SEC Form SC 13D/A filed by LM Funding America Inc. (Amendment)
$LMFA
Finance: Consumer Services
Finance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 2)*
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
LM Funding America, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
502074404
(CUSIP Number)
Richard Russell
c/o LM Funding America, Inc.
1200 West Platt Street, Suite 100
Tampa, Florida 33606
813-222-8996
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 23, 2024
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this Schedule because of §§ 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box ☐.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the
liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Richard Russell
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☐
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
United States of America
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
196,213 (1)
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
843,833 (2)
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
196,213 (1)
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
843,833 (2)
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
1,040,046
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
30.41% (3)
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
IN
|
|
|
|||
|
|
|
||||
|
(1)
|
Includes up to 83,333 shares that may be acquired pursuant to options which vest within 60 days of May 23, 2024 and excludes 83,333 shares that do not vest within 60 days of May 23, 2024.
|
|
(2)
|
Includes up to 843,833 shares that may be acquired upon the exercise of warrants held by an entity in which Mr. Russell has a beneficial interest, and through such interest may be deemed to
have shared voting and dispositive power over such shares,
|
|
(3)
|
Based on 2,492,964 shares outstanding, 83,667 shares that may be acquired pursuant to options which are currently exercisable, and 843,833 shares that may be acquired pursuant to the
exercise of warrants over which Mr. Russell may be deemed to have shared voting and dispositive power.
|
The following constitutes the Amendment No. 2 to Schedule 13D filed by the undersigned (the “Amendment”).
|
Item 1.
|
Security and Issuer.
|
This Amendment relates to the Common Stock, par value $0.001 per share (the “Shares”), of LM Funding America, Inc., a Delaware corporation (the “Issuer”). The address of the principal executive offices
of the Issuer is 1200 West Platt Street, Suite 100, Tampa, FL 33606.
This Amendment is being filed to report a change in the ownership percentage of Richard Russell as of May 23, 2024, as a result of the purchase by BRRR, LLC, a Delaware limited liability company
(“BRRR”), of warrants to purchase Shares (the “Warrants”) pursuant to that certain Warrant Purchase Agreement by and between BRRR and Mint Capital Advisers Ltd., a Bahamian limited liability company (the “Purchase Agreement”). Mr. Russell, together
with Mr. Bruce Rodgers, has 100% voting control of BRRR, and, therefore, may be deemed to have shared voting and dispositive power over the Shares issuable upon the exercise of the Warrants. Pursuant to the Purchase Agreement, BRRR purchased 170,500
Warrants at a purchase price of $0.25 per Warrant, and each Warrant is immediately exercisable.
As a result, as of May 23, 2024, Mr. Russell has the right to acquire an additional 170,500 Shares of the Issuer.
|
Item 2.
|
Identity and Background.
|
(a) This statement is filed by Richard Russell.
(b) The principal business address of Mr. Russell is 1200 West Platt Street, Suite 100, Tampa, Florida 33606.
(c) The principal business of Mr. Russell is serving as the Chief Financial Officer of the Issuer.
(d) Mr. Russell has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) Mr. Russell has not, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Mr. Russell is a citizen of the United States of America.
| Item 3. |
Source and Amount of Funds or Other Consideration.
|
Item 3 of this Schedule 13D is hereby being amended to add the following information:
On May 23, 2024, BRRR, an entity over which Mr. Russell may be deemed to have shared voting and dispositive power, purchased Warrants to purchase 170,500 Shares of the Issuer from Mint at a purchase
price of $0.25 per Warrant. The aggregate purchase price was approximately $42,625, and the Warrants have an exercise price of $30.00 per Share and are immediately exercisable. The Warrants will expire on October 19, 2026.
The foregoing description of the Warrant Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Warrant Purchase Agreement, a copy of
which is filed as Exhibit 1 hereto and incorporated herein by reference.
|
Item 4.
|
Purpose of Transaction.
|
Reference is made to Item 3, which is hereby incorporated by reference.
All of the shares of Issuer Common Stock were acquired for investment purposes. Mr. Russell intends to evaluate his holdings in the Issuer on an ongoing basis. Mr. Russell may, from time to time,
acquire additional Shares or other securities of the Issuer. In addition, he may dispose of any or all securities of the Issuer in any manner permitted by applicable securities laws. Such decisions will be based on various factors, including, without
limitation, market conditions, the price at which such shares can be purchased or sold, the financial condition and prospects of the Issuer, general economic, financial, market and industry conditions, and Mr. Russell’s personal financial condition.
Pursuant to Mr. Russell’s continued service as Chief Financial Officer of the Issuer, Mr. Russell may receive future equity awards from the Issuer in accordance with the applicable compensation plans, as may be in effect from time to time.
As Chief Financial Officer of the Issuer, Mr. Russell is involved in the oversight and management of the Issuer and setting policy for the Issuer. Mr. Russell participates with the Board of Directors
of the Issuer in the consideration of, and taking action on, significant corporate events and opportunities involving the Issuer. As a result, from time to time he may consider proposals that relate to or would result in the matters listed in Items
4(a)-(j) of Schedule 13D.
Except as otherwise described herein, Mr. Russell has no plan or proposal with respect to the Issuer in his capacity as a shareholder which relates to or would result in any of the matters listed in
Items 4(a)-(j) of Schedule 13D. Mr. Russell reserves the right to determine in the future whether to change the purpose or purposes described above or whether to adopt plans or proposals of the type referenced above.
|
Item 5.
|
Interest in Securities of the Issuer.
|
|
(a)-(b)
|
As of the date of this Report, Mr. Russell beneficially owns 1,040,046 Shares, which represents approximately 30.41% of the outstanding Shares based on 2,492,964 Shares outstanding, which is the total number
of Shares outstanding as of May 23, 2024. Mr. Russell has sole voting and dispositive power over 196,213 Shares and has shared voting and dispositive power over 843,833 Shares. The Shares are comprised of (i) 112,546 Shares held directly
(including 9,028 Shares held in the form of restricted shares that are subject to vesting), (ii) 83,667 Shares issuable upon the exercise of outstanding Common Stock options held by Mr. Russell, and (iii) 843,833 Shares that may be acquired
pursuant to the exercise of Warrants over which Mr. Russell may be deemed to have shared voting and dispositive power . The percentage of ownership reported in this Item 5 was calculated in accordance with Rule 13d-3(d)(1)(i) promulgated
under the Securities Exchange Act of 1934, as amended.
|
|
(c)
|
Except as described in this Amendment 13D, Mr. Russell has not effected any transaction with respect to the Shares in the past 60 days.
|
|
(d)
|
To the best knowledge of Mr. Russell, Mr. Russell does not have and does not know any other person who has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, and Shares beneficially
owned by Mr. Russell.
|
|
(e)
|
Not applicable.
|
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
Other than as described herein, there are no contracts, arrangements, understandings or relationships between Mr. Russell and any other person with respect to the securities of the Issuer.
|
Item 7.
|
Material to be Filed as Exhibits.
|
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: May 28, 2024
|
|
/s/ Richard Russell
Richard Russell
|