Powercompute Inc — Current Report (Form 8-K)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

LM FUNDING AMERICA, INC.

(Exact name of Registrant as Specified in Its Charter)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

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 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 16, 2026, LM Funding America, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”).

The Company’s Definitive Proxy Statement for the Annual Meeting filed with the Securities and Exchange Commission on April 28, 2026 (the “Proxy Statement”) included three proposals to be voted on by the stockholders at the Annual Meeting, and details regarding each proposal may be found in the Proxy Statement. On April 21, 2026, the record date for the Annual Meeting, there were 16,216,778 shares of the Company’s common stock outstanding and eligible to vote at the Annual Meeting. A total of 9,036,701 shares were represented in person or by proxy at the Annual Meeting, which constituted a quorum to conduct business at the Annual Meeting. With a quorum of the outstanding shares voting either by proxy or in person, the Company’s stockholders cast their votes at the Annual Meeting as described below.

Proposal 1: Election of directors

The two nominees identified below were elected to serve as Class I directors of the Company to hold office until the third annual meeting of stockholders following their election by the following final voting results:

Proposal 2: Ratification of appointment of MaloneBailey, LLP as the company’s independent auditor to audit the Company’s 2026 financial statements

The Company’s stockholders ratified the appointment of MaloneBailey, LLP to serve as the Company’s independent registered accounting firm for fiscal year 2026 by the following final voting results:

Proposal 3: Approval in accordance with Nasdaq Listing Rule 5635(d), of the issuance of more than 19.99% of the Company’s outstanding common stock issuable upon the exercise of investor warrants that were issued in a financing transaction in December 2025 and the exercise, at a reduced price, of warrants originally issued in December 2024

The Company’s stockholders approved the issuance of more than 19.99% of the Company’s outstanding common stock issuable upon the exercise of investor warrants that were issued in a financing transaction in December 2025 and the exercise, at a reduced price, of warrants originally issued in December 2024:

Proposal 4: 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, in the form attached to the proxy statement as Appendix A, to effect a reverse stock split of the Company's issued and outstanding shares of common stock at an exchange ratio ranging from one-for-five (1:5) to one-for-twentyfive (1:25), with the exact ratio to be determined by the Company's Board of Directors.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.