LM FUNDING AMERICA, INC. (NASDAQ:LMFA) Files An 8-K Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Standard; Transfer of Listing
On January 3, 2020, LM Funding America, Inc. (the “Company”) received a notification letter from the Nasdaq Listing Qualifications department of The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company was in violation of Listing Rules 5620(a) and 5810(c)(2)(G) by virtue of passing the applicable deadline for holding of its annual general meeting of shareholders for the financial year ended December 31, 2018.
On May 12, 2020, LM Funding America, Inc. (the “Company”) received a letter from The Nasdaq Hearings Panel (“Nasdaq Panel”) stating that, as a result of the Company holding its Annual Shareholder meeting on May 11, 2020, that the Company has regained compliance with Listing Rule 5810(c)(2)(A).
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 11, 2020, the Company held its most recent Annual Meeting of Shareholders (the “Annual Meeting”). The Company previously filed with the SEC its Definitive Proxy Statement and related materials pertaining to the Annual Meeting on April 15, 2020. On the record date of March 16, 2020 there were 3,234,263 shares of Company common stock outstanding and eligible to vote. At the Annual Meeting, the stockholders: (i) elected the two persons identified below to serve as Class I directors of the Company to hold office until the third Annual Meeting of Shareholders following their election; (ii) ratified the appointment of Malone Bailey LP as the independent auditor of the Company; and (iii) approved an amendment (in the event it is deemed by the Company’s Board of Directors to be advisable) to the Company’s Certificate of Incorporation, as amended, to effect a reverse stock split of the Company’s issued and outstanding common stock.
Proposal 1: Election of Directors
The final results of stockholder voting on the election of Class I directors were as follows:
Proposal 2: Ratification of the appointment of Malone Bailey LP as the Company’s Independent Auditor
The final results of stockholder voting on the ratification of the appointment of Malone Bailey LP as the Company’s independent auditor to audit the Company’s 2018 financial statements were as follows:
Votes For Votes Against Votes Abstain Broker Non-Votes
1,356,756 1,021,315 7,864 –
Proposal 3: Approval of an amendment (in the event it is deemed by the Company’s Board of Directors to be advisable) to the Company’s Certificate of Incorporation, as amended, to effect a reverse stock split of the Company’s issued and outstanding common stock.
The final results of stockholder voting on the approval of an amendment (in the event it is deemed by the Company’s Board of Directors to be advisable) to the Company’s Certificate of Incorporation, as amended, to effect a reverse stock split of the Company’s issued and outstanding common stock at a ratio within the range of one-for-two (1:2) to one-for-ten (1:10), as determined by the Board of Directors, were as follows:
Votes For Votes Against Votes Abstain Broker Non-Votes
1,816,085 568,515 1,335 –
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, 2019, 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.
