LM Funding America (NASDAQ: LMFA) flagged for Nasdaq $1 bid-price noncompliance

Rhea-AI Filing Summary

LM Funding America, Inc. reported that it received a notice from Nasdaq on January 7, 2026 stating that its consolidated closing bid price had stayed below $1.00 per share for 35 consecutive business days as of January 6, 2026. This means the company is not in compliance with Nasdaq Listing Rule 5550(a)(2), which sets the minimum bid price required to remain listed on The Nasdaq Capital Market, although the notice does not immediately remove the stock from the exchange.

The company has been granted a 180-calendar day grace period, until July 6, 2026, to regain compliance by having its closing bid price at or above $1.00 per share for at least ten consecutive business days. If it still does not meet the rule by that date, it may qualify for a second 180-day period if it meets other Nasdaq initial listing requirements and informs Nasdaq of plans to cure the deficiency, which could include a reverse stock split.

If the company cannot regain compliance and does not qualify for or succeed during a second grace period, its common stock could be delisted, though it would have the option to request a hearing before an independent Nasdaq Hearings Panel. The company states it will monitor its stock price and consider available options, and that the notice does not affect its current business operations or SEC reporting, while warning that there is no assurance it will regain compliance.

Positive

• None.

Negative

• Nasdaq minimum bid price noncompliance and delisting risk: LM Funding’s stock traded below $1.00 for 35 consecutive business days as of January 6, 2026, triggering a Nasdaq notice and a 180-day grace period to regain compliance or face potential delisting.

Insights

Equity markets and listing standards analyst

Nasdaq bid-price noncompliance creates delisting risk if LM Funding cannot lift its share price above $1.00.

LM Funding America, Inc. has fallen out of compliance with Nasdaq’s minimum bid price rule because its consolidated closing bid price stayed below $1.00 for 35 consecutive business days as of January 6, 2026. Under Nasdaq Listing Rule 5550(a)(2), maintaining at least $1.00 per share is a core standard for companies on The Nasdaq Capital Market, so this notice formally flags that the stock no longer meets that threshold even though trading continues.

The company now has a 180-calendar day grace period, until July 6, 2026, to restore compliance by achieving a closing bid price of at least $1.00 for ten consecutive business days. If it fails, it may seek a second 180-day period, contingent on satisfying other initial listing standards and notifying Nasdaq of an intended cure, potentially including a reverse stock split. Reverse splits can mechanically raise share price but do not change underlying business performance, so their effectiveness in sustaining compliance depends on later market trading.

If LM Funding neither regains compliance nor qualifies for an additional period, its common stock would become subject to delisting, though the company could request a hearing before an independent Nasdaq Hearings Panel, which would temporarily halt any suspension while the case is reviewed. The company notes that the notice does not affect current operations or SEC reporting, but the possibility of losing a Nasdaq listing introduces additional uncertainty around market liquidity and investor access that will hinge on whether the minimum bid price test is met by or after July 6, 2026.

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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): January 7, 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On January 7, 2026, LM Funding America, Inc. (the “Company”) received a letter from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company’s consolidated closing bid price has been below $1.00 per share for 35 consecutive business days as of January 6, 2026, and that, therefore, the Company is not in compliance with Nasdaq Listing Rule 5550(a)(2), which is the minimum bid price requirement for continued listing on The Nasdaq Capital Market. The notice does not result in the immediate delisting of the Company’s common stock from The Nasdaq Capital Market.

Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company has automatically been afforded a 180-calendar day grace period, or until July 6, 2026, to regain compliance. The continued listing standard will be met if the consolidated closing bid price of the Company’s common stock is at least $1.00 per share for a minimum of ten consecutive business days during the 180-calendar day grace period.

If the Company is not in compliance by July 6, 2026, the Company may be afforded a second 180-calendar day period to regain compliance. To qualify, the Company would be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, except for the minimum bid price requirement. In addition, the Company would be required to notify Nasdaq of its intention to cure the minimum bid price deficiency during the second compliance period, by effecting a reverse stock split, if necessary.

If the Company does not regain compliance within the allotted 180-day compliance period and is not eligible for a second 180-day compliance period, the Company’s common stock would be subject to delisting unless it requested a hearing before an independent Nasdaq Hearings Panel. A request for a hearing would stay any suspension or delisting action pending the hearing and any additional extension period granted by the Panel.

The Company intends to monitor the closing bid price of the Company’s common stock and consider its available options to resolve the non-compliance with the minimum bid price requirement. The Company’s receipt of the notice does not affect the Company’s business, operations or reporting requirements with the Securities and Exchange Commission. However, there can be no assurance that the Company will be able to regain compliance with the minimum bid price requirement or will otherwise be in compliance with other Nasdaq listing criteria.

***

This Current Report on Form 8-K may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements involve risks and uncertainty. Words such as “anticipate,” “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. Such statements are based on the Company’s current expectations and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Investors are cautioned that there can be no assurance actual results or business conditions will not differ materially from those projected or suggested in such forward-looking statements as a result of various risks and uncertainties. Investors should refer to the risks detailed from time to time in the reports the Company files with the SEC, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as well as other filings on Form 10-Q and periodic filings on Form 8-K, for additional factors that could cause actual results to differ materially from those stated or implied by such forward-looking statements. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, unless required by law.

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:	January 9, 2026	By:	/s/ Richard Russell
			Richard Russell, CFO

FAQ

Why did LM Funding America, Inc. (LMFA) receive a Nasdaq notice?

LM Funding America, Inc. received a notice because its consolidated closing bid price stayed below $1.00 per share for 35 consecutive business days as of January 6, 2026, violating Nasdaq Listing Rule 5550(a)(2) for minimum bid price.

Is LMFA being immediately delisted from Nasdaq after this notice?

No. The notice states that LM Funding America, Inc.’s common stock is not being immediately delisted from The Nasdaq Capital Market; the company has time to regain compliance.

How long does LMFA have to regain compliance with Nasdaq’s $1.00 bid price rule?

LM Funding America, Inc. has a 180-calendar day grace period, until July 6, 2026, to restore compliance by having its closing bid price at or above $1.00 per share for at least ten consecutive business days.

Can LMFA get more time beyond July 6, 2026 to meet Nasdaq’s requirements?

If still noncompliant by July 6, 2026, the company may receive a second 180-calendar day period if it meets other Nasdaq initial listing standards for The Nasdaq Capital Market (other than the minimum bid price) and tells Nasdaq how it plans to cure the deficiency.

What steps might LMFA take to regain compliance with the Nasdaq bid price rule?

The company states it will monitor the closing bid price and consider available options, and notes that curing the deficiency during a potential second 180-day period could include effecting a reverse stock split, if necessary.

Does the Nasdaq notice affect LMFA’s business operations or SEC reporting?

The company explains that receiving the notice does not affect its business, operations, or SEC reporting obligations, although there is no assurance it will successfully regain compliance with Nasdaq’s listing criteria.

What happens if LMFA fails to regain compliance and cannot get more time from Nasdaq?

If LM Funding America, Inc. does not regain compliance and is not eligible for a second 180-day period, its common stock would be subject to delisting, but the company could request a hearing before an independent Nasdaq Hearings Panel, which would stay any suspension or delisting action while the hearing is pending.