12/04/2025 | Press release | Distributed by Public on 12/04/2025 16:00
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-268616
PROSPECTUS SUPPLEMENT NO. 46
(to Prospectus dated May 4, 2024)
MSP RECOVERY, INC.
32,220 Shares of Class A Common Stock
This prospectus supplement no. 46 amends and supplements the prospectus dated May 4, 2024 (as supplemented or amended from time to time, the "Prospectus"), which forms a part of our Registration Statement on Form S-1 (No. 333-268616). This prospectus supplement is being filed to update and supplement the information in the Prospectus with the information contained in our Current Report on Form 8-K, filed with the Securities and Exchange Commission (the "SEC") on December 4, 2025 (the "Current Report"). Accordingly, we have attached the Current Report to this prospectus supplement.
This prospectus relates to the offer and sale from time to time by the selling securityholders named in this prospectus (the "Selling Securityholders"), or their permitted transferees, of up to 32,220 shares of our Class A Common Stock, par value $0.0001 per share, held by the Selling Securityholders (the "Total Resale Shares"), including up to 15,239 shares of our Class A Common Stock issuable upon exercise of the Class A Common Stock Underlying Warrant (the "CPIA Warrant") pursuant to an Amendment to the Claim Proceeds Investment Agreement (the "Amendment") and a Warrant Agreement (the "Warrant Agreement") with Brickell Key Investments LP (the "CPIA Holder"). As the exercise price of the CPIA Warrant is only $0.4375 per share, should the CPIA Holder exercise the CPIA Warrant, we would only receive nominal proceeds therefrom.
Our Common Stock, Public Warrants and New Warrants are listed on Nasdaq under the symbols "MSPR," "MSPRZ," and "MSPRW." On December 3, 2025, the closing price of Common Stock was $0.2777 per share, the closing price of our Public Warrants was $0.035 per warrant and the closing price of our New Warrants was $0.0017 per warrant.
Effective at 11:59 PM EDT on September 1, 2025, the Company amended its Second Amended and Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware to effect a 1-for-7 reverse stock split of the Company's common stock (the "Reverse Split"). Unless otherwise noted, the share and per share information in this Prospectus Supplement No. 46 have been adjusted to give effect to the Reverse Split.
Investing in our securities involves risks. Before you invest in our securities, please carefully read the information provided in the "Risk Factors" section beginning on page 9 of the Prospectus and any in any applicable prospectus supplement, and Item IA of our Annual Report on Form 10-K for the fiscal year ending December 31, 2024, filed with the SEC on April 16, 2025.
Neither the SEC nor any state securities commission has approved or disapproved of the securities to be issued under the Prospectus or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is December 4, 2025.
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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): November 28, 2025
MSP Recovery, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction |
001-39445
(Commission |
84-4117825
(I.R.S. Employer |
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3150 SW 38th Avenue Suite 1100 Miami, Florida |
33146 |
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(Address of principal executive offices) |
(Zip Code) |
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(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:
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Written communications pursuant to Rule 425 under the Securities Act |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Class A common stock, $0.0001 par value per share |
MSPR |
Nasdaq Capital Market |
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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 |
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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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As previously disclosed, on October 22, 2025, the Company received a Staff Delisting Determination (the "Delisting Notification"), notifying the Company that it was not in compliance with the minimum stockholders' equity requirement for continued listing on the Nasdaq Capital Market, under Listing Rule 5550(b)(1), as the Company's stockholders' equity reported in the Company's Form 10-K for the year ended December 31, 2024, was below the required minimum of $2.5 million, and the Company did not meet the alternative compliance standards, relating to the market value of listed securities of $35 million or net income from continuing operations of $500,000 in the most recently completed fiscal year or in two of the last three most recently completed fiscal years.
On October 29, 2025 the Company timely requested a review of the Delisting Notification by a Hearings Panel (the "Panel"), and on November 21, 2025, the Company timely submitted its Required Written Submission to the Panel. The hearing request has stayed suspension of trading of the Company's securities and the filing of the Form 25-NSE, pending the Panel's decision. The Panel will conduct its hearing on December 11, 2025.
On November 28, 2025, the Company received an additional staff determination letter ("Additional Staff Determination") indicating that the bid price of the Company's listed securities has closed at less than $1 per share over the previous 30 consecutive business days, and, as a result, the Company is not in compliance with Listing Rule 5550(a)(2). The Staff determined that such non-compliance served as an additional basis for delisting the Company's securities from Nasdaq. The Company will be afforded an opportunity to present its views to the Panel with respect to this additional deficiency at the December 11, 2025 hearing.
There can be no assurance that the Panel will grant the Company's request for continued listing on the Nasdaq Capital Market. If the Company's Common Stock ceases to be listed for trading on the Nasdaq Capital Market, the Company expects that its Common Stock would continue to trade on the OTCQB Venture Market of the OTC Markets Group.
Cautionary Note Regarding Forward-Looking Statements
Certain statements made herein are not historical facts but may be considered "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), Section 21E of the Securities Exchange Act of 1934, as amended, and the "safe harbor" provisions under the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as "believe," "agree," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," "should," "would," "plan," "predict," "potential," "seem," "seek," "future," "outlook" or the negatives of these terms or variations of them or similar terminology or expressions that predict or indicate future events or trends or that are not statements of historical matters. These statements involve risks, uncertainties and other factors that may cause actual results, performance, or achievements to be materially different from the information expressed or implied by these forward-looking statements. Although the Company believes that it has a reasonable basis for each forward-looking statement contained in this Current Report, the Company cautions that these statements are based on a combination of facts and factors currently known by it and its projections of the future, about which it cannot be certain. Forward-looking statements in this Current Report include, but are not limited to, statements regarding the Company's ability to maintain or regain compliance with Nasdaq's continued listing standards, and its ability to qualify for listing on the OTCQB Venture Market. These forward-looking statements are based on management's current beliefs, expectations, and assumptions, and are subject to risks and uncertainties. These risks and uncertainties include, among other things, the Company's ability to successfully appeal the Staff's Delisting Notification and the Additional Staff Determination, and the Company's ability to be listed on the OTCQB Venture Market if its common shares are delisted from Nasdaq, and other risks and uncertainties described in the Company's most recent Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission (the "SEC") on April 16, 2025, and subsequent Quarterly Reports on Form 10-Q, and other factors detailed from time to time in the Company's filings with the SEC. The Company undertakes no obligation to revise or update publicly any forward-looking statements.
Item 9.01. Financial Statements and Exhibits.
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Exhibit Number |
Description |
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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.
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MSP RECOVERY, INC. |
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Dated: December 4, 2025 |
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By: |
/s/ Francisco Rivas-Vasquez |
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Name: |
Francisco Rivas-Vasquez |
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Title: |
Chief Financial Officer |
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