Floor price cut in MSP Recovery (NASDAQ: MSPR) Yorkville SEPA deal

Rhea-AI Filing Summary

MSP Recovery, Inc. reported that on September 5, 2025 it entered into a material agreement with Yorkville to amend the pricing terms of its Yorkville SEPA. The parties agreed to reduce the Floor Price under the Yorkville SEPA from $3.50 to $2.00 per share, which lowers the minimum price at which shares can be issued under that arrangement. This change affects how future equity issuances under the Yorkville SEPA may be priced.

Insights

Capital structure and financing analyst

MSP Recovery lowers Yorkville SEPA floor price, changing future issuance terms.

MSP Recovery, Inc. and Yorkville agreed on September 5, 2025 to reduce the Floor Price in the Yorkville SEPA from $3.50 to $2.00. The Floor Price is the minimum share price at which equity can be issued under that arrangement, so lowering it broadens the range of market prices at which the company may draw on this facility.

This revision could influence how the company accesses capital under the Yorkville SEPA, because more potential trading-price scenarios would now fall above the new Floor Price of $2.00. Actual effects on the share count, ownership mix, and cash raised will depend on how much of the facility the company uses and at what market prices in future transactions disclosed in subsequent filings.

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, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

False00018024500001802450mspr:RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfClassACommonStockAtAnExercisePriceOf00025PerShareMember2025-09-052025-09-0500018024502025-09-052025-09-050001802450mspr:RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfClassACommonStockAtAnExercisePriceOf28750PerShareMember2025-09-052025-09-050001802450us-gaap:CommonStockMember2025-09-052025-09-05

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 5, 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 5, 2025, the Company and Yorkville reached an agreement to reduce the Floor Price under the Yorkville SEPA from $3.50 to $2.00.

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 5, 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 5, 2025
				By:		/s/ Alexandra Plasencia
				Name:		Alexandra Plasencia
				Title:		General Counsel

FAQ

What did MSPR disclose in this 8-K filing?

MSP Recovery, Inc. disclosed that on September 5, 2025 it entered into a material definitive agreement with Yorkville to modify the Floor Price in the Yorkville SEPA.

What change was made to the Yorkville SEPA Floor Price for MSPR?

The company and Yorkville agreed to reduce the Floor Price from $3.50 to $2.00 under the Yorkville SEPA.

Why is the Yorkville SEPA amendment considered a material agreement for MSPR?

It is reported under Item 1.01 Entry into a Material Definitive Agreement, indicating the company views the revised Yorkville SEPA pricing terms as material to its arrangements with Yorkville.

When was the MSP Recovery and Yorkville Floor Price reduction agreed?

The agreement to reduce the Floor Price under the Yorkville SEPA was reached on September 5, 2025.

Where can investors find the full Yorkville SEPA for MSPR?

The Yorkville SEPA is identified as Exhibit 10.1 and is incorporated by reference to Exhibit 10.10 to the company’s Form 10-Q filed on November 14, 2023.

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

The report was signed on behalf of MSP Recovery, Inc. by Alexandra Plasencia, General Counsel.