MSP Recovery, Inc. (Nasdaq: MSPR) filed Prospectus Supplement No. 30, incorporating the 8-K dated 26 June 2025, to update investors on its $250 million Standby Equity Purchase Agreement (SEPA) with YA II PN, Ltd. (Yorkville). The supplement registers 2,000,000 Class A shares that Yorkville may resell, while the company may continue drawing capital through SEPA advances and convertible notes.
Key financing terms include: (1) $15 million of 5% convertible notes already issued in three $5 million tranches (net proceeds ≈ $14.2 million); (2) note maturity extended twice, now to 30 Nov 2026; (3) conversion price is the lower of the fixed prices ($200.5625, $92.84, $37.625) or 95% of the 7-day VWAP, but never below the Floor Price, successively reduced from $32 → $25 → $12.50 → $3.75 → $1.00.
Several structural caps apply: a 9.99% ownership limit and, originally, a 19.99% exchange cap (1,108,062 shares). Shareholders approved cap removal on 6 Dec 2024, enabling issuances above 19.99%. Yorkville also committed to an additional $13 million advance if its equity cap restricts further draws.
The company executed a 1-for-25 reverse split on 15 Nov 2024. Post-split, MSPR closed at $1.26 on 26 Jun 2025. Shares sold to Yorkville under SEPA are priced at 98% of same-day VWAP (Option 1) or 97% of the lowest VWAP over three days (Option 2), creating potential pressure on the market price. Yorkville is deemed an underwriter; MSPR receives no proceeds from Yorkville’s resale, only from primary issuances under SEPA.
This filing principally signals ongoing reliance on equity-linked financing, enhanced short-term liquidity through extended maturities and waived payment triggers, but also elevated dilution risk for existing shareholders given the sharply lower floor price and discount structure.
MSP Recovery, Inc. filed Prospectus Supplement No. 28, incorporating a Form 8-K dated 26 Jun 2025. The supplement registers up to 225,524 Class A shares for resale, including 106,667 shares issuable from a CPIA warrant priced at just $0.0625, implying negligible cash inflow on exercise. All share figures reflect the 1-for-25 reverse split effective 15 Nov 2024.
The 8-K highlights two financing changes. First, the Nomura promissory note was amended, lifting the principal balance to approximately $33.6 million; Nomura simultaneously waived rights to collect up to $3 million of future proceeds under the Yorkville Standby Equity Purchase Agreement (SEPA). Second, the company drew a $0.8 million fourth convertible note from Yorkville under the SEPA, bringing total SEPA borrowing to the contractual $15 million cap. Each convertible note may be exchanged for stock at the lower of a fixed price or 95 % of the five-day VWAP, but not below a $1.00 floor, and is subject to a 9.99 % ownership limit.
No operating or earnings data were provided. While the actions enhance short-term liquidity, investors face higher leverage, low-priced warrants and potential dilution as resale shares and convertible securities enter the market.
MSP Recovery, Inc. (Nasdaq: MSPR) filed Prospectus Supplement No. 35 on 27 June 2025 to incorporate its same-day Form 8-K. The filing registers (i) up to 6,369,856 Class A shares for resale by existing holders, (ii) up to 755,200,000 warrants, and (iii) up to 1,652,127 shares issuable upon warrant exercise. Post 1-for-25 reverse split, the Public Warrants carry a $0.0625 exercise price while the New Warrants carry a $7,187.50 exercise price; management does not expect the high-strike New Warrants to be exercised and therefore does not plan to rely on them for liquidity.
The accompanying Form 8-K discloses two financing actions:
- Nomura Promissory Note: amended and restated on 26 June 2025, increasing principal to approximately $33.6 million and documenting Nomura’s waiver of up to $3 million of proceeds otherwise claimable under the Yorkville SEPA.
- Yorkville SEPA Convertible Note: Yorkville issued a fourth convertible note for $0.8 million. Conversion is at the lower of a fixed price or 95% of the lowest five-day VWAP, but not below a $1.00 floor and subject to a 9.99% ownership cap.
The SEPA allows MSPR to sell up to $250 million of common stock at its discretion; cumulative notes now total $15 million principal. As of 26 June 2025, MSPR traded at $1.26; Public Warrants at $0.02; and New Warrants at $0.0023.
Investors should note the significant potential share dilution from large warrant and SEPA issuances, the increased debt balance, and management’s stated need to rely on alternative cash sources rather than warrant exercises.
MSP Recovery, Inc. ("MSPR") filed Prospectus Supplement No. 17 to register the potential resale of up to 398,257 Class A shares by three selling security-holders—Virage Recovery Master LP, Virage Recovery Participation LP and Palantir Technologies, Inc. The bulk of the shares (300,000) are issuable from warrants whose exercise price is only $0.0001 per share, meaning the company would receive de-minimis cash proceeds if exercised.
The document incorporates an 8-K dated 26 June 2025 that discloses fresh financing activity: (1) an Amended & Restated Nomura promissory note increasing principal to roughly $33.6 million and recording Nomura’s waiver of up to $3 million in SEPA proceeds; and (2) a $0.8 million fourth Convertible Note from Yorkville under the existing $250 million Standby Equity Purchase Agreement (SEPA). Yorkville may convert its notes at the lower of a fixed price or 95 % of the 5-day VWAP, but not below a $1.00 floor and subject to a 9.99 % ownership cap.
MSPR executed a 1-for-25 reverse split on 15 Nov 2024; all share figures are split-adjusted. As of 26 Jun 2025, the split-adjusted stock closed at $1.26; public warrants closed at $0.02.
Key implications for investors: (i) Potential dilution from resale registration, warrant exercises and future Yorkville conversions; (ii) Incremental leverage via the enlarged Nomura note; (iii) near-term liquidity support through SEPA and Nomura’s waiver, albeit with minimal cash from warrant exercises; and (iv) continued reliance on alternative financing structures rather than operating cash flow.