MSP Recovery (MSPR) registers 32,220 shares, includes 15,239-warrant stake
Rhea-AI Filing Summary
MSP Recovery, Inc. files a prospectus supplement to register the resale of 32,220 shares of Class A Common Stock.
The registration includes up to 15,239 shares issuable upon exercise of the CPIA Warrant at an exercise price of $0.4375 per share, which would produce only nominal proceeds to the company if exercised. The company effected a 1-for-7 reverse stock split effective September 1, 2025. Market quotes on July 7, 2026 showed the common stock at $0.0198, Public Warrants at $0.0045, and New Warrants at $0.0002. The company disclosed it remains delinquent in certain SEC reports and that OTC Markets will move its securities to the Expert Market effective on or around July 17, 2026.
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Insights
Registration permits resale of 32,220 shares including warrant-derived shares.
The prospectus supplement registers up to 32,220 shares, including 15,239 shares issuable under the CPIA Warrant at $0.4375 per share. The filing reiterates the 1-for-7 reverse split effective September 1, 2025.
Quotation status changed: OTC Markets notified the company that its securities will move to the Expert Market around July 17, 2026 due to delinquent SEC filings. Subsequent public trading activity will depend on holder sales and any remedial SEC filings.
Key Figures
Key Terms
CPIA Warrant financial
Expert Market market
Reverse Split regulatory
Prospectus Supplement regulatory
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FAQ
How much is the CPIA Warrant exercise price and what proceeds would MSPR receive?
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Filed Pursuant to Rule 424(b)(3)
Registration No. 333-268616
PROSPECTUS SUPPLEMENT NO. 64
(to Prospectus dated May 4, 2024)
MSP RECOVERY, INC.
32,220 Shares of Class A Common Stock
This prospectus supplement no. 64 amends and supplements the prospectus dated May 4, 2024 (as supplemented or amended from time to time, the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (No. 333-268616). This prospectus supplement is being filed to update and supplement the information in the Prospectus with the information contained in our Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on July 8, 2026 (the “Current Report”). Accordingly, we have attached the Current Report to this prospectus supplement.
This prospectus relates to the offer and sale from time to time by the selling securityholders named in this prospectus (the “Selling Securityholders”), or their permitted transferees, of up to 32,220 shares of our Class A Common Stock, par value $0.0001 per share, held by the Selling Securityholders (the “Total Resale Shares”), including up to 15,239 shares of our Class A Common Stock issuable upon exercise of the Class A Common Stock Underlying Warrant (the “CPIA Warrant”) pursuant to an Amendment to the Claim Proceeds Investment Agreement (the “Amendment”) and a Warrant Agreement (the “Warrant Agreement”) with Brickell Key Investments LP (the “CPIA Holder”). As the exercise price of the CPIA Warrant is only $0.4375 per share, should the CPIA Holder exercise the CPIA Warrant, we would only receive nominal proceeds therefrom.
Our Common Stock, Public Warrants and New Warrants are listed on OTC Markets under the symbols “MSPR,” “MSPRZ,” and “MSPRW.” On July 7, 2026, the closing price of Common Stock was $0.0198 per share, the closing price of our Public Warrants was $0.0045 per warrant and the closing price of our New Warrants was $0.0002 per warrant.
Effective at 11:59 PM EDT on September 1, 2025, the Company amended its Second Amended and Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware to effect a 1-for-7 reverse stock split of the Company’s common stock (the “Reverse Split”). Unless otherwise noted, the share and per share information in this Prospectus Supplement No. 64 have been adjusted to give effect to the Reverse Split.
Investing in our securities involves risks. Before you invest in our securities, please carefully read the information provided in the “Risk Factors” section beginning on page 9 of the Prospectus and any in any applicable prospectus supplement, and Item IA of our Annual Report on Form 10-K for the fiscal year ending December 31, 2024, filed with the SEC on April 16, 2025.
Neither the SEC nor any state securities commission has approved or disapproved of the securities to be issued under the Prospectus or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is July 8, 2026.
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): July 6, 2026
MSP Recovery, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39445 | 84-4117825 | ||
(State
or other jurisdiction |
(Commission |
(I.R.S.
Employer |
| 3525
NW 7th Street Miami, Florida | 33125 | |
| (Address of principal executive offices) | (Zip Code) |
(305) 614-2222
(Registrant’s telephone number, including area code)
(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 | OTC Market Group, Inc. | ||
| Redeemable warrants, each lot of 4,375 warrants exercisable for one share of Class A common stock at an exercise price of $50,312.50 per share | MSPRW | OTC Market Group, Inc. | ||
| Redeemable warrants, each lot of 4,375 warrants exercisable for one share of Class A common stock at an exercise price of $0.4375 per share | MSPRZ | OTC Market Group, Inc. |
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 8.01. Other Events.
As previously reported, MSP Recovery, Inc. (the “Company”) has not filed its Annual Report on Form 10-K for the period ending December 31, 2025 or its Quarterly Report on Form 10-Q for the period ending March 31, 2026 (collectively, the “Delayed Reports”) with the Securities and Exchange Commission (“SEC”). Companies that are not current in their SEC reporting obligations in accordance with the provisions of Rule 15c2-11, promulgated under the Securities Exchange Act of 1934, as amended, do not have current information publicly available, and thus do not meet the requirements for ongoing quoting of their securities on one of the public markets operated by the OTC Markets Group.
On July 6, 2026, the Company was informed by the OTC Markets Group that the trading of its Class A common stock and publicly traded warrants (the “Publicly Traded Securities”) will move from OTC Pink Limited Information market tier to the OTC Markets Group’s “Expert Market” on or around July 17, 2026, unless it regains compliance in its financial filings. The Company does not expect that the Delayed Reports will be filed with the SEC by July 17, 2026, the end of the grace period for the Company to have current information publicly available. Accordingly, the Company’s Publicly Traded Securities will be designated for quoting on the Expert Market, effective July 17, 2026.
The Expert Market is available for unsolicited quotes only, meaning broker-dealers may use the Expert Market to publish unsolicited quotes representing orders from certain retail and institutional investors who are not affiliates or insiders of the Company. Quotations in Expert Market securities are made available to broker-dealers, institutions, and other sophisticated investors.
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). |
1
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: July 8, 2026 | ||
| By: | /s/ John H. Ruiz | |
| Name: | John H. Ruiz | |
| Title: | Chief Executive Officer | |
2