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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): July 6, 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
8.01. Other Events.
As
previously reported, MSP Recovery, Inc. (the “Company”) has not filed its Annual Report on Form 10-K for the period ending
December 31, 2025 or its Quarterly Report on Form 10-Q for the period ending March 31, 2026 (collectively, the “Delayed Reports”)
with the Securities and Exchange Commission (“SEC”). Companies that are not current in their SEC reporting obligations in
accordance with the provisions of Rule 15c2-11, promulgated under the Securities Exchange Act of 1934, as amended, do not have current
information publicly available, and thus do not meet the requirements for ongoing quoting of their securities on one of the public markets
operated by the OTC Markets Group.
On
July 6, 2026, the Company was informed by the OTC Markets Group that the trading of its Class A common stock and publicly traded warrants
(the “Publicly Traded Securities”) will move from OTC Pink Limited Information market tier to the OTC Markets Group’s
“Expert Market” on or around July 17, 2026, unless it regains compliance in its financial filings. The Company does not expect
that the Delayed Reports will be filed with the SEC by July 17, 2026, the end of the grace period for the Company to have current information
publicly available. Accordingly, the Company’s Publicly Traded Securities will be designated for quoting on the Expert Market,
effective July 17, 2026.
The
Expert Market is available for unsolicited quotes only, meaning broker-dealers may use the Expert Market to publish unsolicited quotes
representing orders from certain retail and institutional investors who are not affiliates or insiders of the Company. Quotations in
Expert Market securities are made available to broker-dealers, institutions, and other sophisticated investors.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
Number |
|
Description |
| 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: July
8, 2026 |
|
| |
|
|
| |
By: |
/s/
John H. Ruiz |
| |
Name: |
John H. Ruiz |
| |
Title: |
Chief Executive Officer |
