LM Funding (NASDAQ: LMFA) eyes reverse split, warrant vote
Rhea-AI Filing Summary
LM Funding America, Inc. is holding its annual stockholder meeting on June 16, 2026 in Tampa, Florida. Stockholders will vote on electing two Class I directors, ratifying MaloneBailey, LLP as independent auditor for the 2026 financial statements, and approving several capital-related proposals.
One proposal seeks approval under Nasdaq Listing Rule 5635(d) for issuing more than 19.99% of outstanding common stock upon exercise of investor warrants issued in December 2025 and warrants originally issued in December 2024 at a reduced price. Another proposal would allow the Board, if it deems advisable, to implement a reverse stock split of outstanding common shares at a ratio between 1-for-5 and 1-for-25. Stockholders may vote by internet, phone, or mail, and undirected proxies will be voted in line with Board recommendations.
Positive
- None.
Negative
- The proxy requests approval under Nasdaq Listing Rule 5635(d) to issue more than 19.99% of outstanding common stock upon warrant exercises, introducing the possibility of substantial shareholder dilution if fully exercised.
Insights
Proxy seeks approval for significant potential dilution and a flexible reverse split.
The proxy asks stockholders to approve warrant-related share issuance exceeding 19.99% of common stock, as well as a reverse stock split range from 1-for-5 to 1-for-25. Both items could meaningfully alter LM Funding America’s share count and trading dynamics.
The Nasdaq Listing Rule 5635(d) proposal covers investor warrants from December 2024 and December 2025, making the capital structure more warrant-driven. The reverse split authority, exercisable at the Board’s discretion, provides a wide ratio range, leaving the eventual implementation terms and timing to future Board decisions.
Stockholder voting outcomes on these proposals at the June 16, 2026 annual meeting will determine whether the company can proceed with large warrant-driven issuances and any reverse split within the approved range, shaping future share count and price per share.
Key Figures
Key Terms
Nasdaq Listing Rule 5635(d) regulatory
reverse stock split financial
independent auditor financial
investor warrants financial
Certificate of Incorporation regulatory
Compensation Summary
- Election of two Class I directors for a three-year term
- Ratification of MaloneBailey, LLP as 2026 independent auditor
- Approval under Nasdaq Listing Rule 5635(d) for >19.99% warrant share issuance
- Authorization of a 1-for-5 to 1-for-25 reverse stock split if deemed advisable
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant |
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Filed by a Party other than the Registrant |
Check the appropriate box:
Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Pursuant to §240.14a-12
LM FUNDING AMERICA, INC.
(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
No fee required.
Fee paid previously with preliminary materials.
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
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P.O. BOX 8016, CARY, NC 27512-9903
Annual Meeting of StockholdersYour vote matters!
Have your ballot ready and please use one
of the methods below for easy voting:
Your control number
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Have the 12 digit control number located in the box above
available when you access the website and follow the instructions.
LM Funding America, Inc. |
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Internet: |
Annual Meeting of Stockholders |
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www.proxypush.com/LMFA |
For Stockholders of record as of April 21, 2026 |
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• Cast your vote online • Have your Proxy Card ready • Follow the simple instructions to record your vote |
Tuesday, June 16, 2026 3:00 PM, Local Time |
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Phone: |
1200 West Platt Street, Suite 100 Tampa, Florida 33606 |
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1-866-785-4025
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• Cast your vote online • Have your Proxy Card ready • Follow the simple instructions to record your vote |
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Mail: |
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• Mark, sign and date your Proxy Card • Fold and return your Proxy Card in the postage-paid envelope provided |
YOUR VOTE IS IMPORTANT!
PLEASE VOTE BY: 3:00 PM, Local Time, June 16, 2026.
This proxy is being solicited on behalf of the Board of Directors
The undersigned hereby appoints Bruce Rodgers and Richard Russell (the "Named Proxies"), and each or either of them, as the true and lawful attorneys of the undersigned, with full power of substitution and revocation, and authorizes them, and each of them, to vote all the shares of capital stock of LM Funding America, Inc. which the undersigned is entitled to vote at said meeting and any adjournment thereof upon the matters specified and upon such other matters as may be properly brought before the meeting or any adjournment thereof, conferring authority upon such true and lawful attorneys to vote in their discretion on such other matters as may properly come before the meeting and revoking any proxy heretofore given.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, SHARES WILL BE VOTED
IDENTICAL TO THE BOARD OF DIRECTORS RECOMMENDATION. This proxy, when properly executed, will be voted in the manner directed herein. In their discretion, the Named Proxies are authorized to vote upon such other matters that may properly come before the meeting or any adjournment or postponement thereof.
You are encouraged to specify your choice by marking the appropriate box (SEE REVERSE SIDE) but you need not mark any box if you wish to vote in accordance with the Board of Directors’ recommendation. The Named Proxies cannot vote your shares unless you sign (on the reverse side) and return this card.
PLEASE BE SURE TO SIGN AND DATE THIS PROXY CARD AND MARK ON THE REVERSE SIDE
Copyright © 2026 BetaNXT, Inc. or its affiliates. All Rights Reserved
LM Funding America, Inc. Annual Meeting of Stockholders
Please make your marks like this: ☒
THE BOARD OF DIRECTORS RECOMMENDS A VOTE:
FOR ON PROPOSALS 1, 2, 3 AND 4
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YOUR VOTE |
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1. To elect two Class I directors to hold office for a three-year term ending at the third annual meeting of stockholders following their election;
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Board of Directors Recommends |
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WITHHOLD |
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Bruce M. Rodgers |
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Carollinn Gould |
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2. To ratify the appointment of MaloneBailey, LLP as the company's independent auditor to audit the company's 2026 financial statements;
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3. To approve, in accordance with Nasdaq Listing Rule 5635(d), the issuance of more than 19.99% of our 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; |
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4. To approve 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 our issued and outstanding shares of common stock at an exchange ratio ranging from one for five (1:5) to one for twenty five (1:25), with the exact ratio to be determined by our Board of Directors; and |
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5. To transact such other business that may properly come before the meeting or any adjournments or postponements thereof. |
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☐ Check here if you would like to attend the meeting in person.
Authorized Signatures - Must be completed for your instructions to be executed.
Please sign exactly as your name(s) appears on your account. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the Proxy/Vote Form.
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Signature (and Title if applicable) Date Signature (if held jointly) Date