As filed with the Securities and Exchange Commission on October 18, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 205499
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
LM Funding AMERICA, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
6199 |
47-3844457 |
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(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
1200 West Platt Street, Suite 100
Tampa, Florida 33606
Telephone No.: (813) 222-8996
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Richard Russell
Chief Financial Officer
1200 West Platt Street, Suite 100
Tampa, Florida 33606
Telephone No.: (813) 222-8996
(Name, address including zip code, and telephone number, including area code, of agent for service)
Copies to:
Curt P. Creely, Esq.
Foley & Lardner LLP
100 North Tampa Street, Suite 2700
Tampa, Florida 33602
Telephone No.: (813) 229-2300
Facsimile No.: (813) 221-4210
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☑
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☑ 333-259423
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large Accelerated filer |
☐ |
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Accelerated filer |
☐ |
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Non-accelerated filer |
☑ |
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Smaller reporting company |
☑ |
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Emerging growth company |
☐ |
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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 7(a)(2)(B) of the Securities Act. ☐
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CALCULATION OF REGISTRATION FEE
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Title of Each Class of |
Proposed Maximum Aggregate Offering |
Amount of Registration |
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Units, each Unit consisting of one share of common stock, par value $0.001 per share and one common warrant to purchase one share of common stock |
$5,750,000 |
$533.03 |
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(i) Common stock included in the Units (3) |
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(ii) Common warrants included in the Units(3) |
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Shares of common stock issuable upon exercise of common warrants (4) |
$6,066,250 |
$562.35 |
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Total |
$11,816,250 |
$1,095.38 |
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(1) |
Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(o) under the Securities Act of 1933, as amended (the “Securities Act”). LM Funding America, Inc. previously registered securities with a proposed maximum aggregate offering price of $59,081,250 on a Registration Statement on Form S-1 (Registration No. 333-259423), as amended (the "Related Registration Statement"), and paid a fee of $6,445.78. In accordance with Rule 462(b) under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of no more than 20% of the maximum aggregate offering price of the remaining securities eligible to be sold under the Related Registration Statement is hereby registered. |
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(2) |
Pursuant to Rule 416 under the Securities Act, the securities being registered hereunder include such indeterminate number of additional securities as may be issued after the date hereof as a result of stock splits, stock dividends or similar transactions. |
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(3) |
No additional registration fee is payable pursuant to Rule 457(i) under the Securities Act. |
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(4)
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Pursuant to Staff Compliance and Disclosure Interpretation 240.06, equals the aggregate exercise price of the warrants.
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THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE COMMISSION IN ACCORDANCE WITH RULE 462(B) OF THE SECURITIES ACT OF 1933, AS AMENDED.
EXPLANATORY NOTE AND INCORPORATION BY REFERENCE
LM Funding America, Inc. (the “Company”) is filing this registration statement with the Securities and Exchange Commission, or SEC, pursuant to Rule 462(b) under the Securities Act of 1933, as amended. This registration statement relates to the public offering of securities contemplated by the registration statement on Form S-1, as amended (File No. 333-259423), which was originally filed with the SEC on September 9, 2021 and declared effective on October 18, 2021 (the “Registration Statement”).
We are filing this registration statement for the purpose of registering additional securities of the Company with the proposed maximum aggregate offering price not to exceed $11,816,250. The information set forth in the Registration Statement, including all exhibits thereto and all information incorporated by reference therein, is incorporated by reference in this filing.
The required opinions and consents are listed on the exhibit index and filed with this filing.
EXHIBIT INDEX
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Exhibit Number |
Document Description |
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5.1 |
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23.1 |
Consent of MaloneBailey, LLP independent registered public accounting firm. |
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23.3 |
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24.1 |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, Florida, on this 18th day of October, 2021.
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LM FUNDING AMERICA, INC. |
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By: |
/s/ Bruce M. Rodgers |
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Bruce M. Rodgers, Chairman of the Board of Directors and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-1 has been signed by the following persons in the capacities and on the dates indicated.
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Signature |
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Title |
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Date |
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/s/ Bruce M. Rodgers |
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Chief Executive Officer and Chairman of the Board |
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October 18, 2021 |
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Bruce M. Rodgers |
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(Principal Executive Officer) |
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/s/ Richard Russell |
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Chief Financial Officer |
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October 18, 2021 |
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Richard Russell |
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(Principal Financial Officer and Principal Accounting Officer) |
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Director |
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October 18, 2021 |
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Carollin Gould |
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Director |
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October 18, 2021 |
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Andrew Graham |
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Director |
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October 18, 2021 |
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Martin Traber |
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Director |
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October 18, 2021 |
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Douglas I. McCree
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Director |
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October 18, 2021 |
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Joel E. Rodgers, Sr.
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Director |
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October 18, 2021 |
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Frederick Mills |
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Bruce M. Rodgers, Attorney-in-Fact