STOCK TITAN

MSP Recovery (OTC: MSPR) gets $0.1M one-time advance, no more facility funding

(Neutral)
(Neutral)
Form Type
424B3

Rhea-AI Filing Summary

MSP Recovery, Inc. files Prospectus Supplement No. 51 to register 56,896 shares of Class A Common Stock for resale by selling securityholders, including warrants exercisable into shares and shares issued for services. The supplement reflects a 1-for-7 reverse stock split effective September 1, 2025.

The prospectus lists (i) up to 28,572 shares issuable on exercise of VRM Warrants, (ii) 2,858 shares issued to VRP plus up to 14,286 shares issuable on a VRP Warrant, and (iii) 11,180 shares issued to Palantir. Exercise price for VRM and VRP warrants is $0.0175 per share. The supplement attaches the Company’s Form 8-K disclosing a one-time $0.1 million advance from Hazel under a discretionary working capital mechanism; prior advances under that mechanism totaled approximately $6.0 million.

Positive

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Insights

Resale registration and warrant economics are disclosed; material conditions are limited.

The filing registers 56,896 shares for resale, comprising exercised-warrant shares and shares issued for services. The prospectus supplement incorporates a Form 8-K and notes the 1-for-7 reverse split effective September 1, 2025, and adjusts share counts accordingly.

The document preserves customary qualifiers: the VRM and VRP warrants carry a $0.0175 exercise price and would produce only nominal proceeds if exercised; distribution methods and sale timing are governed by the registration statement and selling holder arrangements.

Liquidity disclosure shows a one-time $0.1M discretionary advance; broader facility remains discretionary.

The Form 8-K attached describes a Hazel Letter Agreement funding a $0.1 million advance under an Operational Collection Floor that is discretionary and non‑committal. Prior advances under that mechanism reached approximately $6.0 million.

The filing explicitly states the advance does not reopen or create ongoing availability and cautions it should not be viewed as indicative of future funding; cash‑flow treatment and further availability are conditioned on Hazel’s sole discretion.

Registered shares 56,896 shares Prospectus Supplement No. 51
VRM warrant‑issuable shares 28,572 shares issuable upon exercise of VRM Warrants
VRP issued and warrant‑issuable shares 2,858 issued; 14,286 issuable partial satisfaction under Services Agreement with Virage
Palantir consideration 11,180 shares issued as consideration for products and services
Warrant exercise price $0.0175 per share VRM and VRP warrants
One‑time advance $0.1 million Hazel Letter Agreement advance funded June 12, 2026
Prior Operational Collection Floor advances $6.0 million aggregate advances disclosed in Q3‑2025 Form 10‑Q
Reverse stock split 1-for-7 effective <date>September 1, 2025</date>
Prospectus Supplement regulatory
"This prospectus supplement no. 51 amends and supplements the prospectus"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.
Operational Collection Floor financial
"a discretionary funding mechanism referred to as the Operational Collection Floor"
VRM Warrants financial
"up to 28,572 shares ... issuable upon exercise of VRM Warrants"
Reverse Split corporate
"to effect a 1-for-7 reverse stock split of the Company’s common stock"
A reverse split is when a company reduces the number of its outstanding shares by combining several existing shares into one new share, so the price per share rises proportionally while the company’s overall value stays the same. Investors care because it can make a stock appear more respectable or meet exchange rules — like turning many small coins into a single larger bill — but it can also signal financial trouble and often affects trading liquidity and investor perception.
Offering Type resale/secondary

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What shares does MSPR register in Prospectus Supplement No. 51?

The supplement registers 56,896 shares of Class A Common Stock for resale. It includes warrant‑issuable shares and shares issued as consideration to Palantir and Virage‑related holders.

What is the exercise price of the VRM and VRP warrants (MSPR)?

The VRM and VRP warrants have an exercise price of $0.0175 per share. At that price, the company would receive only nominal proceeds upon exercise of those warrants.

Did MSP Recovery complete a reverse stock split (MSPR)?

Yes. MSP Recovery effected a 1-for-7 reverse stock split of common stock effective September 1, 2025, and share figures in the supplement are adjusted to reflect that split.

What financing did MSPR disclose on the attached Form 8-K?

The Form 8-K discloses a one-time $0.1 million discretionary advance from Hazel under the Operational Collection Floor, funded June 12, 2026, subject to conditions and Hazel’s sole discretion.

Does the Hazel advance reopen the Company’s credit availability?

No. The filing states the $0.1 million advance is standalone and does not reinstate or reopen availability under the Working Capital Credit Facility; additional funding is not guaranteed.

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-279958

 

PROSPECTUS SUPPLEMENT NO. 51

(to Prospectus dated October 4, 2024)

 

 

MSP RECOVERY, INC.

 

56,896 Shares of Class A Common Stock

 

This prospectus supplement no. 51 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 18, 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 56,896 shares of our Class A Common Stock, par value $0.0001 per share, including: (i) up to 28,572 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) 2,858 shares of our Class A Common Stock issued to Virage Recovery Participation LP (“VRP”) and up to 14,286 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) 11,180 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 $0.0175 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 OTC Markets under the symbols “MSPR,” “MSPRZ,” and “MSPRW.” On June 17, 2026, the closing price of Common Stock was $0.0201 per share, the closing price of our Public Warrants was $0.0045 per warrant and the closing price of our New Warrants was $0.0003 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. 51 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 18, 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): June 12, 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

 

Hazel Partners Holdings, LLC Funding

 

On June 11, 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 “Hazel Letter Agreement”) to provide $0.1 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 Agreement, Hazel has agreed, in its sole discretion, to make a one-time advance of $0.1 million to increase the Operational Collection Floor beyond the previously disclosed level. The advance was funded on June 12, 2026, subject to the conditions set forth in the Hazel Letter Agreement and the underlying credit agreement, including the absence of any event of default or default at the time of funding.

 

The $0.1 million advance is a standalone accommodation and does not reinstate, replenish, or otherwise reopen availability under the Working Capital Credit Facility or the Operational Collection Floor. Other than this specific advance, 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 Agreement does not modify the discretionary nature of the facility, does not create any commitment for future funding, and does not provide the Company with access to ongoing or recurring liquidity.

 

The Company cautions that the receipt of the $0.1 million advance 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 Agreement does not purport to be complete and is qualified in its entirety by reference to the Hazel Letter Agreement, a copy of which is filed as an exhibit 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   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)
10.2   Hazel Letter Agreement dated June 11, 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.

 

Dated: June 18, 2026 MSP Recovery, Inc.
     
  By:

/s/ John H. Ruiz

  Name:  John H. Ruiz
  Title: Chief Executive Officer

 

 

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