MSP Recovery registers 32K shares for resale
Rhea-AI Filing Summary
MSP Recovery, Inc. (MSPR) filed a prospectus supplement registering for resale up to 32,220 shares of Class A common stock held by selling securityholders, including 15,239 shares issuable upon exercise of a CPIA Warrant at $0.4375 per share, from which the company would receive only nominal proceeds if exercised.
The company’s common stock and warrants are quoted on the OTC Markets Group’s Expert Market and lack an active public trading market, so current closing prices are not publicly available. A 1-for-7 reverse stock split of common stock became effective at 11:59 PM EDT on September 1, 2025, and share data in this supplement reflect that adjustment.
MSP Recovery also reports new short-term financing: Hazel Partners Holdings LLC provided two discretionary advances of $0.03 million each under a working capital facility, and VRM MSP Recovery Partners, LLC provided two one-time advances of $0.03 million each, all for operating expenses. These are standalone accommodations; the company states it has no rights to, and no reasonable basis to expect, any further advances under the Hazel facility and that the agreements do not provide access to ongoing liquidity.
Positive
- None.
Negative
- No committed liquidity under working capital facility: advances from Hazel are fully discretionary, do not reinstate availability, and the company states it has no rights to, and no reasonable basis to expect, any further advances or ongoing liquidity from this source.
- Reliance on small, one-time cash infusions: Hazel and VRM each provided only $0.03 million twice for operating expenses, highlighting dependence on limited, ad hoc funding rather than stable financing arrangements.
Key Figures
Key Terms
Operational Collection Floor financial
Working Capital Credit Facility financial
reverse stock split financial
Expert Market market
Emerging growth company regulatory
FAQ
What is the exercise price and size of the CPIA Warrant mentioned for MSPR?
What reverse stock split did MSPR implement and when did it take effect?
What new financing did MSPR obtain from Hazel Partners Holdings LLC?
What advances did VRM MSP Recovery Partners, LLC provide to MSPR?
Does MSPR have any committed liquidity under its working capital credit facility?
Where is MSPR stock currently quoted and is there an active market?
AI-generated analysis. How Rhea-AI works. Not financial advice.
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-268616
PROSPECTUS SUPPLEMENT NO. 68
(to Prospectus dated May 4, 2024)
MSP RECOVERY, INC.
32,220 Shares of Class A Common Stock
This prospectus supplement no. 68 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 August 31, 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 eligible for unsolicited quotations on the OTC Markets Group’s Expert Market under the symbols “MSPR,” “MSPRZ,” and “MSPRW,” respectively. Quotations for securities on the Expert Market are not publicly available, and our securities do not have an active public trading market. Accordingly, current closing prices for our Common Stock, Public Warrants, and New Warrants are not publicly available.
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. 68 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 August 31, 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): August 14, 2026
MSP Recovery, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39445 | 84-4117825 | ||
(State
or other jurisdiction |
(Commission File Number) |
(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 1.01. Entry into a Material Definitive Agreement
Hazel Partners Holdings, LLC Fundings
On August 17, 2026, MSP Recovery, Inc. (the “Company”), through its subsidiaries, entered into a letter agreement with Hazel Partners Holdings LLC (“Hazel”), in its capacity as administrative agent and lender under the Company’s existing working capital credit facility (the “August 17, 2026 Letter Agreement”) to provide $0.03 million to be used primarily for operating expenses.
On August 26, 2026, the Company, through its subsidiaries, entered into a letter agreement with Hazel, in its capacity as administrative agent and lender under the Company’s existing working capital credit facility (the “August 26, 2026 Letter Agreement,” and collectively with the August 17, 2026 Letter Agreement, the “Hazel Letter Agreements”) to provide $0.03 million to be used primarily for operating expenses.
