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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):
May 15, 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 May 15, 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 May 15, 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.
VRM MSP Recovery Partners, LLC Advance
On May 15, 2026, the Company
entered into a letter agreement (the “Advance Letter”) with VRM MSP Recovery Partners, LLC (“VRM”), pursuant to
which VRM agreed to make available a one-time advance of recovery proceeds of $0.1 million to be used primarily to support the Company’s
accounts payables.
The Advance Letter provides
that the Company will reimburse VRM for the full amount of the Advance, together with certain amounts previously permitted to be used
by MSP Recovery from recovery proceeds otherwise distributable to VRM (the “Prior Consents”), promptly upon the closing of
any loan or other financing transaction by the Company or its affiliates (other than proceeds from certain short-term financing from Hazel
Partners Holdings, LLC), including financing from YA II PN, Ltd. or any debtor-in-possession financing in the event the Company operates
under Chapter 11 protection. The Advance Letter further contemplates that any such financing counterparty would permit the use of financing
proceeds for the reimbursement described above.
The Advance is described
in the Advance Letter as a one-time advance and does not imply any obligation of VRM to provide any further advances, and VRM reserved
all rights under the applicable limited liability company agreement and related documents.
The foregoing description of the Advance Letter
does not purport to be complete and is qualified in its entirety by reference to the full text of the Advance Letter, 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 8.01 Other Events
On May 19, 2026, the Company
received notice from OTC Markets Group Inc. (“OTC Markets”) that, because the Company did not timely file its Annual Report
on Form 10-K for the fiscal year ended December 31, 2025 and the related OTCQB Annual Certification, the Company no longer satisfies the
requirements for continued quotation on the OTCQB Venture Market. As a result, OTC Markets indicated that the Company’s Class A
common stock will be downgraded from the OTCQB Venture Market to the OTC Pink market effective as of the open of trading on May 20, 2026.
The downgrade of the Company’s
Class A common stock from the OTCQB Venture Market to the OTC Pink market does not affect the Company’s ticker symbol or CUSIP number,
and the Company remains subject to the reporting requirements of the Securities Exchange Act of 1934, as amended. The Company is evaluating
its options with respect to becoming current in its SEC reporting obligations and seeking requalification for quotation on the OTCQB market;
however, there can be no assurance that the Company will regain compliance with the OTCQB continued quotation standards or otherwise requalify
for quotation on the OTCQB market.
The downgrade to the OTC
Pink market could adversely affect the liquidity and market price of the Company’s Class A common stock and could limit the availability
of market quotations, analyst coverage, and the Company’s ability to access certain investors or capital markets participants.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form
8-K contains forward-looking statements within the meaning of the federal securities laws, including statements regarding the Company’s
plans, expectations, and ability to become current in its SEC reporting obligations and seek requalification for quotation on the OTCQB
Venture Market. Forward-looking statements may generally be identified by the use of words such as “anticipate” “believe,”
“expect,” “intend,” “plan,” and “will” or, in each case, their negative, or other variations
or comparable terminology. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and
depend on circumstances that may or may not occur in the future. As a result, these statements are not guarantees of future performance
or results, and actual events may differ materially from those expressed in or suggested by the forward-looking statements. Any forward-looking
statement made herein by the Company speaks only as of the date made. New risks and uncertainties come up from time to time, and it is
impossible for the Company to predict or identify all such events or how they may affect it. The Company has no obligation, and does not
intend, to update any forward-looking statements after the date hereof, except as required by federal securities laws. Factors that could
cause actual results to differ materially include, among others, the Company’s liquidity and capital resources, its ability to complete
and file required SEC reports, and its ability to satisfy applicable OTC Markets quotation standards. These statements constitute the
Company’s cautionary statements under the Private Securities Litigation Reform Act of 1995.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
|
Exhibit
Number |
|
Description |
| 10.1 |
|
Virage Letter Agreement dated May 15, 2026 |
| 10.2 |
|
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) |
| 10.3 |
|
Hazel Letter Agreement dated May 15, 2026 |
| 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: May 19, 2026 |
By: |
/s/ John H. Ruiz |
| |
Name: |
John H. Ruiz |
| |
Title: |
Chief Executive Officer |
