[D] LM Funding America, Inc. SEC Filing

Rhea-AI Filing Summary

LM Funding America, Inc. filed a Form D reporting a Regulation D private offering under Rule 506(b). The issuer states the total offering amount of $10,416,658 and reports $10,416,658 sold with remaining to be sold, indicating the offering proceeds have been fully subscribed. The filing lists 10 investors to date and shows sales commissions of $672,916. The offering closed as a new notice with the date of first sale reported as 2025-08-18. Securities offered include equity and related options/warrants, with a stated minimum investment accepted of $0. The filing was signed by CFO Richard Russell.

Positive

• Total offering fully sold: The filing reports $10,416,658 offered and $10,416,658 sold, with $0 remaining.
• Clear exemption and filing: Offering claimed under Rule 506(b) and the Form D was executed and signed by the CFO.
• No proceeds to insiders: The filing discloses $0 of gross proceeds used for payments to named officers, directors or promoters.

Negative

• Sales commissions disclosed: Sales commissions of $672,916 reduce net proceeds available to the issuer.
• Limited investor base: The filing shows only 10 investors, indicating a concentrated investor pool.

Insights

Securities/Capital Markets Analyst

TL;DR: Form D shows a fully-subscribed Rule 506(b) private equity offering raising $10.4M with modest sales commissions and 10 investors.

The filing documents a completed Regulation D offering under Rule 506(b) totaling $10,416,658, all of which is reported sold. Sales commissions are disclosed at $672,916, which represents a quantifiable cost of distribution relative to proceeds. The filing lists 10 investors and includes equity and options/warrants as offered securities, and it indicates no proceeds were paid to named officers or directors. The disclosure is routine for a private capital raise and provides the core metrics investors or analysts use to track private financings.

Corporate Governance / Compliance Expert

TL;DR: Filing appears complete and properly executed, signed by the CFO, with required Form D items disclosed.

The Form D includes the issuer's identity, principal place of business, related persons (executive officers and directors), exemption claimed (Rule 506(b)), states of solicitation, aggregate offering amounts, number of investors, sales compensation, use-of-proceeds to insiders ($0 disclosed), and signer certification. The form is signed by the CFO, meeting signatory requirements. No material governance or compliance exceptions are apparent within the reported fields.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

X None

Entity Type

0001640384

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

LM FUNDING AMERICA, INC.

Jurisdiction of Incorporation/Organization

DELAWARE

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
LM FUNDING AMERICA, INC.
Street Address 1		Street Address 2
1200 WEST PLATT STREET		SUITE 100
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
TAMPA	FLORIDA	33606	813-222-8996

3. Related Persons

Last Name	First Name	Middle Name
Russell	Richard
Street Address 1	Street Address 2
1200 West Platt Street	Suite 100
City	State/Province/Country	ZIP/PostalCode
Tampa	FLORIDA	33606

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

CFO of LM Funding America, Inc.

Last Name	First Name	Middle Name
Rodgers	Bruce
Street Address 1	Street Address 2
1200 West Platt Street	Suite 100
City	State/Province/Country	ZIP/PostalCode
Tampa	FLORIDA	33606

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

CEO and Director of LMFA

Last Name	First Name	Middle Name
Gould	Carollinn
Street Address 1	Street Address 2
1200 West Platt Street	Suite 100
City	State/Province/Country	ZIP/PostalCode
Tampa	FLORIDA	33606

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Graham	Andrew
Street Address 1	Street Address 2
1200 West Platt Street	Suite 100
City	State/Province/Country	ZIP/PostalCode
Tampa	FLORIDA	33606

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
McCree	Douglas
Street Address 1	Street Address 2
1200 West Platt Street	Suite 100
City	State/Province/Country	ZIP/PostalCode
Tampa	FLORIDA	33606

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Mills	Frederick
Street Address 1	Street Address 2
1200 West Platt Street	Suite 100
City	State/Province/Country	ZIP/PostalCode
Tampa	FLORIDA	33606

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Silcox	Frank
Street Address 1	Street Address 2
1200 West Platt Street	Suite 100
City	State/Province/Country	ZIP/PostalCode
Tampa	FLORIDA	33606

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Traber	Martin
Street Address 1	Street Address 2
1200 West Platt Street	Suite 100
City	State/Province/Country	ZIP/PostalCode
Tampa	FLORIDA	33606

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

X Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2025-08-18				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

X	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
X	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
X	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number None
Maxim Group LLC	120708
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
300 PARK AVE	16TH FLOOR
City	State/Province/Country	ZIP/Postal Code
NEW YORK	NEW YORK	10022
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US
CALIFORNIA CONNECTICUT FLORIDA NEW JERSEY NEW YORK

13. Offering and Sales Amounts

Total Offering Amount	$10,416,658	USD	or Indefinite
Total Amount Sold	$10,416,658	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

10

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$672,916	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
LM FUNDING AMERICA, INC.	/s/ Richard Russell	Richard Russell	Chief Financial Officer	2025-09-03

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

FAQ

What amount did LM Funding America (LMFA) raise in this Form D filing?

The filing reports a total offering amount of $10,416,658, with $10,416,658 sold and $0 remaining.

Under which exemption was LM Funding America's offering made?

The offering is claimed under Rule 506(b) of Regulation D.

How many investors participated in the LMFA offering?

The Form D indicates 10 investors have invested in the offering to date.

What types of securities were offered by LM Funding America?

The filing lists equity, options/warrants or other rights to acquire securities, and securities to be acquired upon exercise of those rights.

Were any proceeds paid to executives or directors according to the filing?

The Form D discloses $0 of gross proceeds used for payments to named executive officers, directors, or promoters.

Who signed the Form D for LM Funding America and when was it signed?

The Form D was signed by Richard Russell, Chief Financial Officer, on 2025-09-03.