MSP Recovery (MSPR) adds $0.3M VRM funding in updated resale prospectus
Rhea-AI Filing Summary
MSP Recovery, Inc. filed a prospectus supplement updating an existing resale registration tied to a Current Report on Form 8-K dated July 8, 2026. The filing covers the resale of up to 909,982 shares of Class A common stock and up to 755,200,000 warrants to purchase Class A common stock, plus the issuance of up to 236,019 shares issuable upon warrant exercise.
The company notes a previously implemented 1-for-7 reverse stock split effective September 1, 2025, and provides recent OTC trading prices for its common stock and warrants. The attached 8-K describes a $0.3 million one-time advance from VRM MSP Recovery Partners, LLC to support operating expenses under a VRM-approved budget, with VRM reserving all rights and no obligation for future funding.
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Filing Explained
The immediate change is a one-time $0.3 million advance; registered securities create potential, not completed, warrant-related issuance or dilution.
The
Although the prospectus describes securities that may be offered and sold, this filing is a registration: it does not report that any of the 909,982 resale shares were sold or that any warrant was exercised. If the warrants are exercised and the underlying shares are issued, the additional shares would increase the total share count and reduce existing holders' percentage ownership absent offsetting changes.
The attached
The agreement states that the advance is a one-time accommodation and does not obligate VRM or its affiliates to provide future funding. The filing also states that the agreement is not intended to novate existing obligations or change the priority of VRM's existing liens, except as expressly provided.
Key Figures
Key Terms
prospectus supplement regulatory
reverse stock split financial
Master Transaction Agreement regulatory
Amended and Restated Security Agreement regulatory
off-balance sheet arrangement financial
Offering Details
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FAQ
What securities does MSP Recovery (MSPR) register in this prospectus supplement?
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Filed Pursuant to Rule 424(b)(3)
Registration No. 333-265953
PROSPECTUS SUPPLEMENT NO. 72
(to Prospectus dated August 5, 2022)
MSP RECOVERY, INC.
Up to 909,982 Shares of Class A Common Stock
Up to 755,200,000 Warrants to Purchase Shares of Class A Common Stock
Up to 236,019 Shares of Class A Common Stock Underlying Warrants
This prospectus supplement no. 72 amends and supplements the prospectus dated August 5, 2022 (as supplemented or amended from time to time, the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (No. 333-265953). 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 13, 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 909,982 shares of our Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”) issued or issuable to certain Selling Securityholders (the “Total Resale Shares”), as follows:
| ● | up to 172,692 shares of Class A Common Stock issued or issuable to the Selling Securityholders, including the Sponsor (as defined below), upon the exercise of up to 325,000 Private Warrants (as defined below) and up to 755,200,000 New Warrants (as defined below), and the resale from time to time of such New Warrants. The Private Warrants were originally included in the Private Units (as defined below) issued in a private placement simultaneously with the Company. |
| ● | up to 1,315 shares of Common Stock issued to certain Selling Securityholders, including the Sponsor, in connection with the Business Combination (as defined below) upon conversion of the Founder Shares (as defined below). The Founder Shares were originally issued at a price of $21.875 per share. |
| ● | up to 149 shares of Class A Common Stock included in the Private Units, which were originally issued to certain Selling Securityholders, including the Sponsor, together with the Private Warrants at a price of $1,750.00 per unit. |
| ● | up to 724,107 shares of Class A Common Stock exchangeable for Up-C Units originally issued to certain Selling Securityholders, including the Members (as defined below), as consideration in the Business Combination for their membership interests in the MSP Purchased Companies (as defined below) or issuable pursuant to the terms of existing contracts. |
| ● | up to 11,434 shares of Class A Common Stock issued to certain Selling Securityholders upon exchange of Up-C Units designated by the Members and issued in a private placement by the Company in lieu of a corresponding number of Up-C Units to which such Members were otherwise entitled but designated back to the Company and Opco pursuant to the terms of the Business Combination. Such Selling Securityholders paid no cash consideration for such Up-C Units or the underlying shares of Common Stock. |
| ● | up to 285 shares of Class A Common Stock issued to certain Selling Securityholders in a private placement by the Company pursuant to the terms of existing contracts. Such Selling Securityholders paid no cash consideration for such shares of Common Stock. |
In addition, this prospectus relates to the issuance by us of up to 236,019 shares of our Class A Common Stock issuable upon exercise of warrants as follows:
| ● | 1,036 shares of Class A Common Stock issuable upon the exercise of up to 4,532,405 Public Warrants (as defined below), which were originally issued in the initial public offering of units of the Company at a price of $1,750.00 per unit, with each unit consisting of one share of Class A Common Stock and one-half of one Public Warrant. Following anti-dilution adjustments made in connection with the Business Combination, the Public Warrants have an exercise price of $0.4375 per share. Because the exercise price of the Public Warrants is only $0.4375 per share, we believe holders of the Public Warrants will likely exercise their Public Warrants. However, given the low exercise price, we would only receive nominal proceeds (less than $500) therefrom. |
