LM Funding America (Nasdaq: LMFA) enacts 1-for-25 reverse stock split to meet Nasdaq bid rule
Rhea-AI Filing Summary
LM Funding America, Inc. reports that Nasdaq has granted an additional 180-day period, until January 4, 2027, to regain compliance with the Nasdaq Capital Market’s $1.00 minimum bid price requirement. To address this, the company is implementing a 1-for-25 reverse stock split of its common stock, effective at 12:01 a.m. Eastern Time on July 13, 2026, after which shares will trade on a split-adjusted basis under the symbol LMFA.
The reverse split converts every 25 issued and outstanding shares into one share, with no change to par value, no change to the total number of authorized shares, and fractional shares rounded up to the next whole share. Exercise prices and share amounts for outstanding options, restricted stock units, warrants, and plan reserves will be adjusted proportionately. Existing effective registration statements on Form S-3 and Form S-8 are automatically updated, and the number of registered but undistributed shares is proportionately reduced under Rule 416(b) to reflect the split.
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Insights
Reverse split aims to fix Nasdaq bid-price deficiency but brings typical dilution optics risk.
LM Funding has received until January 4, 2027 to cure its Nasdaq $1.00 minimum bid-price deficiency and is executing a 1-for-25 reverse stock split effective July 13, 2026. The stock will continue trading on the Nasdaq Capital Market under the LMFA symbol, with a new CUSIP.
Economically, the reverse split is value-neutral by itself; it consolidates every 25 shares into one while keeping total authorized shares unchanged and rounding fractional shares up. Registration statements on Form S-3 and S-8 remain in place, but the number of registered, undistributed shares is proportionately reduced under Rule 416(b), which helps preserve consistency between legal registrations and the new share count.
Strategically, management links this move to maintaining exchange listing and supporting future access to capital as it expands Bitcoin mining and high-performance computing and AI infrastructure. The bid price still must remain at or above $1.00 for at least 10 consecutive business days before January 4, 2027 to fully resolve the compliance issue, so trading performance after the split will be important for meeting Nasdaq requirements.
8-K Event Classification
Key Figures
Key Terms
Reverse Stock Split financial
Bid Price Rule regulatory
Nasdaq Capital Market regulatory
high-performance computing technical
Rule 416(b) regulatory
equity incentive compensation plans financial
FAQ
What Nasdaq compliance issue does LMFA address with the reverse stock split?
What is the reverse stock split ratio and effective date for LMFA?
What happens to LMFA options, RSUs, and warrants after the reverse split?
What are LMFA’s Bitcoin and power infrastructure positions mentioned in the filing?
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UNITED STATES |
SECURITIES AND EXCHANGE COMMISSION |
Washington, D.C. 20549 |
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Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 |
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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:
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company
If an emerging growth company, indicate by check mark if 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 3.01Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As previously reported, on January 7, 2026, LM Funding America, Inc. (the “Company”) received a letter from the Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that its consolidated closing bid price had been below $1.00 per share for 30 consecutive business days as of January 6, 2026, and therefore, the Company’s common stock was no longer in compliance with the $1.00 bid price per share requirement for continued listing on the Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”). In accordance with Nasdaq Listing Rules, the Company was provided 180 calendar days, or until July 6, 2026, to regain compliance with the Bid Price Rule.
On July 7, 2026, the Company received a second letter (the “Second Notification”) from Nasdaq notifying the Company that the Company’s common stock had not regained compliance with the Bid Price Rule. However, Nasdaq determined that the Company is eligible for an additional 180 calendar day period, or until January 4, 2027, to regain compliance. Nasdaq’s determination was based on the Company meeting the continued listing requirement for market value of publicly held shares and all other applicable requirements for initial listing on the Nasdaq Capital Market, with the exception of the Bid Price Rule, and the Company’s written notice of its intention to cure the deficiency during the second compliance period by effecting a reverse stock split, if necessary.
The Company is undertaking the Reverse Stock Split (as defined below in Item 5.03 of this Current Report on Form 8-K), and believes that following the completion of the Reverse Stock Split, it will regain timely compliance with the Bid Price Rule.
If at any time prior to January 4, 2027, the closing bid price of the Company’s common stock is at least $1.00 per share for a minimum of 10 consecutive business days, Nasdaq will provide written confirmation of compliance and the matter will be closed.
