MSP Recovery details new $33.6M Nomura note, $0.8M Yorkville draw & resale shelf
Rhea-AI Filing Summary
MSP Recovery, Inc. ("MSPR") filed Prospectus Supplement No. 17 to register the potential resale of up to 398,257 Class A shares by three selling security-holders—Virage Recovery Master LP, Virage Recovery Participation LP and Palantir Technologies, Inc. The bulk of the shares (300,000) are issuable from warrants whose exercise price is only $0.0001 per share, meaning the company would receive de-minimis cash proceeds if exercised.
The document incorporates an 8-K dated 26 June 2025 that discloses fresh financing activity: (1) an Amended & Restated Nomura promissory note increasing principal to roughly $33.6 million and recording Nomura’s waiver of up to $3 million in SEPA proceeds; and (2) a $0.8 million fourth Convertible Note from Yorkville under the existing $250 million Standby Equity Purchase Agreement (SEPA). Yorkville may convert its notes at the lower of a fixed price or 95 % of the 5-day VWAP, but not below a $1.00 floor and subject to a 9.99 % ownership cap.
MSPR executed a 1-for-25 reverse split on 15 Nov 2024; all share figures are split-adjusted. As of 26 Jun 2025, the split-adjusted stock closed at $1.26; public warrants closed at $0.02.
Key implications for investors: (i) Potential dilution from resale registration, warrant exercises and future Yorkville conversions; (ii) Incremental leverage via the enlarged Nomura note; (iii) near-term liquidity support through SEPA and Nomura’s waiver, albeit with minimal cash from warrant exercises; and (iv) continued reliance on alternative financing structures rather than operating cash flow.
Positive
- Nomura waiver: Lender agreed to forego up to $3 million of SEPA proceeds, marginally improving near-term liquidity.
- Convertible Note floor price of $1.00: Limits downside conversion dilution while stock trades near that level.
- SEPA flexibility: Company retains ability to raise up to $250 million on demand, providing an ongoing financing backstop.
Negative
- Dilution risk: Registration of 398,257 shares plus Yorkville conversion capacity may significantly expand float.
- Minimal warrant proceeds: $0.0001 strike price brings negligible cash to the company despite share issuance.
- Increased leverage: Nomura note principal raised to ~$33.6 million, adding debt service obligations.
- Low share price: Post-split stock trades just above $1.00, limiting capital-raising efficiency and risking further investor dilution.
Insights
TL;DR: Dilution risk outweighs limited cash inflow; financing keeps lights on but pressures equity value.
While the updated Nomura note and Yorkville draw add a combined ~$1.6 million in net liquidity (after Nomura’s $3 million waiver), shareholders face outsized dilution. Nearly 400 k shares—plus any Yorkville conversions—can enter the float, and warrant strikes at $0.0001 generate negligible cash. The reverse split has not rebuilt pricing power, with shares still hovering near the $1.00 SEPA floor. Incremental debt pushes Nomura exposure to $33.6 million, raising servicing obligations against uncertain operating cash flow. Overall risk-return skews negative for existing equity holders.
TL;DR: Registrant remains compliant; uses exempt financing but registers resale to maintain Rule 144 liquidity.
The filing properly updates the S-1 via Rule 424(b)(3) to reflect the June 27 8-K, preserving prospectus accuracy. Resales are limited to named holders, keeping Section 5 liability contained. Convertible Notes rely on Section 4(a)(2) and accredited-investor status, a standard private placement path. The 9.99 % cap mitigates potential NYSE/Nasdaq "change of control" and shareholder approval issues under Listing Rule 5635. From a regulatory stance, documentation appears sound, though investors should monitor future amendments if share caps or floor prices are adjusted.
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-279958
PROSPECTUS SUPPLEMENT NO. 17
(to Prospectus dated October 4, 2024)
MSP RECOVERY, INC.
398,257 Shares of Class A Common Stock
This prospectus supplement no. 17 amends and supplements the prospectus dated October 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. 333-279958). 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 June 27, 2025 (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 398,257 shares of our Class A Common Stock, par value $0.0001 per share, including: (i) up to 200,000 shares of our Class A Common Stock issuable upon exercise of warrants (the “VRM Warrants”) issued to Virage Recovery Master, LP (“VRM”) pursuant to the MTA Amendment No. 2 and Amendment to the Amended and Restated Security Agreement (the “Second Virage MTA Amendment”) dated November 13, 2023; (ii) 20,000 shares of our Class A Common Stock issued to Virage Recovery Participation LP (“VRP”) and up to 100,000 shares of our Class A Common Stock issuable upon exercise of a warrant issued to VRP (the “VRP Warrant”), in partial satisfaction of amounts owed by the Company pursuant to that certain Services Agreement dated May 20, 2022 between Virage Capital Management LP (“Virage”) and the Company; and (iii) 78,257 shares of our Class A Common Stock issued to Palantir Technologies, Inc. (“Palantir”) as consideration for certain products and services rendered by Palantir. As the exercise price of the VRM Warrants and the VRP Warrant is only $0.0001 per share, should the VRM Warrants or the VRP Warrant be exercised, we would only receive nominal proceeds therefrom.
Our Common Stock, Public Warrants and New Warrants are listed on Nasdaq under the symbols “MSPR,” “MSPRZ,” and “MSPRW.” On June 26, 2025, the closing price of Common Stock was $1.26 per share, the closing price of our Public Warrants was $0.02 per warrant and the closing price of our New Warrants was $0.0023 per warrant.