| ● | 234,983 shares of Class A Common Stock issuable upon the exercise of up to 1,028,046,326 New Warrants (as defined below), which were originally distributed to stockholders of the Company without charge as a dividend pursuant to the terms of the Business Combination. The New Warrants have an exercise price of $50,312.50 per share. The exercise price of the New Warrants are highly dependent on the price of our Class A Common Stock and the spread between the exercise price of the New Warrants and the price of our Common Stock at the time of exercise. If the market price for our Class A Common Stock is less than $50,312.50 per share, we believe warrant holders will be unlikely to exercise their New Warrants. The last reported sale price of the Class A Common Stock, as indicated below, is currently significantly below the $50,312.50 per share exercise price. There is no guarantee therefore that holders will exercise the New Warrants, and in any event, even if holders exercise New Warrants, we will not retain any proceeds from the exercise of the New Warrants, as described below. We do not expect to rely on the cash exercise of the New Warrants to fund our operations. Instead, we intend to rely on our primary sources of cash discussed elsewhere in this prospectus to continue to support our operations. See “The Company and Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources” for additional information. |
Our Common Stock, Public Warrants and New Warrants are listed on OTC Markets under the symbols “MSPR,” “MSPRZ,” and “MSPRW.” On July 10, 2026, the closing price of Common Stock was $0.0185 per share, the closing price of our Public Warrants was $0.0058 per warrant and the closing price of our New Warrants was $0.0001 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. 72 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 13, 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 8, 2026
MSP Recovery, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39445 | 84-4117825 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
| 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
On July 8, 2026, MSP Recovery, Inc. (the “Company”) entered into a letter agreement (the “July 2026 VRM Letter Agreement”) with VRM MSP Recovery Partners, LLC (“VRM”), pursuant to which VRM agreed to provide a one-time advance of $0.3 million (the “Additional Advance”) to support certain operating expenses of the Company, in accordance with an operating budget previously approved by VRM.
The July 2026 VRM Letter Agreement provides that the Additional Advance is a one-time accommodation and does not obligate VRM or its affiliates to provide any future funding. VRM expressly reserved all rights under the existing transaction documents governing the parties’ relationship.
In connection with the Additional Advance, the Company and VRM also agreed to certain amendments and supplements to the parties’ existing contractual arrangements, including the Master Transaction Agreement, dated March 9, 2022 (as amended, the “MTA”), and the Amended and Restated Security Agreement, dated September 11, 2023 (as amended, the “Security Agreement”).
Among other things, pursuant to the July 2026 VRM Letter Agreement:
| ● | the Company agreed to irrevocably direct payors of claims recovery proceeds, other than Excluded Proceeds, to remit such proceeds to designated collection accounts subject to VRM’s control or otherwise maintained pursuant to arrangements acceptable to VRM, where such proceeds will be administered in accordance with the July 2026 VRM Letter Agreement; |
| ● | the parties amended procedures governing the receipt, allocation, and distribution of claims recovery proceeds through such collection accounts, including procedures intended to recognize amounts payable to third-party owners, lienholders, and legal counsel prior to application of remaining proceeds in accordance with the parties’ contractual arrangements; |
| ● | the Company agreed that, until otherwise directed by VRM, claims recovery proceeds otherwise payable to the Company (other than excluded proceeds and amounts payable to third parties) will be remitted to a VRM and/or the applicable joint venture entity bank account or the Company’s bank account which VRM holds a control agreement, with amounts received first being applied to reimburse prior advances and the Additional Advance before being applied toward the VRM Full Return (as defined in the MTA); |
| ● | the Company agreed to provide VRM with additional claims data relating to claims subject to VRM’s security interests in order to facilitate the determination of ownership interests, lien priorities, and distributions of claims recovery proceeds; and |
| ● | the parties amended the MTA and the Security Agreement to remove the “Operating Reserve” and the “Reserve Account” from the definition of excluded collateral (or Excluded Property), with the result that such amounts are subject to VRM’s security interests under the Security Agreement. As a result of this amendment, amounts previously constituting the Operating Reserve and Reserve Account are no longer excluded from the collateral securing the Company’s obligations under the Security Agreement. |
The July 2026 VRM Letter Agreement further provides that it is not intended to constitute a novation of any obligations under the existing transaction documents or otherwise affect the priority of VRM’s existing liens, except as expressly provided therein.
The foregoing description of the July 2026 VRM Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the July 2026 VRM Letter Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. Unless otherwise indicated, capitalized terms used but not defined in this Item 1.01 have the meanings assigned to them in the July 2026 VRM Letter Agreement.
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.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | |
| 10.1 | Virage Letter Agreement dated July 8, 2026 | |
| 10.2 | MTA Amendment No. 3 and Amendment No. 2 to the Amended and Restated Security Agreement | |
| 10.3 | MTA Amendment No. 2 and Amendment to the Amended and Restated Security Agreement | |
| 10.4 | Master Transaction Agreement Amendment dated April 11, 2023 | |
| 10.5 | Master Transaction Agreement | |
| 10.6 | Amended and Restated Security Agreement | |
| 10.7 | Amendment No. 4 to the Amended and Restated Security Agreement dated August 26, 2025 | |
| 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.
| Dated: July 13, 2026 | MSP RECOVERY, INC. | |
| By: | /s/ Thomas W. Hawkins | |
| Name: | Thomas W. Hawkins | |
| Title: | Director and Member of the Special Committee | |
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