If the Company does not regain compliance with the Bid Price Rule by January 4, 2027, Nasdaq will provide written notification that the Company’s common stock will be delisted. At that time, the Company may appeal Nasdaq’s delisting determination to a hearings panel pursuant to the procedures set forth in the applicable Nasdaq Listing Rules. However, there can be no assurance that, if the Company appeals the delisting determination to a hearings panel, such appeal would be successful. The Company will continue to monitor the closing bid price of its common stock and evaluate its available options to regain compliance with the Bid Price Rule, as necessary. The Second Notification has no immediate effect on the listing or trading of the Company’s common stock, which continues to trade on the Nasdaq Capital Market under the ticker symbol “LMFA.”
Item 3.03 Material Modification to Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As previously disclosed, on June 16, 2026, the Company held a meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders approved the proposal to amend the Company’s Certificate of Incorporation (the “Certificate of Incorporation”), to effect a reverse stock split of its issued and outstanding common stock at a ratio within the range of one-for-five (1:5) to one-for-twenty five (1:25), as determined by the Board of Directors of the Company (the “Board”), in order to regain compliance with the Bid Price Rule.
On June 24, 2026, the Board approved a one-for-twenty five reverse stock split of the Company’s issued and outstanding common stock (the “Reverse Stock Split”). On July 9, 2026, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to its Certificate of Incorporation (the “Certificate of Amendment”) to effect the Reverse Stock Split. The Reverse Stock Split will become effective as of 12:01 a.m.
Eastern Time on July 13, 2026, and the Company’s common stock will begin trading on a split-adjusted basis when the market opens on July 13, 2026.
When the Reverse Stock Split becomes effective, every twenty-five (25) shares of the Company’s issued and outstanding common stock (and such shares held in treasury) will automatically be converted into one share of common stock, without any change in the par value per share. In addition, a proportionate adjustment will be made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding stock options, restricted stock units and warrants to purchase shares of common stock and the number of shares reserved for issuance pursuant to the Company’s equity incentive compensation plans. Any fraction of a share of common stock that would be created as a result of the reverse stock split will be rounded up to the next whole share.
The Company’s common stock will continue to trade on Nasdaq under the symbol “LMFA.” The new CUSIP number for the common stock following the Reverse Stock Split will be 502074602. A copy of the Certificate of Amendment is attached as Exhibit 3.1 hereto and incorporated herein by reference.
Item 7.01 Regulation FD.
On July 9, 2026, the Company issued a press release announcing the Reverse Stock Split. The press release is furnished as Exhibit 99.1 and incorporated herein by reference.
The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished, shall not be deemed “filed” for any purpose, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), except as expressly set forth by specific reference in such a filing.
Item 8.01 Other Events.
The information provided in Item 5.03 is hereby incorporated by reference.
The Company has registration statements on Form S-3 (File Nos. 333-289887, 333-284259, 333-281528 and 333-282023), and Form S-8 (File No. 333-262316) on file with the Securities and Exchange Commission (the “SEC”). SEC regulations permit the Company to incorporate by reference future filings made with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the termination of the offerings covered by registration statements filed on Form S-3, Form S-1 or Form S-8. The information incorporated by reference is considered to be part of the prospectus included within each of those registration statements. Information in this Item 8.01 of this Current Report on Form 8-K is therefore intended to be automatically incorporated by reference into each of the active registration statements listed above, thereby amending them. Pursuant to Rule 416(b) under the Securities Act, the amount of undistributed shares of common stock deemed to be covered by the effective registration statements of the Company described above are proportionately reduced to give effect to the Reverse Stock Split.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
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3.1 |
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Certificate of Amendment to Certificate of Incorporation, filed July 9, 2026 |
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Press release issued July 9, 2026 |
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Forward-Looking Statements
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, 2025, 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.
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.
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LM Funding America, Inc.
