UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 27, 2023 |
LM FUNDING AMERICA, INC.
(Exact name of Registrant as Specified in Its Charter)
Delaware | 001-37605 | 47-3844457 | ||
(State or Other Jurisdiction | (Commission File Number) | (IRS Employer | ||
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1200 West Platt Street Suite 100 |
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Tampa, Florida |
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(Address of Principal Executive Offices) |
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Registrant’s Telephone Number, Including Area Code: 813 222-8996 |
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(Former Name or Former Address, if Changed Since Last Report)
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:
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| Trading |
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Common Stock par value $0.001 per share |
| LMFA |
| The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the 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 1.01 Entry into a Material Definitive Agreement.
On December 26, 2023, LM Funding America Inc. ("Company") entered into an Asset Purchase Agreement ("APA") with Platonic Holdings Inc. ("Platonic") pursuant to which the Company agreed to sell to Platonic the technology assets of Symbiont.io, LLC that the Company previously acquired on June 5, 2023 (the “Symbiont Assets”). The sale of the Symbiont Assets closed on December 27, 2023. The purchase price for the Symbiont Assets was $2.0 million in cash, of which $200,000 of which is being held in a customary indemnity escrow until December 26, 2024. The APA also contains customary representations, warranties, indemnification provisions and covenants.
The foregoing description of the APA is summary in nature qualified in its entirety by the full text of the APA, a copy of which is attached as Exhibit 10.1 to this Form 8-K.
Item 7.01 Regulation FD
On December 28, 2023, the Company issued a press release announcing the sale of the Symbiont Assets. The press release is furnished as Exhibit 99.1 and incorporated herein by reference.
The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished, shall not be deemed “filed” for any purpose, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
Exhibit Number | Description | ||||
10.1 |
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99.1 |
| Press Release Dated December 28, 2023, dated December 28, 2023 announcing sale of Symbiont Assets |
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104 | Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL) |
SIGNATURES
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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Date: | December 28, 2023 | By: | /s/ Richard Russell |
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| Richard Russell, CFO |