Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 20, 2023 (the "Grant Date"), the Board of Directors (the "Board") of LM
Funding America, Inc. (the "Company") approved the grant of (i) options to
purchase shares of common stock of the Company ("Options") and (ii) shares of
restricted stock ("Restricted Shares"), to each of Bruce Rodgers, Richard
Russell, and Ryan Duran in the amounts set forth below opposite such officer's
name below. The Options and Restricted Shares were granted pursuant to and
subject to the terms of the LM Funding America, Inc. 2021 Omnibus Incentive Plan
(the "Plan").
Name Number of Stock Options Number of Shares of Restricted Stock
Bruce Rodgers 1,000,000 650,000
Richard Russell 1,000,000 650,000
Ryan Duran 250,000 162,500
The Options grant each recipient the right to purchase shares of Company common
stock at a price of $0.714 per share, the fair market value of the Company's
common stock on the Grant Date. The Options vest as to 50% of the total amount
of the award on the one-year anniversary of the Grant Date and 50% of the total
amount of the award on the two-year anniversary of the Grant Date (subject to
accelerated vesting upon a change of control of the Company), provided that the
executive is in continuous employment or service to the Company through the
applicable vesting date. The Options will be subject to accelerated vesting as
follows: (a) 50% of the portion of the Options that are scheduled to vest during
the first year after the Grant Date will vest as of June 30, 2023, if the
Company's bitcoin mining operations achieve 500 petahash of computing power as
of June 30, 2023, and (b) 50% of the portion of the Options that are scheduled
to vest during the second year after the Grant Date will vest as of June 30,
2024, if the Company's bitcoin mining operations achieve 1,000 petahash of
computing power as of June 30, 2024.
The Restricted Shares vest in twelve substantially equal installments on each
monthly anniversary of the Grant Date for twelve months following the Grant Date
(subject to accelerated vesting upon a change of control of the Company),
provided that the executive is in continuous employment or service to the
Company through the applicable vesting date.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Description
Number
10.1 Form of Stock Option Award Agreement (2021 Omnibus Incentive Plan)
(incorporated by reference to Exhibit 10.3 to the Form 8-K filed on November
1, 2021)
10.2* Form of Restricted Stock Award Agreement (2021 Omnibus Incentive Plan)
(incorporated by reference to Exhibit 10.3 to the Form 8-K filed on November
1, 2021)
EX-104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
*Filed herewith
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LM FUNDING AMERICA, INC. 