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/s/ Richard Russell Richard Russell |
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LM Funding Announces 1-for-25 Reverse Stock Split to Ensure Compliance with Nasdaq Continued Listing Requirements and to Attract a Broader Audience of Investors
TAMPA, FL - July 9, 2026, LM Funding America, Inc. (NASDAQ: LMFA) ("LM Funding" or "LMFA"), a Bitcoin treasury and mining company expanding into high-performance computer and AI infrastructure, today announced a 1-for-25 reverse stock split of its outstanding common stock, effective at 12:01 a.m. Eastern time on July 13, 2026. Beginning July 13, 2026, LM Funding’s common stock will trade on a split-adjusted basis.
Bruce M. Rodgers, Chairman and CEO of LM Funding, stated, “Our recently announced focused expansion into high-performance computing and AI infrastructure is a strategic transformation that we believe enables us to capitalize on our already developed and scalable facility assets. Our sites in Oklahoma and Mississippi provide a near-term foundation with a power capacity and footprint that we believe uniquely positions us to meet the rising demand for compute capabilities to power advanced AI infrastructures. The reverse stock split ensures we remain in compliance with Nasdaq listing standards and preserves the access to capital markets that our next phase of planned growth will require. We're confident this strategic direction aligns our assets with the significant demand in this sector and allows us to create real, lasting value for our shareholders.”
At LM Funding’s Annual Meeting of Shareholders (the “Annual Meeting”) held on June 16, 2026, the Company’s shareholders approved a proposal to amend the Company’s Certificate of Incorporation to effect a reverse stock split of its common stock at a ratio within the range of one-for-five (1:5) to one-for-twenty five (1:25), as determined by the Company’s Board of Directors. On June 24, 2026, the Company’s Board of Directors adopted a resolution approving and authorizing a 1-for-25 reverse split, and on July 9, 2026, LM Funding filed a Certificate of Amendment to its Certificate of Incorporation to effect the reverse stock split effective as of July 13, 2026. There will be no change to the total number of authorized shares of LM Funding Common Stock as set forth in the Certificate of Incorporation of the Company, as amended.
LM Funding’s shares of common stock will continue to trade on the Nasdaq Capital Market under the symbol “LMFA.” The new CUSIP number for the Company’s common stock post reverse stock split is 502074 602.
Upon the effectiveness of the reverse stock split, every 25 shares of LM Funding’s issued and outstanding common stock will automatically be converted into one share of common stock. No fractional shares will be issued. Any fraction of a share of common stock that would be created as a result of the reverse stock split will be rounded up to the next whole share.
About LM Funding America
LM Funding America, Inc. (Nasdaq: LMFA) is a Bitcoin treasury and mining company expanding into high-performance computing and artificial intelligence infrastructure. Founded in 2008 and headquartered in Tampa, Florida, the Company operates 26 megawatts of wholly-owned power infrastructure across facilities in
Oklahoma and Mississippi and holds 322.7 Bitcoin as of May 31, 2026. The Company also operates a technology-enabled specialty finance business providing 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. Statements regarding the following subjects, among others, may be forward-looking: the anticipated timing, effectiveness, and benefits of the reverse stock split; whether the reverse stock split will increase the bid price of the Company’s common stock and whether any such increase can be maintained for the minimum period necessary; whether the reverse stock split will enable the Company to regain and maintain compliance with the minimum bid price requirement of The Nasdaq Capital Market; the Company’s ability to maintain the listing of its common stock on The Nasdaq Capital Market; and the effect of the reverse stock split on the market price, liquidity, marketability, and trading volume of the Company’s common stock.
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 risk that the market price of the Company’s common stock may not increase or may not increase in proportion to the reduction in the number of outstanding shares following the reverse stock split; the risk that the reverse stock split may not result in a per-share price that is high enough, or maintained for a long enough period, to regain or maintain compliance with the minimum bid price requirement for continued listing on The Nasdaq Capital Market; the risk that the Company may otherwise be unable to satisfy the continued listing requirements of The Nasdaq Capital Market and that its common stock could be delisted; and the Company’s ability to successfully enter and operate in the high-performance computing and AI infrastructure business, the availability and cost of GPU and related infrastructure equipment, competition in the HPC and AI compute market, and the Company’s ability to finance its site acquisitions and cryptocurrency mining operations. The occurrence of any of these risks and uncertainties could have a material adverse effect on the Company’s business, financial condition, and results of operations.
Investor and Media Contact
KCSA Strategic Communications
Todd Fromer
Tfromer@KCSA.com
732-241-5193