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 20, 2025
MSP Recovery, Inc.
(Exact name of registrant as specified in its charter)
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Delaware (State or other jurisdiction
of incorporation) |
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001-39445 (Commission
File Number) |
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84-4117825 (I.R.S. Employer
Identification No.) |
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3150 SW 38th Avenue Suite 1100 Miami, Florida |
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33146 |
(Address of principal executive offices) |
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(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:
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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:
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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 8.01 Other Events.
Jury Verdict Against the Company’s Subsidiary
In the matter of Menendez v. Ruiz, Case No. 2023-001738-CA-01, pending in the Eleventh Judicial Circuit in and for Miami-Dade County, Florida (the “Menendez Litigation”), plaintiffs Norberto Menendez, iNewton, LLC, Synnova Health, Inc., and Health Beats, LLC (collectively, the “Plaintiffs”) sought damages under eight legal theories against John H. Ruiz, individually, MSP Recovery, Inc. (the “Company”), and MSP Recovery, LLC, a subsidiary of the Company (together, the “Defendants”). Following a seven-day trial, on August 20, 2025, a jury returned a verdict finding no liability against the Defendants on all but one of the counts asserted in the Complaint. Specifically, the jury rejected every fraud and misrepresentation theory and completely exonerated the Company and Mr. Ruiz from any and all claims asserted against them. The jury did return a finding of breach of an alleged oral contract, but only as to the Company’s subsidiary, MSP Recovery, LLC, which holds all of the assets for the Company. The jury awarded Plaintiffs approximately $12.7 million in damages against MSP Recovery, LLC on that claim.
The court has not entered a final judgment in the Menendez Litigation. Defendants have asserted, and continue to assert, both procedural and substantive defenses. MSP Recovery, LLC has moved for a directed verdict and intends to vigorously pursue post-trial relief, including motions to set aside the verdict and a potential appeal to the State appellate court based on various legal theories, including that the parties’ integration clause invalidates any alleged oral contract as a matter of law.
Moreover, as the jury found in favor of the Company and Mr. Ruiz on the deceptive and unfair practices claim, the Company and Mr. Ruiz have a statutory right under Florida law to pursue recovery of their respective attorneys’ fees; a right the Company and Mr. Ruiz fully intend to pursue. Neither the Company nor its subsidiary can predict the outcome of the Menendez Litigation or the likelihood of prevailing on the aforementioned requests for relief.
The jury verdict in the Menendez Litigation has contributed to uncertainty regarding the Company’s financial condition and prospects and may negatively impact its ability to raise additional capital or to continue as a going concern. We continue to evaluate the impact of the verdict on our business, results of operations, and financial condition.
Cautionary Note Regarding Forward-Looking Statements
Certain statements made herein are not historical facts but may be considered “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended, and the “safe harbor” provisions under the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “agree,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook” or the negatives of these terms or variations of them or similar terminology or expressions that predict or indicate future events or trends or that are not statements of historical matters. These statements involve risks, uncertainties and other factors that may cause actual results, performance, or achievements to be materially different from the information expressed or implied by these forward-looking statements. Although the Company believes that it has a reasonable basis for each forward-looking statement contained in this Current Report, the Company cautions that these statements are based on a combination of facts and factors currently known by it and its projections of the future, about which it cannot be certain. Forward-looking statements in this Current Report include, but are not limited to, statements regarding the Company’s expectations concerning the impact to the Company’s financial condition caused by the verdict in the Menendez Litigation; any potential post-trial motions and appeal of the verdict; the Company’s disagreement with the verdict; and the Company’s intention to challenge the judgment. Forward-looking statements are neither historical facts nor assurances of future results, performance, events or circumstances. Instead, these forward-looking statements are based on management’s current beliefs, expectations, and assumptions, and are subject to risks and uncertainties. These risks and uncertainties include any adverse outcomes of any motions or appeals against us, and other risks and uncertainties, including those more fully described in the Company’s latest Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission (“SEC”) on April 16, 2015, and subsequent Quarterly Reports on Form 10-Q, and other factors detailed from time to time in the Company’s filings with the SEC. The Company undertakes no obligation to revise or update publicly any forward-looking statements.
Item 9.01. Financial Statements and Exhibits.
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Exhibit Number |
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Description |
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. |
Dated: August 26, 2025 |
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By: |
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/s/ John H. Ruiz |
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Name: |
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John H. Ruiz |
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Title: |
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Chief Executive Officer |
