2026 auditor

Warrant issuance approval votes for 2,309,796 votes Approval to issue more than 19.99% of outstanding common stock on warrant exercise

Reverse split approval votes for 7,335,079 votes Authorization of reverse stock split between 1:5 and 1:25

Key Terms

Nasdaq Listing Rule 5635(d), reverse stock split, broker non-votes, independent registered accounting firm, +1 more

5 terms

Nasdaq Listing Rule 5635(d) regulatory

"Approval in accordance with Nasdaq Listing Rule 5635(d), of the issuance of more than 19.99% of the Company’s outstanding common stock"

Nasdaq Listing Rule 5635(d) is a stock-exchange rule that determines when a company must get shareholder approval before issuing new shares tied to conversions or exercises of existing convertible securities, options or warrants. It matters to investors because it controls potential dilution of their holdings and changes in voting power—think of it like a rule that decides whether a previously agreed‑upon coupon can be redeemed without asking the group again.

reverse stock split financial

"to effect a reverse stock split of the Company's issued and outstanding shares of common stock at an exchange ratio ranging from one-for-five (1:5) to one-for-twentyfive (1:25)"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

broker non-votes regulatory

"Votes For | Votes Against | Withhold/Abstain | Broker Non-Votes 2,309,796 | 1,492,808 | 9,162 | 5,224,935"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered accounting firm financial

"ratified the appointment of MaloneBailey, LLP to serve as the Company’s independent registered accounting firm for fiscal year 2026"

An independent registered accounting firm is a third-party audit firm, usually a certified public accounting (CPA) practice, that is officially registered with the relevant regulator to perform audits of a public company's financial statements and controls. Like an impartial inspector checking a building's safety, it examines and certifies that a company’s financial records are accurate and comply with accounting rules, which helps investors trust the numbers reported by the company.

warrants financial

"common stock issuable upon the exercise of investor warrants that were issued in a financing transaction in December 2025 and the exercise, at a reduced price, of warrants originally issued in December 2024"

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.

FAQ

What reverse stock split did LMFA shareholders authorize at the 2026 annual meeting?

Shareholders approved an amendment allowing a reverse stock split of LMFA common stock at a ratio between one-for-five and one-for-twenty-five. The Board may choose the exact ratio and timing if it deems the reverse split advisable under the approved terms.

How many LMFA shares were outstanding and voted at the annual meeting?

There were 16,216,778 LM Funding America common shares outstanding and eligible to vote as of April 21, 2026. At the annual meeting, 9,036,701 shares were represented in person or by proxy, which was sufficient to constitute a quorum for conducting business.

Were LMFA’s director nominees elected at the June 2026 annual meeting?

Yes. Bruce Rodgers received 3,260,620 votes for and Carollinn Gould received 3,146,201 votes for, with 5,224,935 broker non-votes for each. Both were elected as Class I directors to serve until the third annual meeting following their election.

Did LMFA shareholders ratify the company’s independent auditor for 2026?

Yes. Stockholders ratified MaloneBailey, LLP as LM Funding America’s independent registered public accounting firm for fiscal year 2026, with 8,767,142 votes for, 182,488 votes against, and 87,071 abstentions, and no broker non-votes recorded on this proposal.

How did LMFA shareholders vote on the reverse stock split proposal?

The reverse stock split authorization received 7,335,079 votes for, 1,695,929 votes against, and 5,693 abstentions, with no broker non-votes. This approval permits the Board to implement a split between 1:5 and 1:25 if it considers such action advisable.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →

Available on EDGAR 06/18/2026 - 09:14 AM Accepted by SEC EDGAR 06/18/2026 - 09:13 AM

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): June 16, 2026

    

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 5.07 Submission of Matters to a Vote of Security Holders.

On June 16, 2026, LM Funding America, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”).

The Company’s Definitive Proxy Statement for the Annual Meeting filed with the Securities and Exchange Commission on April 28, 2026 (the “Proxy Statement”) included three proposals to be voted on by the stockholders at the Annual Meeting, and details regarding each proposal may be found in the Proxy Statement. On April 21, 2026, the record date for the Annual Meeting, there were 16,216,778 shares of the Company’s common stock outstanding and eligible to vote at the Annual Meeting. A total of 9,036,701 shares were represented in person or by proxy at the Annual Meeting, which constituted a quorum to conduct business at the Annual Meeting. With a quorum of the outstanding shares voting either by proxy or in person, the Company’s stockholders cast their votes at the Annual Meeting as described below.

Proposal 1: Election of directors

The two nominees identified below were elected to serve as Class I directors of the Company to hold office until the third annual meeting of stockholders following their election by the following final voting results:



Name	Votes For	Votes Withheld	Broker Non-Votes
Bruce Rodgers	3,260,620	551,146	5,224,935
Carollinn Gould	3,146,201	665,565	5,224,935

Proposal 2: Ratification of appointment of MaloneBailey, LLP as the company’s independent auditor to audit the Company’s 2026 financial statements

The Company’s stockholders ratified the appointment of MaloneBailey, LLP to serve as the Company’s independent registered accounting firm for fiscal year 2026 by the following final voting results:



Votes For	Votes Against	Withhold/Abstain	Broker Non-Votes
8,767,142	182,488	87,071	-

Proposal 3: Approval in accordance with Nasdaq Listing Rule 5635(d), of the issuance of more than 19.99% of the Company’s outstanding common stock issuable upon the exercise of investor warrants that were issued in a financing transaction in December 2025 and the exercise, at a reduced price, of warrants originally issued in December 2024

The Company’s stockholders approved the issuance of more than 19.99% of the Company’s outstanding common stock issuable upon the exercise of investor warrants that were issued in a financing transaction in December 2025 and the exercise, at a reduced price, of warrants originally issued in December 2024:



Votes For	Votes Against	Withhold/Abstain	Broker Non-Votes
2,309,796	1,492,808	9,162	5,224,935

Proposal 4: Approval of an amendment (in the event it is deemed by the Company’s Board of Directors to be advisable) to the Company’s Certificate of Incorporation, as amended, in the form attached to the proxy statement as Appendix A, to effect a reverse stock split of the Company's issued and outstanding shares of common stock at an exchange ratio ranging from one-for-five (1:5) to one-for-twentyfive (1:25), with the exact ratio to be determined by the Company's Board of Directors.



Votes For	Votes Against	Votes Abstain	Broker Non-Votes
7,335,079	1,695,929	5,693	0

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number		Description

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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:	June 18, 2026	By:	/s/ Richard Russell
			Richard Russell, Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

1 document