As previously disclosed in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 (the “Q3-2025 Form 10-Q”), the Company is party to a working capital credit facility with Hazel (the “Working Capital Credit Facility”), which includes a discretionary funding mechanism referred to as the Operational Collection Floor. Advances under the Operational Collection Floor are made solely at Hazel’s discretion, are not subject to any commitment or minimum availability, and are conditioned on the satisfaction or waiver of applicable conditions under the governing credit documentation. The Working Capital Credit Facility does not provide the Company with committed liquidity, does not establish a borrowing base, and does not obligate Hazel to fund any amounts.
As of the filing of the Q3-2025 Form 10-Q, the Company disclosed that aggregate advances under the Operational Collection Floor had reached approximately $6.0 million, and that no remaining funding capacity was available under the facility at that time.
Pursuant to the Hazel Letter Agreements, Hazel has agreed, in its sole discretion, to make two one-time advances of $0.03 million and $0.03 million (the “Advances”), respectively, to increase the Operational Collection Floor beyond the previously disclosed level. The advances were funded on August 18, 2026 and August 28, 2026, respectively, subject to the conditions set forth in the Hazel Letter Agreements and the underlying credit agreement, including the absence of any event of default or default at the time of funding.
The Advances are standalone accommodations, and do not reinstate, replenish, or otherwise reopen availability under the Working Capital Credit Facility or the Operational Collection Floor. Other than these specific advances, no additional funding is currently available to the Company under the Working Capital Credit Facility, and the Company has no rights to, and no reasonable basis to expect, any further advances thereunder. The Hazel Letter Agreements do not modify the discretionary nature of the facility, do not create any commitment for future funding, and do not provide the Company with access to ongoing or recurring liquidity.
The Company cautions that the receipt of the Advances should not be viewed as indicative of Hazel’s willingness to provide future funding, the availability of additional liquidity, or the Company’s ability to meet its operating or debt service obligations beyond the funding of this specific amount.
The foregoing description of the Hazel Letter Agreements does not purport to be complete and are qualified in their entirety by reference to the Hazel Letter Agreements, copies of which are filed as exhibits to this Current Report on Form 8-K.
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VRM MSP Recovery Partners, LLC Advances
On August 14, 2026, the Company entered into a letter agreement (the “Third Addendum”) with VRM MSP Recovery Partners, LLC (“VRM”), pursuant to which VRM agreed to make available a one-time advance of recovery proceeds of $0.03 million. The Third Addendum serves as an addendum to the letter agreement dated July 8, 2026, and all terms contained therein remain in full force and effect unless otherwise specifically stated in the Third Addendum.
On August 27, 2026, the Company entered into a letter agreement (the “Fourth Addendum,” and with the Third Addendum, the “VRM Addenda”) with VRM, pursuant to which VRM agreed to make available a one-time advance of recovery proceeds of $0.03 million. The Fourth Addendum serves as an addendum to the letter agreement dated July 8, 2026, and all terms contained therein remain in full force and effect unless otherwise specifically stated in the Fourth Addendum.
The Third Addendum was funded on August 14, 2026 and the Fourth Addendum was funded August 28, 2026. The advances described in the VRM Addenda are one-time advances to be used only for operational expenses, and do not imply any obligation of VRM to provide any further advances. VRM reserved all rights under the applicable limited liability company agreement and related documents.
The foregoing descriptions of the VRM Addenda do not purport to be complete, and are qualified in their entirety by reference to the full text of the VRM Addenda, which are filed as exhibits to this Current Report on Form 8-K.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
To the extent required by Item 2.03 of Form 8-K, the information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits |
Exhibit Number |
Description | |
| 10.1 | Hazel Letter Agreement dated August 17, 2026 | |
| 10.2 | Hazel Letter Agreement dated August 26, 2026 | |
| 10.3 | Amendment No. 3 to Second Amended and Restated Credit Agreement dated October 2, 2024 (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on October 7, 2024) | |
| 10.4 | Virage Letter Agreement dated August 14, 2026 | |
| 10.5 | Virage Letter Agreement dated August 27, 2026 | |
| 104 | Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document). |
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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: August 31, 2026 | ||
| By: | /s/ Thomas Hawkins | |
| Name: | Thomas Hawkins | |
| Title: | Director and Member of the Special Committee | |
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