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UNITED STATES |
SECURITIES AND EXCHANGE COMMISSION |
Washington, D.C. 20549 |
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FORM |
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CURRENT REPORT |
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Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 |
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Date of Report (Date of earliest event reported): |
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(Exact name of registrant as specified in its charter) |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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(Address of principal executive offices, including zip code)
( (Registrant’s telephone number, including area code) |
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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:
Title of each class: |
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Name of each exchange on which registered |
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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 8.01 Other Information.
On December 10, 2021, LM Funding America, Inc. (the “Company”) convened the Company’s 2021 Annual Meeting of Stockholders (the “Annual Meeting”), as previously scheduled for Friday, December 10, 2021 at 3:00 p.m. EST, and adjourned the Annual Meeting without any business being conducted until 3:00 p.m. EST on Thursday, December 23, 2021, due to lack of a quorum. The Annual Meeting was adjourned to allow the Company’s stockholders additional time to vote on the proposals described in the Company’s proxy statement for the Annual Meeting.
Stockholders will be able to attend the adjourned Annual Meeting when it is reconvened at 1200 Platt Street, Suite 100, Tampa, Florida 33606, on Thursday, December 23, 2021 at 3:00 p.m. Stockholders will be admitted beginning at 2:45 p.m. EST. Stockholders who have already voted do not need to recast their votes. Proxies previously submitted in respect of the Annual Meeting will be voted at the adjourned Annual Meeting unless properly revoked in accordance with the procedures described in the Company’s proxy statement. During the period of the adjournment, the Company will continue to solicit votes from its stockholders with respect to the proposals for the Annual Meeting.
The close of business on October 19, 2021 will continue to be the record date for the determination of stockholders of the Company entitled to vote at the Annual Meeting.
On December 13, 2021, the Company issued a press release announcing the adjournment of the Annual Meeting. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Supplemental Disclosures to the Proxy Statement
On November 17, 2021, the Company filed with the Securities and Exchange Commission a definitive proxy statement (the “Original Filing”) in connection with the solicitation of proxies by the Company for the Annual Meeting and filed a supplement to the Original Filing on December 6, 2021 (the “Supplement” and the Original Filing, as supplemented by the Supplement, the “Proxy Statement”).
This Current Report on Form 8-K (this “Current Report”) is being filed to update and supplement the Proxy Statement. The information contained in this Current Report supplements and is incorporated by reference in to the Proxy Statement. Terms used in this Current Report but not otherwise defined shall have the meanings ascribed to them in the Proxy Statement. Except as specifically supplemented or amended by the information contained in this Current Report, all information in the Proxy Statement remains accurate and should be considered in voting your shares.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit Number |
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Description |
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99.1 |
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Press Release, dated December 13, 2021, announcing adjournment of the Annual Meeting. |
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EX-104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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, 2020, 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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Exhibit 99.1
LM Funding Announces Adjournment of Annual Meeting of Stockholders
TAMPA, FL, December 13, 2021 – LM Funding America, Inc. (NASDAQ: LMFA) (“LM Funding” or the “Company”), today announced that the Company’s Annual Meeting of Stockholders (the “Annual Meeting”) scheduled for Friday, December 10, 2021 at 3:00 p.m. EST, was convened and adjourned without any business being conducted due to lack of the required quorum.
A quorum consists of a majority of the shares entitled to vote. There were fewer than a majority of shares entitled to vote present, either in person or by proxy, at the convening of the Annual Meeting. The Annual Meeting therefore had no quorum and the meeting was adjourned to 3:00 p.m. EST on Thursday, December 23, 2021 at 1200 Platt Street, Suite 100, Tampa, Florida 33606 to allow additional time for the Company’s stockholders to vote on the proposals set forth in the Company’s definitive proxy statement filed with the United States Securities and Exchange Commission (the “SEC”) on November 17, 2021, as supplemented on December 6, 2021 (the “Proxy Statement”).
During the current adjournment, the Company continues to solicit votes from its stockholders with respect to the proposals set forth in the Company’s Proxy Statement.
Only stockholders of record as of the record date, October 19, 2021, are entitled to and are being requested to vote. At the time the Annual Meeting was adjourned, proxies had been submitted by stockholders representing approximately 37.5% of the shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. Proxies previously submitted in respect of the Annual Meeting will be voted at the adjourned Annual Meeting unless properly revoked, and stockholders who have previously submitted a proxy or otherwise voted need not take any action.
The Company encourages all stockholders of record on October 19, 2021, who have not yet voted, to do so by December 22, 2021 at 11:59 p.m. EST. Stockholders who have any questions require any assistance with completing a proxy or voting instruction form or who do not have the required materials may contact Richard Russell at rrussell@lmfunding.com.
If the number of additional shares of common stock voted at the adjourned Annual Meeting is not sufficient to reach a quorum, the Company intends to adjourn the Annual Meeting again, which will require the Company to incur additional costs.
Important Information
This material may be deemed to be solicitation material in respect of the Annual Meeting to be reconvened on December 23, 2021. In connection with the Annual Meeting, the Company filed the Proxy Statement. BEFORE MAKING ANY VOTING DECISIONS, SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING. The definitive proxy statement was mailed to stockholders who are entitled to vote at the Annual Meeting and the supplement to the definitive proxy statement was filed on December 6, 2021 with the SEC. No changes have been made in the proposals to be voted on by stockholders at the Annual Meeting. The Company’s Proxy Statement and any other materials filed by the Company with the SEC can be obtained free of charge at the SEC’s website at sec.gov or the Company’s website at ir.lmfunding.com.
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About LM Funding America:
LM Funding America, Inc., together with its subsidiaries, is a technology-based specialty finance company that provides funding to nonprofit community associations (Associations) primarily located in the state of Florida, as well as in the states of Washington, Colorado and Illinois, by funding a certain portion of the associations' rights to delinquent accounts that are selected by the Associations arising from unpaid Association assessments. The Company has also announced that it is entering the cryptocurrency mining business through a new subsidiary, US Digital Mining and Hosting Co., LLC.
Forward-Looking Statements:
This press release contains 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. 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, uncertainty created by the COVID-19 pandemic, the risks of entering into and operating in the cryptocurrency mining business, the Company’s ability to acquire new accounts in its specialty finance business at appropriate prices, the need for capital, the Company’s ability to hire and retain new employees, changes in governmental regulations that affect the Company’s ability to collect sufficient amounts on defaulted consumer receivables, changes in the credit or capital markets, changes in interest rates, and negative press regarding the debt collection industry. 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.
Bruce Rodgers, Chairman and CEO LM Funding America, Inc. Tel (813) 222-8996 investors@lmfunding.com |
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Document and Entity Information |
Dec. 10, 2021 |
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Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | Dec. 10, 2021 |
Title of 12(b) Security | Common Stock par value $0.001 per share |
Security Exchange Name | NASDAQ |
Trading Symbol | LMFA |
Entity Registrant Name | LM FUNDING AMERICA, INC. |
Entity Central Index Key | 0001640384 |
Entity Emerging Growth Company | false |
Entity File Number | 001-37605 |
Entity Incorporation, State or Country Code | DE |
Entity Tax Identification Number | 47-3844457 |
Entity Address, Address Line One | 1200 West Platt Street |
Entity Address, Address Line Two | Suite 1000 |
Entity Address, City or Town | Tampa |
Entity Address, State or Province | FL |
Entity Address, Postal Zip Code | 33606 |
City Area Code | 813 |
Local Phone Number | 222-8996 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
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