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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):
August 4, 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 August 4, 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 “August
4, 2026 Letter Agreement”) to provide $0.05 million to be used primarily for operating expenses.
On August 13, 2026, the
Company, through its subsidiaries, entered into a letter agreement with Hazel, in its capacity as administrative agent and lender under
the Company’s existing working capital credit facility (the “August 13, 2026 Letter Agreement,” and collectively with
the August 4, 2026 Letter Agreement, the “Hazel Letter Agreements”) to provide $0.06 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
Agreements, Hazel has agreed, in its sole discretion, to make two one-time advances of $0.05 million and $0.06 million (the “Advances”),
respectively, to increase the Operational Collection Floor beyond the previously disclosed level. The advances were funded on August 6,
2026 and August 13, 2026, respectively, 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.
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 August 4, 2026, the Company
entered into a letter agreement (the “First Addendum”) with VRM MSP Recovery Partners, LLC (“VRM”), pursuant to
which VRM agreed to make available a one-time advance of recovery proceeds of $0.05 million. The First Addendum serves as an addendum
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 Addendum.
On August 11, 2026, the
Company entered into a letter agreement (the “Second Addendum,” and with the First Addendum, the “VRM Addenda”)
with VRM, pursuant to which VRM agreed to make available a one-time advance of recovery proceeds of $0.05 million. The Second Addendum
serves as a second addendum 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 Second Addendum.
The First Addendum and Second
Addendum were funded on August 3, 2026 and August 12, 2026, respectively. The advances described in the VRM Addenda are one-time advances
to be used exclusively to support the Company’s payroll and certain IT expenses, and do not imply any obligation of VRM to provide
any further advances. VRM reserved all rights under the applicable limited liability company agreement and related documents.
The foregoing description of the VRM Addenda does not purport to be
complete, and are qualified in their entirety by reference to the full text of the VRM Addenda, which is 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 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number |
|
Description |
| 10.1 |
|
Virage Letter Agreement dated August 4, 2026 |
| 10.2 |
|
Virage Letter Agreement dated August 11, 2026 |
| 10.3 |
|
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) |
| 10.4 |
|
Hazel Letter Agreement dated August 4, 2026 |
| 10.5 |
|
Hazel Letter Agreement dated August 13, 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:
August 14, 2026 |
|
| |
By: |
/s/
Thomas Hawkins |
| |
Name: |
Thomas Hawkins |
| |
Title: |
Director and Member
of the Special Committee |