LM Funding America Inc美股招股说明书(2025-10-30版)

Up to 52,668,995 Shares of Common Stock Offered by the Selling Stockholders This prospectus relates to the resale from time to time by the selling stockholders named in this prospectus under the caption “Selling Stockholders,” orthe Selling Stockholders, of up to (i) 4,799,962 outstanding shares of our common stock, par value $0.001 per share and (ii) 47,869,033 shares ofcommon stock issuable upon the exercise of common warrants and potential anti-dilution adjustments. We will not receive any proceeds from the sale ofshares being sold by the selling stockholders, unless the warrants are exercised for cash. We have agreed to bear all of the expenses incurred in connection with the registration of these shares. The selling stockholders will pay or assumebrokerage commissions and similar charges, if any, incurred for the sale of the shares. The selling stockholders identified in this prospectus may offerthe shares from time to time through public or private transactions at fixed prices, at prevailing market prices, at varying prices determined at the time ofsale, or at privately negotiated prices. We provide more information about how the selling stockholders may sell their shares of common stock in thesection titled “Plan of Distribution” beginning on page18 of this prospectus. We will not be paying any underwriting discounts or commissions inconnection with any offering of shares under this prospectus. Our common stock is listed on The NASDAQ Capital Market under the symbol “LMFA.” On October 7, 2025, the last reported sale price of ourcommon stock on The NASDAQ Capital Market was $1.28 per share. Investment in our common stock involves risks, including those described in the section titled “Risk Factors” on page 4of this prospectus. Please read carefully and consider these risk factors, as well as those included in the reports we fileunder the Securities Exchange Act of 1934, as amended (the “Exchange Act”), such as our most recent Annual Reporton Form10-K,and those included in any applicable prospectus supplement and/or other offering material we file withthe Securities and Exchange Commission (the “SEC”). Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthfulor complete. Any representation to the contrary is a criminal offense. Table of Contents TABLE OF CONTENTS ABOUT THIS PROSPECTUSCAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTSPROSPECTUS SUMMARYRISK FACTORSUSE OF PROCEEDS DESCRIPTION OF CAPITAL STOCK Table of Contents ABOUT THIS PROSPECTUS Unless the context otherwise requires, references in this prospectus to “we,” “us,” “our,” “our company,” “the Company,” or “LM Funding” refer to LMFunding America, Inc. and its subsidiaries. This prospectus is part of a registration statement on FormS-3(the “Registration Statement”) that we filed with the Securities and ExchangeCommission (the “SEC”) using the “shelf” registration process. Under this shelf registration process, the Selling Stockholders may, from time to time,sell the securities offered by it described in this prospectus. We will not receive any proceeds from the sale of the shares by the Selling Stockholders. We have not, and the Selling Stockholders have not, authorized anyone to provide you with information different than or inconsistent with theinformation contained in or incorporated by reference in this prospectus, any applicable prospectus supplement or any free writing prospectus that wehave authorized for use in connection with this offering. Neither we nor the Selling Stockholders take responsibility for and can provide no assurance asto the reliability of, any other information that others may give you. We are not, and the Selling Stockholders are not, making an offer to sell thesesecurities in any jurisdiction where the offer or sale is not permitted or in which the person making that offer or solicitation is not qualified to do so or toanyone to whom it is unlawful to make an offer or solicitation. You should assume that the information contained in or incorporated by reference in thisprospectus, any applicable prospectus supplement or in any free writing prospectus that we have authorized for use in connection with this offering, isaccurate only as of the date of those respective documents, regardless of the time of delivery of those respective documents. Our business, financialcondition, results of operations and prospects may have changed since those dates. You should read this prospectus, any applicable prospectussupplement, any free writing prospectus that we have authorized for use in connection with this prospectus and the documents incorporated by referencein this prospectus, any applicable prospectus supplement, any free writing prospectus that we have authorized for use in connection with this prospectus,in their entirety before making an investment decision. You should also read and consider the information in the doc