LM Funding America, Inc. (NASDAQ: LMFA) completed a registered direct offering that raised $6.5 million in gross proceeds. The transaction sold 1,822,535 shares of common stock and 7,332,395 pre‑funded warrants, with an aggregate effective offering price of $0.71 per share. The offering also includes warrants to purchase up to 9,154,930 additional shares, exercisable at $0.71 and expiring five years from the date of stockholder approval.
The company will deploy the proceeds to strengthen its Bitcoin mining operations and treasury strategy. Planned uses include acquiring additional mining capacity, energizing new immersion‑cooled Foghashing units, and expanding vertically integrated infrastructure. The capital infusion is intended to support the company’s goal of reaching approximately 780 PH/s of hashrate by year‑end 2025 and to provide liquidity for future strategic investments.
The offering introduces potential dilution for existing shareholders. In addition to the new shares and pre‑funded warrants, LM Funding America agreed to reprice 3,472,740 outstanding warrants from an exercise price of $2.95 to $0.87, subject to stockholder approval and a five‑year extension. The repricing makes the warrants more attractive and could increase future dilution if exercised. The company’s management has highlighted the need for a lower exercise price to align warrant holders with the company’s current valuation and to support long‑term shareholder value.
LM Funding America’s recent financial performance underscores the timing of the raise. The company reported a net loss of $12.5 million for the trailing twelve months ending September 30, 2025, despite a significant revenue increase. Revenue growth was driven by higher Bitcoin mining fees and expanded mining capacity, but operating and net margins remained negative due to high operating costs and the need for capital expenditures. The August 2025 financing, which raised approximately $23 million, was also conducted under Maxim Group LLC and a Form S‑3 shelf registration effective November 21, 2024.
Investors reacted to the announcement with concerns about dilution and the repricing of warrants. The market viewed the $0.71 offering price—well below the company’s prior warrant exercise price—as a signal of valuation pressure and a potential indicator of financial strain. The repricing of outstanding warrants further heightened dilution expectations, prompting a cautious response from shareholders.
The offering is expected to close on or about December 22, 2025, and Maxim Group LLC remains the sole placement agent. The transaction is being conducted under a Form S‑3 shelf registration statement that was declared effective by the SEC on November 21, 2024.
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