MSP Recovery lowers Yorkville SEPA floor price

MSP Recovery, Inc. reported that on September 29, 2025, it entered into a material agreement with Yorkville to amend its existing Standby Equity Purchase Agreement (Yorkville SEPA).

Rhea-AI Filing Summary

MSP Recovery, Inc. reported that on September 29, 2025, it entered into a material agreement with Yorkville to amend its existing Standby Equity Purchase Agreement (Yorkville SEPA). The change reduces the SEPA Floor Price from $1.60 to $1.20 per share, which is the minimum price at which shares can be sold to Yorkville under that arrangement. All capitalized terms used but not defined follow the meanings in the Yorkville SEPA and related notes.

Insights

Capital structure & financing analyst

MSP Recovery cut the Yorkville SEPA floor price, adjusting a key equity financing term.

MSP Recovery, Inc. and Yorkville agreed on September 29, 2025 to reduce the Floor Price in their Standby Equity Purchase Agreement from $1.60 to $1.20 per share. The Floor Price is the lowest share price at which stock can be issued to Yorkville under this facility, so this amendment directly affects the pricing mechanics of any future draws under the SEPA.

This type of change can influence how much equity the company may need to issue to access a similar dollar amount of funding if its share price is closer to the new floor. The filing does not detail any new issuance amounts or timing, so any actual impact will depend on how and when MSP Recovery uses the SEPA going forward.

Subsequent disclosures tied to the Yorkville SEPA and any related share issuances, if they occur, would provide more clarity on how this revised $1.20 Floor Price affects MSP Recovery’s capital structure over time.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

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

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did MSPR change in its agreement with Yorkville?

On September 29, 2025, MSP Recovery, Inc. and Yorkville agreed to reduce the Floor Price under the Yorkville Standby Equity Purchase Agreement from $1.60 to $1.20 per share.

What is the Yorkville SEPA mentioned by MSPR?

The Yorkville SEPA is a Standby Equity Purchase Agreement between MSP Recovery and Yorkville. The 8-K notes that capitalized terms not defined in the report have the same meaning as in the Yorkville SEPA and related notes.

Why is the Floor Price reduction important for MSPR investors?

The Floor Price sets the minimum share price at which MSP Recovery can sell stock to Yorkville under the SEPA. Lowering it from $1.60 to $1.20 per share changes the pricing terms for any future equity sales under that facility.

When was the MSPR–Yorkville Floor Price change agreed?

The reduction of the Floor Price from $1.60 to $1.20 was agreed on September 29, 2025, which is also the date of the reported event.

Where can I find the full Yorkville SEPA for MSPR?

MSP Recovery indicates that the Yorkville SEPA is incorporated by reference as Exhibit 10.1, previously filed as Exhibit 10.10 to its Form 10-Q dated November 14, 2023.

Who signed this MSPR 8-K related to the Yorkville SEPA?

The report was signed on behalf of MSP Recovery, Inc. by Alexandra Plasencia, who is identified as the company’s General Counsel.

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

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Accepted by SEC EDGAR 09/29/2025 - 04:05 PM Learn about SEC filing dates

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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): September 29, 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 1.01 Entry into a Material Definitive Agreement.

On September 29, 2025, the Company and Yorkville reached an agreement to reduce the Floor Price under the Yorkville SEPA from $1.60 to $1.20.

Capitalized but undefined terms have the same meaning as set forth in the Yorkville SEPA and the Notes.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits

Exhibit Number		Description
10.1		Yorkville SEPA (incorporated by reference to Exhibit 10.10 to the Form 10-Q filed on November 14, 2023)
10.2		Letter Agreement dated September 29, 2025
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: September 29, 2025
				By:		/s/ Alexandra Plasencia
				Name:		Alexandra Plasencia
				Title:		General Counsel