LM Funding America, Inc. Announces At-The-Market Offering Agreement with Maxim Group LLC

Key Points:

• LM Funding America, Inc. (“LMFA”) has entered into an At The Market Offering Agreement with Maxim Group LLC (“Manager”) dated March 27, 2026.
• The agreement enables LMFA to issue and sell shares of its common stock, \$0.001 par value per share, from time to time through or to Maxim Group LLC, acting as sales agent and/or principal.
• The shares will be offered pursuant to LMFA’s shelf registration statement (File Number 333-281528) on Form S-3, which is effective with the SEC.
• All shares issued will be fully paid, nonassessable, and freely tradable without restriction, except for those arising from purchasers’ actions.
• The legal opinion relating to the issuance and sale of the shares has been provided by Foley & Lardner LLP and is included as Exhibit 5.1.

Details for Investors:

• Offering Price: The Company will not authorize the issuance and sale of shares at a price lower than the minimum price designated by its Board of Directors, or a duly authorized committee or officer, and notified in writing to the Manager.
• Suspension Rights: Both LMFA and Maxim Group may suspend the offering of shares at any time and for any reason, provided that obligations relating to shares sold prior to notice remain unaffected.
• Conditions for Sale: Sales are subject to the continuing accuracy of LMFA’s representations and warranties, performance of its obligations, and satisfaction of additional conditions specified in Section 6 of the agreement.
• Regulatory Compliance: The Company must comply with Regulation M under the Exchange Act, and will provide notice to Maxim Group to allow for compliance.
• Exchange Listing: The common stock is listed on Nasdaq under the symbol “LMFA”, and the Company confirms compliance with all listing and maintenance requirements. The shares will be eligible for electronic transfer through the Depository Trust Company (DTC).
• Disclosure Obligations: LMFA will disclose the number of shares sold, net proceeds, and compensation paid to Maxim Group in its annual and quarterly reports, and more frequently if required by SEC policy.
• Use of Proceeds: Net proceeds from the sale of shares will be applied in the manner set forth in the prospectus.
• No Other Sales Agency Agreement: LMFA confirms it has not entered into any other sales agency agreements or similar arrangements for at-the-market offerings of its shares.
• Indemnification: The agreement includes provisions for representations, warranties, and indemnities that survive the transaction, regardless of any investigation.
• Important Legal Opinions: The opinion from Foley & Lardner LLP confirms legality of the share issuance and is expressly incorporated into the filing.

Potential Share Price Sensitivity:

• The announcement of an at-the-market offering may be price sensitive, as it allows LMFA to issue additional shares over time, potentially leading to dilution of existing shareholders.
• The minimum price set by the Board is a safeguard against excessive dilution, but investors should monitor any updates regarding offering price and number of shares sold.
• Any suspension or termination of the offering, material changes in LMFA’s business or financial position, or compliance issues with Nasdaq listing requirements could affect share value.
• No material adverse change has been reported since the latest audited financial statements, but investors should watch for disclosures in subsequent SEC filings.

Other Notable Points:

• LMFA affirms that it is not an “investment company” under the Investment Company Act of 1940 and will conduct its business to avoid such classification.
• No other agents or representatives have been authorized for at-the-market offerings.
• The Company has not taken actions to manipulate the share price or facilitate the offering in violation of Regulation M.
• Management and Board members have not resigned, and no requests for confidential treatment of information are pending before the SEC.

Shareholder Actions:

• Shareholders should monitor SEC filings for updates on the number of shares sold, offering price, and use of proceeds.
• Be aware of potential dilution and consider the impact of additional share issuance on earnings per share and voting power.
• Watch for future announcements regarding suspension or resumption of the offering, as well as any material adverse changes in business or financial condition.

Disclaimer:
This article is a summary interpretation of the LM Funding America, Inc. SEC Form 8-K and associated At The Market Offering Agreement filed March 27, 2026, and is intended for informational purposes only. It does not constitute investment advice, solicitation, or an offer to buy or sell any securities. Investors should conduct their own due diligence and consult their financial advisors prior to making any investment decisions. The information is based on publicly available filings and may be subject to change or update.

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