MSP Recovery (NASDAQ: MSPR) shifts to OTCQB as it registers 32,220-share resale

Rhea-AI Filing Summary

MSP Recovery, Inc. has registered for resale up to 32,220 shares of Class A common stock held by existing investors, including 15,239 shares issuable upon exercise of a CPIA Warrant with a per-share exercise price of $0.4375, from which the company would receive only nominal cash proceeds.

The prospectus supplement also incorporates a new report that the company’s common stock will be delisted from Nasdaq after it failed to meet the minimum stockholders’ equity requirement of $2.5 million and the minimum $1.00 bid price rule. Trading is expected to shift to the OTCQB market under the same “MSPR” ticker. A 1-for-7 reverse stock split effective September 1, 2025 is reflected in all share data.

Positive

• None.

Negative

• Nasdaq delisting and move to OTCQB after failure to meet the $2.5 million stockholders’ equity requirement and $1.00 minimum bid price rule, which can adversely affect liquidity and visibility.

Insights

Equity capital markets analyst

MSP Recovery faces Nasdaq delisting while registering a modest resale.

MSP Recovery is updating an existing resale registration covering up to 32,220 Class A shares, including 15,239 shares underlying a CPIA Warrant exercisable at $0.4375 per share. Because the exercise price is low, the company notes it would receive only nominal proceeds if the warrant is exercised; the primary effect is to permit selling securityholders to resell shares over time.

Separately, the company discloses that Nasdaq has denied its appeal of an earlier delisting notice. The stock failed to meet the minimum stockholders’ equity requirement of $2.5 million and did not qualify under alternative standards tied to market value of listed securities of $35 million or net income from continuing operations of $500,000. It also fell out of compliance with the $1.00 minimum bid price rule.

The Panel’s denial means the common stock is being suspended from Nasdaq with trading commencing on the OTCQB market starting December 22, 2025. This shift typically reduces trading visibility and may affect liquidity, though the disclosure focuses on the mechanics: suspension of Nasdaq trading, anticipated OTCQB quotation under “MSPR,” and continued listing of warrants under their existing symbols.

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-268616

PROSPECTUS SUPPLEMENT NO. 48

(to Prospectus dated May 4, 2024)

MSP RECOVERY, INC.

32,220 Shares of Class A Common Stock

This prospectus supplement no. 48 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 December 22, 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 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 Nasdaq under the symbols “MSPR,” “MSPRZ,” and “MSPRW.” On December 18, 2025, the closing price of Common Stock was $0.2601 per share, the closing price of our Public Warrants was $0.0242 per warrant and the closing price of our New Warrants was $0.002 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. 48 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 December 22, 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): December 18, 2025

MSP Recovery, Inc.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation)		001-39445 (Commission File Number)		84-4117825 (I.R.S. Employer Identification No.)
3150 SW 38th Avenue Suite 1100 Miami, Florida				33146
(Address of principal executive offices)				(Zip Code)

(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:

☐ 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		Nasdaq Capital Market
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		Nasdaq Capital Market
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		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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously disclosed, on October 22, 2025, the Company received a Staff Delisting Determination (the “Delisting Notification”), notifying the Company that it was not in compliance with the minimum stockholders’ equity requirement for continued listing on the Nasdaq Capital Market, under Listing Rule 5550(b)(1), as the Company’s stockholders’ equity reported in the Company’s Form 10-K for the year ended December 31, 2024, was below the required minimum of $2.5 million, and the Company did not meet the alternative compliance standards, relating to the market value of listed securities of $35 million or net income from continuing operations of $500,000 in the most recently completed fiscal year or in two of the last three most recently completed fiscal years.

On October 29, 2025, the Company timely requested a review of the Delisting Notification by a Hearings Panel (the “Panel”), and on November 21, 2025, the Company timely submitted its Required Written Submission to the Panel. The hearing request stayed suspension of trading of the Company’s securities and the filing of the Form 25-NSE, pending the Panel’s decision.

On November 28, 2025, the Company received an additional staff determination letter (“Additional Staff Determination”) indicating that the bid price of the Company’s listed securities has closed at less than $1.00 per share over the previous 30 consecutive business days, and, as a result, the Company is not in compliance with Listing Rule 5550(a)(2). The Staff determined that such non-compliance served as an additional basis for delisting the Company’s securities from Nasdaq. The Company was afforded an opportunity to present its views to the Panel with respect to this additional deficiency at the December 11, 2025 hearing.

On December 11, 2025, the Panel held a hearing on the Appeal of the Staff’s October 22, 2025 and November 28, 2025 decisions to commence proceedings to delist the common stock of the Company. On December 18, 2025, the Company received further notice that the Panel had denied the Appeal, and that the Company’s common stock will be delisted from trading on Nasdaq based on the failure to comply with the minimum stockholders’ equity requirement and the minimum bid price rule. Accordingly, the Company’s common stock will be suspended from trading on Nasdaq effective with the open of trading on December 22, 2025. Commencing on December 22, 2025, we expect the Company’s common stock to continue to trade on the OTC Markets OTCQB market under the ticker “MSPR.”

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).

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: December 22, 2025
				By:		/s/ Francisco Rivas-Vasquez
				Name:		Francisco Rivas-Vasquez
				Title:		Chief Financial Officer

FAQ

How many MSP Recovery (MSPR) shares are covered by this resale prospectus supplement?

The supplement covers the potential resale of up to 32,220 shares of MSP Recovery Class A common stock held by selling securityholders, including shares issuable upon exercise of a CPIA Warrant.

Does MSP Recovery receive cash from the resale of these 32,220 shares?

MSP Recovery does not receive proceeds from selling securityholders’ resales. It would receive only nominal proceeds from any exercise of the CPIA Warrant at $0.4375 per share.

Why is MSP Recovery (MSPR) being delisted from Nasdaq?

Nasdaq staff determined the company failed to meet the minimum stockholders’ equity requirement of $2.5 million and also did not satisfy the alternative standards or the $1.00 minimum bid price rule.

What happens to MSP Recovery’s common stock after the Nasdaq delisting?

The company discloses that its common stock will be suspended from Nasdaq and is expected to continue trading on the OTCQB market under the ticker “MSPR” starting December 22, 2025.

What is the CPIA Warrant mentioned in the MSP Recovery prospectus supplement?

The CPIA Warrant is a warrant to purchase 15,239 shares of Class A common stock at an exercise price of $0.4375 per share, issued under an amendment to a Claim Proceeds Investment Agreement and a Warrant Agreement with Brickell Key Investments LP.

How does the 1-for-7 reverse stock split affect MSP Recovery’s share figures?

Effective September 1, 2025, MSP Recovery implemented a 1-for-7 reverse stock split, and all share and per‑share information in the prospectus supplement has been adjusted to reflect this split.