MSP Recovery (NASDAQ: MSPR) to trade on OTCQB after Nasdaq delisting

Rhea-AI Filing Summary

MSP Recovery, Inc. reports that a Nasdaq Hearings Panel has denied its appeal of prior Nasdaq staff determinations, and the company’s Class A common stock will be delisted from the Nasdaq Capital Market for failing to meet continued listing standards. Nasdaq cited MSP Recovery’s stockholders’ equity being below the required $2.5 million minimum and the company’s failure to meet alternative standards tied to a $35 million market value of listed securities or $500,000 in net income from continuing operations. The company also fell out of compliance with Nasdaq’s $1.00-per-share minimum bid price rule. Trading on Nasdaq will be suspended at the open on December 22, 2025, and the company expects its common stock to continue trading on the OTC Markets OTCQB market under the ticker “MSPR.”

Positive

• None.

Negative

• Nasdaq delisting: MSP Recovery’s appeal was denied, and its common stock will be delisted from the Nasdaq Capital Market after failing equity and minimum bid-price requirements.

Insights

Equity Market Structure Analyst

MSP Recovery loses Nasdaq listing after failing equity and bid-price rules.

MSP Recovery, Inc. discloses that Nasdaq will delist its common stock after a Hearings Panel denied the company’s appeal. The decision follows earlier findings that stockholders’ equity reported in the Form 10-K for the year ended December 31, 2024 was below the $2.5 million minimum required by Listing Rule 5550(b)(1), and that the company did not meet alternative standards tied to a $35 million market value of listed securities or $500,000 in net income.

Nasdaq staff also determined that the company’s securities failed the minimum bid price requirement, as the bid had closed below $1.00 per share over 30 consecutive business days under Listing Rule 5550(a)(2). After the Panel denied the appeal on December 18, 2025, Nasdaq set suspension of trading and delisting of the common stock, effective with the open of trading on December 22, 2025.

The company states that, commencing on December 22, 2025, it expects its common stock to continue to trade on the OTC Markets OTCQB market under the ticker “MSPR.” Actual trading dynamics will depend on OTCQB market participation and investor interest, with future disclosures in company filings likely to provide more detail on any longer-term listing plans.

8-K Event Classification

2 items: 3.01, 9.01

2 items

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice or transferred its listing to a different exchange.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

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Understanding 8-K Material Events →

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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

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

MSP Recovery is being delisted because its stockholders’ equity, as reported in its Form 10-K for the year ended December 31, 2024, fell below Nasdaq’s required $2.5 million minimum and the company did not meet alternative standards tied to a $35 million market value of listed securities or $500,000 in net income from continuing operations. The company also failed Nasdaq’s $1.00-per-share minimum bid price rule over 30 consecutive business days.

What Nasdaq listing rules did MSP Recovery (MSPR) fail to satisfy?

The company was found non-compliant with Listing Rule 5550(b)(1), which requires at least $2.5 million in stockholders’ equity or specified alternative standards, and Listing Rule 5550(a)(2), which requires a minimum bid price of $1.00 per share over 30 consecutive business days.

When will MSP Recovery’s common stock stop trading on Nasdaq?

The common stock of MSP Recovery will be suspended from trading on the Nasdaq Capital Market effective with the open of trading on December 22, 2025, following the Hearings Panel’s decision to deny the company’s appeal.

Where does MSP Recovery expect its shares to trade after the Nasdaq delisting?

MSP Recovery states that commencing on December 22, 2025, it expects its Class A common stock to continue to trade on the OTC Markets OTCQB market under the ticker symbol “MSPR.”

What steps did MSP Recovery (MSPR) take before the Nasdaq delisting decision?

After receiving a Staff Delisting Determination on October 22, 2025, the company requested a review by a Nasdaq Hearings Panel on October 29, 2025 and submitted a written submission on November 21, 2025. A hearing was held on December 11, 2025, but on December 18, 2025, the Panel denied the appeal, leading to the delisting decision.

How did MSP Recovery (MSPR) become non-compliant with Nasdaq’s minimum bid price rule?

On November 28, 2025, Nasdaq staff notified MSP Recovery that the bid price of its listed securities had closed at less than $1.00 per share over the previous 30 consecutive business days, which violated Listing Rule 5550(a)(2) and provided an additional basis for delisting.