MSP Recovery (MSPR) lowers Yorkville SEPA floor price from $2.00 to $1.60

Rhea-AI Filing Summary

MSP Recovery, Inc. filed an agreement change with its financing partner Yorkville to adjust terms under an existing Standby Equity Purchase Agreement. Effective September 15, 2025, the company and Yorkville agreed to reduce the SEPA “Floor Price” from $2.00 per share to $1.60 per share, as defined in the Yorkville SEPA and related notes. This modification affects the minimum share price at which equity can be issued under that arrangement but does not, by itself, change share counts or authorize new securities.

Insights

Capital structure and financing analyst

MSP Recovery lowers SEPA floor price, modestly altering equity financing terms.

MSP Recovery and Yorkville amended their Standby Equity Purchase Agreement to cut the Floor Price from $2.00 to $1.60 per share. The Floor Price is the minimum share price at which equity can be issued under this facility.

This adjustment can make it easier to draw on the SEPA during periods of lower trading prices, because shares could be issued at a lower level than before. However, the excerpt does not state any new issuance amounts or immediate use of the facility.

The overall impact depends on how frequently MSP Recovery taps the SEPA after September 15, 2025 and at what prices. Subsequent company filings would be needed to see actual share issuances and any resulting dilution or balance sheet changes.

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 →

0001802450False0001802450mspr:RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfClassACommonStockAtAnExercisePriceOf00025PerShareMember2025-09-152025-09-150001802450mspr:RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfClassACommonStockAtAnExercisePriceOf28750PerShareMember2025-09-152025-09-1500018024502025-09-152025-09-150001802450us-gaap:CommonStockMember2025-09-152025-09-15

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 15, 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 15, 2025, the Company and Yorkville reached an agreement to reduce the Floor Price under the Yorkville SEPA from $2.00 to $1.60.

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 15, 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 15, 2025
				By:		/s/ Alexandra Plasencia
				Name:		Alexandra Plasencia
				Title:		General Counsel

FAQ

What did MSPR change in its agreement with Yorkville?

MSP Recovery, Inc. and Yorkville agreed to amend their Standby Equity Purchase Agreement. They reduced the contract’s Floor Price from $2.00 to $1.60 per share, altering the minimum price at which MSPR can issue stock under this financing arrangement.

When did the new MSPR Yorkville SEPA Floor Price become effective?

The updated Floor Price under the Yorkville Standby Equity Purchase Agreement became effective on September 15, 2025. That date is listed as both the earliest event reported and the date of the Letter Agreement changing the pricing terms in the 8-K filing.

Does the MSPR 8-K disclose any new shares or offering size?

The 8-K focuses on changing the Floor Price in the Yorkville Standby Equity Purchase Agreement. It does not state any new share amounts or specific issuances; it only describes the revised minimum price level for potential future equity sales under the existing facility.

Where can investors find the full terms of MSPR’s Yorkville SEPA?

Investors can review the full Yorkville Standby Equity Purchase Agreement in Exhibit 10.1. That document is incorporated by reference from MSP Recovery’s Form 10-Q filed on November 14, 2023, which contains the complete contractual terms and defined capitalized terms.

What securities of MSPR are listed on the Nasdaq Capital Market?

MSP Recovery lists its Class A common stock under symbol MSPR and two redeemable warrant classes under MSPRW and MSPRZ on Nasdaq Capital Market. Each warrant type has different specified exercise prices and structures disclosed in the 8-K header section.

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

The 8-K was signed on behalf of MSP Recovery, Inc. by Alexandra Plasencia. She is identified in the filing as the company’s General Counsel and executed the report dated September 15, 2025 under the Securities Exchange Act of 1934 requirements.