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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

Date of Report (Date of earliest event reported): February 18, 2025

 

MSP Recovery, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

 

 

 

 

Delaware

(State or other jurisdiction
of incorporation)

001-39445

(Commission
File Number)

84-4117825

(I.R.S. Employer
Identification No.)

 

 

3150 SW 38th Avenue

Suite 1100

Miami, Florida

33146

(Address of principal executive offices)

(Zip Code)

(305) 614-2222

(Registrant’s telephone number, including area code)

N/A

(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:

☐

Written communications pursuant to Rule 425 under the Securities Act

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

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

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Class A Common stock, $0.0001 par value per share

MSPR

Nasdaq Capital Market

 

 

 

 

 

Redeemable warrants, each lot of 625 warrants exercisable for one share of Class A common stock at an exercise price of $7,187.50 per share

MSPRW

Nasdaq Capital Market

 

 

 

 

 

Redeemable warrants, each lot of 625 warrants exercisable for one share of Class A common stock at an exercise price of $0.0625 per share

 

MSPRZ

 

Nasdaq Capital Market

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 1.01. Entry into a Material Definitive Agreement.

Pursuant to the first Amendment to the Master Transaction Agreement, dated April 11, 2023 (the “First Amendment”), for each calendar month beginning with January 31, 2024 and ending when the VRM Full Return (as defined in the Master Transaction Agreement dated March 9, 2022 (as amended, the “MTA”)) is paid in full, MSP Recovery, Inc. (the “Company”) is required to either: (i) pay in cash or (ii) issue a warrant to purchase a number of shares of Class A Common Stock of the Company, or some combination thereof, to Virage Recovery Master LP (“VRM”) equal to the quotient of 1% of the calendar month-end balance of the Unpaid Base Amount (as defined in the MTA) (the “Required Monthly Issuance”).

To date, the Company has issued 10 warrants to VRM pursuant to the First Amendment, entitling Virage to purchase 9,751,339 shares of Class A Common Stock at a purchase price of $0.0025 per share for a period of two years from issuance, exercisable on a cashless basis only.

In connection with negotiations to restructure the Company’s obligations under the MTA, on February 18, 2025, the Company entered into a term sheet agreement with Virage to amend the MTA, whereby Virage and the Company agreed, subject to certain conditions, to enter into definitive documentation at a later date to: (i) exercise the VRM Warrants to purchase that number of shares that would result in Virage owning 33 1/3% of the then issued and outstanding Class A Common Stock (the “Warrant Exercise”), (ii) surrender to the Company any remaining unexercised VRM Warrants, or portions thereof, for termination, (iii) contemporaneous with the Warrant Exercise, terminate its agreement to hold no more than 9.99% of the outstanding Common Stock of the Company, (iv) subject to certain conditions, grant proxy voting rights to the MRCS Principals over an amount of shares of Class A Common Stock issuable to Virage from the Warrant Exercise such that the MRCS Principals will have voting control over 51% of the total outstanding Parent Class A Common Stock, and (v) terminate any obligation of the Company to satisfy the Required Monthly Issuance.

Capitalized but undefined terms have the same meaning as set forth in the MTA.

Item 9.01. Financial Statements and Exhibits.

(d)
Exhibits

Exhibit

Number

Description

104

Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document).

 

 

 

 

 

SIGNATURES

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

 

 

 

 

MSP RECOVERY, INC.

Dated: February 24, 2025

 

 

 

 

 

 

 

By:

/s/ Alexandra Plasencia

 

 

Name:

Alexandra Plasencia

 

 

Title:

General Counsel

 

 

v3.25.0.1
Document And Entity Information
Feb. 18, 2025
Document Information [Line Items]  
Document Type 8-K
Amendment Flag false
Document Period End Date Feb. 18, 2025
Entity Registrant Name MSP Recovery, Inc.
Entity Central Index Key 0001802450
Entity Emerging Growth Company true
Entity File Number 001-39445
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 84-4117825
Entity Address, Address Line One 3150 SW 38th Avenue
Entity Address, Address Line Two Suite 1100
Entity Address, City or Town Miami
Entity Address, State or Province FL
Entity Address, Postal Zip Code 33146
City Area Code (305)
Local Phone Number 614-2222
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Ex Transition Period false
Common Stock [Member]  
Document Information [Line Items]  
Title of 12(b) Security Class A Common stock, $0.0001 par value per share
Trading Symbol MSPR
Security Exchange Name NASDAQ
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $287.50 per share [Member]  
Document Information [Line Items]  
Title of 12(b) Security Redeemable warrants, each lot of 625 warrants exercisable for one share of Class A common stock at an exercise price of $7,187.50 per share
Trading Symbol MSPRW
Security Exchange Name NASDAQ
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $0.0025 per share [Member]  
Document Information [Line Items]  
Title of 12(b) Security Redeemable warrants, each lot of 625 warrants exercisable for one share of Class A common stock at an exercise price of $0.0625 per share
Trading Symbol MSPRZ
Security Exchange Name NASDAQ
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