LM Funding America, Inc. Form 8-K Filing

LM Funding America, Inc. (the "Company") entered into a securities purchase agreement on December 19, 2025, with institutional investors for a registered direct offering (RDO). The offering involved 1,822,535 shares of common stock, pre-funded warrants for 7,332,395 shares, and common warrants for 9,154,930 shares, with a combined effective offering price of $0.71 per share and accompanying common warrant. The RDO closed on December 22, 2025, raising approximately $6.0 million in gross proceeds. The Company plans to use these proceeds to expand its Bitcoin treasury strategy and for general corporate purposes. The agreement includes restrictions on the Company issuing additional stock or equivalents for 60 days post-closing and prohibits Variable Rate Transactions for six months. Common warrants are exercisable after stockholder approval and expire five years after that date, while pre-funded warrants are perpetual. The Company also amended outstanding warrants from December 29, 2024, reducing the exercise price of 3,472,740 warrants to $0.87 and extending their termination date. Maxim Group LLC acted as the exclusive placement agent, receiving a 6.0% cash fee, 1.0% in common stock, and reimbursement for expenses up to $35,000. The Company also entered into a placement agency agreement with Maxim Group LLC, outlining the terms of their engagement and compensation.