LM FUNDING AMERICA, INC. (NASDAQ:LMFA) Files An 8-K Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure.
As previously disclosed by LM Funding America, Inc. (the “Company”) in its SEC filings, on July 14, 2020, the Company notified Hanfor (Cayman) Limited and BZ Industrial Limited (collectively, “Hanfor”) that the Company had elected to terminate the Share Exchange Agreement, dated March 23, 2020, between the Company and Hanfor (the “Share Exchange Agreement”) due to Hanfor’s inability to provide audited financial statements by June 30, 2020 as required by the Share Exchange Agreement. As also previously disclosed, although the Company believes that it properly terminated the Share Exchange Agreement, on July 21, 2020, counsel to Hanfor informed the Company that Hanfor believed that the Company’s termination was not effected in accordance with the terms of the Share Exchange Agreement.
On October 23, 2020, an amended Schedule 13D was filed by Xueyuan Han, the principal owner of Hanfor, with respect his beneficial ownership of shares of common stock of the Company. In the amended Schedule 13D, Mr. Han alleged, among other things, that the Company misinterpreted the termination provisions of the Share Exchange Agreement, that Hanfor is still within a cure period under the Share Exchange Agreement, and that Hanfor is purporting to appoint a director to the Company’s Board of Directors. Following the filing of the amended Schedule 13D, the Company continues to believe that its termination of the Share Exchange Agreement was proper because, among other reasons, the failure of Hanfor to provide audited financial statements by June 30, 2020, was an uncurable default under the Share Exchange Agreement. Furthermore, the Company was informed by Hanfor prior to such termination that Hanfor would be unable to provide audited financial statements for Hanfor for the foreseeable future because of ongoing legal issues in China. As a result, the Company believes that the purported appointment of Mr. Han to the Company’s Board of Directors is invalid.
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 the Company’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 risks and uncertainties. Investors should refer to the risks detailed from time to time in the reports the Company files with the SEC, including the Company’s 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. The Company 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.