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UNITED STATES |
SECURITIES AND EXCHANGE COMMISSION |
Washington, D.C. 20549 |
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FORM 8-K/A |
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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): January 16, 2019 |
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LM FUNDING AMERICA, INC. |
(Exact name of registrant as specified in its charter) |
Delaware (State or other jurisdiction of incorporation) | 001-37605 (Commission File Number) | 47-3844457 (IRS Employer Identification No.) |
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| 302 Knights Run Avenue, Suite 1000 Tampa, Florida 33602 (Address of principal executive offices, including zip code)
(813) 222-8996 (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:
□ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
□ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
□ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
□ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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. □
On January 17, 2019, LM Funding America, Inc. (the “Company”) filed with the Securities and Exchange Commission a Current Report on Form 8-K (the “Initial 8-K”) to disclose that it had completed the acquisition of all of the outstanding stock of IIU Inc., a Virginia corporation (“IIU”). This Form 8-K/A amends the Initial 8-K to include the historical audited and unaudited financial statements of IIU required by Items 9.01(a) of Form 8-K that were excluded from the Initial 8-K in reliance on the instructions to such items.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(a) The audited financial statements of IIU for the year ended December 31, 2018 and December 31, 2018 are filed herewith as Exhibit 99.2.
(b)The unaudited pro forma condensed combined financial information for the Company, after giving effect to the IIU acquisition, will be filed as Exhibit 99.3 upon the filing of the Company’s consolidated 2018 financial statements by an amendment hereto.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit Number |
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2.1(1) |
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10.1(1) |
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99.1(1) |
| Press Release issued January 17, 2019
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99.2 |
| Audited Financial Statements of IIU Inc. for the years ended December 31, 2018 and 2017.
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99.3(2) |
| Unaudited Pro Forma Consolidated Balance Sheet of the Company as of the Year Ended December 31, 2018 and 2017 and Notes to the Unaudited Pro Forma Consolidated Financial Statements, all giving effect to the acquisition by the Company of IIU. | ||
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*The schedules (and similar attachments) to this exhibit have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. The registrant agrees to furnish a supplemental copy of any omitted schedule (or similar attachment) to the Securities and Exchange Commission upon request.
(1) Incorporated by reference to the Company’s Initial 8-K.
(2) To be filed by amendment.
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 that 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 management’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 factors. Please refer to the risks detailed from time to time in the reports we file with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2017, 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. We disclaim 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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