Welcome to our dedicated page for MSP Recovery SEC filings (Ticker: MSPR), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The MSP Recovery, Inc. (MSPR) SEC filings page brings together the company’s official disclosures to the U.S. Securities and Exchange Commission, offering insight into its reimbursement recovery business, technology initiatives, capital structure, and listing status. MSP Recovery describes itself as a Medicare, Medicaid, commercial, and secondary payer reimbursement recovery and technology leader, and its filings expand on how this model operates in practice.
Through annual reports on Form 10‑K and quarterly reports on Form 10‑Q, MSP Recovery provides detailed information on its portfolio of assigned healthcare claims, legal strategies under the Medicare Secondary Payer Act and other laws, technology platforms such as LifeWallet and LifeChain, and risk factors related to liquidity, litigation, and regulatory matters. These periodic reports also discuss non‑GAAP measures, impairment assessments of definite‑lived intangible assets, and management’s views on going‑concern considerations.
Current reports on Form 8‑K document material events affecting the company. Recent 8‑Ks describe strategic term sheets with investors such as Hazel Partners and Virage Capital Management, bridge funding and working‑capital facilities, debt‑to‑equity conversions, and amendments to agreements with YA II PN, Ltd. (Yorkville) under a Standby Equity Purchase Agreement and related convertible promissory notes. Other 8‑Ks address reverse stock splits implemented to address Nasdaq’s minimum bid‑price rule, confidential settlements with insurers and pharmaceutical defendants, and the settlement of litigation with counterparties such as Cano Health.
Filings under Item 3.01 of Form 8‑K and related disclosures outline Nasdaq listing‑compliance issues, including deficiencies in minimum stockholders’ equity and bid‑price requirements, the company’s submission of a compliance plan, and the subsequent Nasdaq Hearings Panel decision to delist MSP Recovery’s common stock from the Nasdaq Capital Market. The company reports that it expects its common stock to trade on the OTC Markets OTCQB market under the ticker MSPR following suspension from Nasdaq, which is an important consideration for investors tracking trading venues.
Notifications of late filing on Form 12b‑25 (NT 10‑Q) provide context when MSP Recovery is unable to file a quarterly report by the prescribed deadline, such as delays related to a transition to a new independent registered public accounting firm. These notices explain the reasons for the delay and whether the company expects to file within the permitted extension period.
On this page, users can review MSP Recovery’s 10‑K and 10‑Q reports, 8‑K current reports, and other SEC submissions, while AI‑powered tools summarize key sections, highlight significant changes, and call out items such as liquidity discussions, debt and equity arrangements, reverse stock splits, and listing‑status disclosures. This helps readers quickly understand how MSP Recovery’s legal, technological, and financial developments are reflected in its official regulatory record.
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. (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. 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. ("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.
MSP Recovery, Inc. (NASDAQ: MSPR) has released its Definitive Proxy Statement (Schedule 14A) for the 2025 Annual Meeting of Stockholders. The virtual-only meeting will be held on Friday, August 8, 2025 at 10:00 a.m. ET via webcast (www.proxyvote.com/MSPR). Shareholders of record as of June 11, 2025 are entitled to vote.
Key voting items:
- Proposal 1 – Election of three Class III directors (John H. Ruiz, Frank C. Quesada, Ophir Sternberg) to serve three-year terms expiring in 2028. The Board recommends FOR.
- Proposal 2 – Ratification of Deloitte & Touche LLP as independent registered public accounting firm for fiscal year 2025. The Board recommends FOR.
Board structure and independence: The Board remains staggered and consists of seven members divided into Class I, II and III cohorts. Independent directors represent ≈71 % of the Board. All members of the Audit and Compensation Committees are independent, with Thomas Hawkins chairing Audit and Michael F. Arrigo chairing Compensation.
Governance highlights disclosed:
- Single-class voting structure (one share, one vote).
- No stockholder rights plan (“poison pill”).
- Prohibition on hedging, pledging, or short sales of company stock.
- Independent compensation consultant engaged.
- Regular executive sessions of independent directors without management present.
Other information: The filing confirms that no SEC filing fee was required, includes a broad Code of Conduct, and cautions investors with standard forward-looking-statement language. No executive-compensation changes, capital-allocation plans, or material financial metrics are presented in the excerpt. Shareholders are urged to vote promptly even if they do not attend the webcast, and the company will answer business-related questions live during the meeting.
MSP Recovery (Nasdaq: MSPR) filed an 8-K disclosing new financing actions dated 26 Jun 2025.
- Amended & Restated Nomura promissory note boosts principal to $33.6 million; Nomura also waived up to $3 million of proceeds otherwise payable from the Yorkville SEPA.
- Yorkville issued a $0.8 million convertible note under the existing $250 million Standby Equity Purchase Agreement. Conversion price is the lower of the Fixed Price or 95% of the 5-day VWAP, but not below a $1.00 floor and subject to a 9.99% ownership cap.
- Yorkville may initiate additional share issuances (“Yorkville Advances”) that offset note balances.
The transactions create new debt and potential equity dilution while enhancing near-term liquidity. Shares and notes were issued under the Section 4(a)(2) private-placement exemption.