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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 2, 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 Fundings
On
September 2, 2026, MSP Recovery, Inc. (the “Company”), through its subsidiaries, entered into a letter agreement (the “September
2, 2026 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, for Hazel to provide funding of $0.06 million. The September
2, 2026 Letter Agreement was funded on or about September 2, 2026.
On
September 7, 2026, the Company, through its subsidiaries, entered into a letter agreement (the “September 7, 2026 Letter Agreement”)
with Hazel, in its capacity as administrative agent and lender under the Company’s existing working capital credit facility, for
Hazel to provide funding of $0.35 million. The September 7, 2026 Letter Agreement was funded on or about September 9, 2026.
On
September 10, 2026, the Company, through its subsidiaries, entered into a letter agreement (the “September 10, 2026 Letter Agreement”)
with Hazel, in its capacity as administrative agent and lender under the Company’s existing working capital credit facility, for
Hazel to provide funding of $0.03 million. The September 10, 2026 Letter Agreement was funded on or about September 10, 2026.
On
September 18, 2026, the Company, through its subsidiaries, entered into a letter agreement (the “September 18, 2026 Letter Agreement”)
with Hazel, in its capacity as administrative agent and lender under the Company’s existing working capital credit facility, for
Hazel to provide funding of $0.11 million. The September 18, 2026 Letter Agreement was funded on or about September 18, 2026.
On
September 24, 2026, the Company, through its subsidiaries, entered into a letter agreement (the “September 24, 2026 Letter Agreement”)
with Hazel, in its capacity as administrative agent and lender under the Company’s existing working capital credit facility, for
Hazel to provide funding of $0.06 million. The September 24, 2026 Letter Agreement was funded on or about September 24, 2026.
On
September 25, 2026, the Company, through its subsidiaries, entered into a letter agreement (the “September 25, 2026 Letter Agreement”)
with Hazel, in its capacity as administrative agent and lender under the Company’s existing working capital credit facility, for
Hazel to provide funding of $0.04 million. The September 25, 2026 Letter Agreement was funded on or about September 25, 2026.
On
September 29, 2026, the Company, through its subsidiaries, entered into a letter agreement (the “September 29, 2026 Letter Agreement,”
and collectively with the September 2, 2026 Letter Agreement, the September 7, 2026 Letter Agreement, the September 10, 2026 Letter Agreement,
the September 18, 2026 Letter Agreement, the September 24, 2026 Letter Agreement, and the September 25, 2026 Letter Agreement, the “Hazel
Letter Agreements”) with Hazel, in its capacity as administrative agent and lender under the Company’s existing working capital
credit facility, for Hazel to provide funding of $0.04 million. The September 29, 2026 Letter Agreement was funded on or about September
29, 2026.
Pursuant
to the Hazel Letter Agreements, Hazel has agreed, in its sole discretion, to make these six one-time advances (the “Advances”)
to increase the Operational Collection Floor beyond the previously disclosed level. Each of the Hazel Letter Agreements stipulates that
the proceeds advanced are to be used solely as approved by the majority of the Borrower’s Operating Committee members, and each
were funded subject to the conditions set forth in the Hazel Letter Agreements and the underlying credit agreement, including the absence
of any event of default or default at the time of funding.
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.
The
Advances are standalone accommodations, and do not reinstate, replenish, or otherwise reopen availability under the Working Capital Credit
Facility or the Operational Collection Floor. Other than these specific advances, 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 Agreements do not modify the discretionary nature of the facility, do not create any commitment for future
funding, and do not provide the Company with access to ongoing or recurring liquidity.
The
Company cautions that the receipt of the Advances 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 Agreements does not purport to be complete and are qualified in their entirety by reference
to the Hazel Letter Agreements, copies of which are filed as exhibits to this Current Report on Form 8-K.
VRM
MSP Recovery Partners, LLC Advances
On
September 3, 2026, the Company entered into a letter agreement (the “Fifth Addendum”) with VRM MSP Recovery Partners, LLC
(“VRM”), pursuant to which VRM agreed to make available a one-time advance of $0.03 million and consented to the Company
using funds otherwise distributable to VRM in the amount of $0.03 million. The Fifth Addendum was funded on or about September 4, 2026.
On
September 10, 2026, the Company entered into a letter agreement (the “Sixth Addendum”) with VRM, pursuant to which VRM agreed
to make available a one-time advance of $0.03 million. The Sixth Addendum was funded on or about September 10, 2026.
On
September 18, 2026, the Company entered into a letter agreement (the “Seventh Addendum”) with VRM, pursuant to which VRM
agreed to make available a one-time advance of $0.02 million. The Seventh Addendum was funded on or about September 18, 2026.
On
September 29, 2026, the Company entered into a letter agreement (the “Eighth Addendum,” and with the Fifth Addendum, the
Sixth Addendum, and the Seventh Addendum, the “VRM Addenda”) with VRM, pursuant to which VRM agreed to make available a one-time
advance of $0.04 million. The Eighth Addendum was funded on or about September 29, 2026.
The
advances described in the VRM Addenda are one-time advances to be used only for operational expenses, and do not imply any obligation
of VRM to provide any further advances. The VRM Addenda serve as addenda to the letter agreement dated July 8, 2026, and all terms contained
therein remain in full force and effect unless otherwise specifically stated in the VRM Addenda. VRM reserved all rights under the applicable
limited liability company agreement and related documents.
The
foregoing descriptions of the VRM Addenda do not purport to be complete, and are qualified in their entirety by reference to the full
text of the VRM Addenda, which are filed as exhibits 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
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
September 24, 2026, Michael F. Arrigo, a director on the Board of the Company, notified the Company of his decision to step down from
the Board, and from all committees of the Board on which he served, effective immediately.
On
September 28, 2026, Beatriz Assapimonwait, a director on the Board of the Company, notified the Company of her decision to step down
from the Board, and from all committees of the Board on which she served, effective immediately.
The
resignations of Mr. Arrigo and Ms. Assapimonwait were not the result of any disagreement with the Company on any matter relating to the
Company’s operations, policies, or practices.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
Number |
|
Description |
| 10.1 |
|
Hazel Letter Agreement dated September 2, 2026 |
| 10.2 |
|
Hazel Letter Agreement dated September 7, 2026 |
| 10.3 |
|
Hazel Letter Agreement dated September 10, 2026 |
| 10.4 |
|
Hazel Letter Agreement dated September 18, 2026 |
| 10.5 |
|
Hazel Letter Agreement dated September 24, 2026 |
| 10.6 |
|
Hazel Letter Agreement dated September 25, 2026 |
| 10.7 |
|
Hazel Letter Agreement dated September 29, 2026 |
| 10.8 |
|
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) |
| 10.9 |
|
Virage Letter Agreement dated September 3, 2026 |
| 10.10 |
|
Virage Letter Agreement dated September 10, 2026 |
| 10.11 |
|
Virage Letter Agreement dated September 18, 2026 |
| 10.12 |
|
Virage Letter Agreement dated September 29, 2026 |
| 17.1 |
|
Resignation Letter of Michael F. Arrigo, received September 24, 2026 |
| 17.2 |
|
Resignation Letter of Beatriz Assapimonwait, received September 28, 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: October
1, 2026 |
|
| |
|
|
| |
By: |
/s/
Thomas Hawkins |
| |
Name: |
Thomas Hawkins |
| |
Title: |
Director and Member
of the Special Committee |