Effective at 11:59 PM EDT on November 15, 2024, 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-25 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. 17 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 June 27, 2025.
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): June 26, 2025
MSP Recovery, Inc.
(Exact name of registrant as specified in its charter)
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Delaware (State or other jurisdiction |
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001-39445 (Commission |
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84-4117825 (I.R.S. Employer |
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3150 SW 38th Avenue Suite 1100 Miami, Florida |
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33146 |
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(Address of principal executive offices) |
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(Zip Code) |
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(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:
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Written communications pursuant to Rule 425 under the Securities Act |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
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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 |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Class A Common stock, $0.0001 par value per share |
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MSPR |
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Nasdaq Capital Market |
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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 |
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MSPRW |
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Nasdaq Capital Market |
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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 |
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MSPRZ |
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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.
Nomura Amended and Restated Promissory Note
As previously disclosed, MSP Recovery, Inc. (the “Company”) entered into a Promissory Note (as amended, the “Nomura Note”) with Nomura Securities International, Inc. (“Nomura”) on May 27, 2022.
On June 26, 2025, the Company further amended and restated the Nomura Note to: (i) increase the principal amount to approximately $33.6 million, and (ii) to memorialize Nomura’s waiver of its entitlement to receive up to $3 million of proceeds from the Yorkville SEPA, subject to certain limitations described therein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
As previously disclosed, on November 14, 2023, the Company entered into the Standby Equity Purchase Agreement (“SEPA”) with YA II PN, LTD, a Cayman Islands exempt limited partnership (“Yorkville”) pursuant to which the Company has the right to sell to Yorkville up to $250 million of its shares of common stock, subject to certain limitations and conditions set forth in the SEPA, from time to time during the term of the SEPA. Sales of the shares of common stock to Yorkville under the SEPA, and the timing of any such sales, are at the Company’s option, and the Company is under no obligation to sell any shares of common stock to Yorkville under the SEPA except in connection with notices that may be submitted by Yorkville, in certain circumstances as described below.
In connection with the SEPA, and subject to the conditions set forth therein, Yorkville agreed to advance to the Company in the form of convertible promissory notes (the “Convertible Notes”) an aggregate principal amount of $15.0 million (the “Pre-Paid Advances”). In 2023, the Company issued two Convertible Notes to Yorkville for a combined principal amount of $10 million, resulting in net proceeds of $9.48 million, and in 2024 the Company issued a third Convertible Note to Yorkville in the principal amount of $5.0 million, resulting in net proceeds to us of $4.75 million.
On June 26, 2025, YA PN II, Ltd. (“Yorkville”) agreed to issue a fourth Convertible Note for $0.8 million with terms substantially the same as the previous Convertible Notes, issued pursuant to the SEPA. Yorkville may convert the Convertible Notes into shares of the Company’s common stock at a conversion price equal to the lower of the Fixed Price (as defined in each Convertible Note) or 95% of the lowest daily VWAP during the five consecutive trading days immediately preceding the date of the conversion (the “Conversion Price”), which in no event may the Conversion Price be lower than the Floor Price of $1.00, provided that the number of shares issued does not cause Yorkville to exceed the 9.99% ownership limitation.
In addition, Yorkville, in its sole discretion and providing that there is a balance remaining outstanding under the Convertible Notes, may deliver a notice under the SEPA requiring the issuance and sale of shares of common stock to Yorkville at the Conversion Price in consideration of an offset of the Convertible Notes (“Yorkville Advance”). Yorkville, in its sole discretion, may select the amount of any Yorkville Advance, provided that the number of shares issued does not cause Yorkville to exceed the 9.99% ownership limitation or the amount of shares of common stock that are registered. As a result of a Yorkville Advance, the amounts payable under the Convertible Notes will be offset by such amount subject to each Yorkville Advance.
This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any shares of common stock, nor shall there be any sale of shares of common stock in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in Item 2.03 of this Current Report on Form 8-K is incorporated herein by reference.
In the SEPA, Yorkville represented to the Company, among other things, that it is an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D under the Securities Act). The securities referred to in this Current Report on Form 8-K are being issued and sold by the Company to Yorkville in reliance upon the exemption from the registration requirements of the Securities Act afforded by Section 4(a)(2) of the Securities Act.
Item 9.01. Financial Statements and Exhibits.
Exhibit Number |
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Description |
10.1 |
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Yorkville SEPA (incorporated by reference to Exhibit 10.10 to the Form 10-Q filed on November 14, 2023) |
10.2 |
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Yorkville Convertible Note dated June 26, 2025 |
10.3 |
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Amended and Restated Nomura Note dated June 26, 2025 |
104 |
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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.
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MSP RECOVERY, INC. |
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Dated: June 27, 2025 |
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By: |
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/s/ Alexandra Plasencia |
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Name: |
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Alexandra Plasencia |
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Title: |
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General Counsel |
FAQ
How many MSPR shares are being registered in Prospectus Supplement No. 17?
What cash will MSPR receive if the registered warrants are exercised?
How much did the Nomura promissory note increase?
What is the size and pricing floor of the new Yorkville Convertible Note?
When did MSPR enact its 1-for-25 reverse split?
