MSP Recovery Faces Delisting Concerns

TL;DR

MSP Recovery might get kicked off the exchange, big trouble for shareholders.

AI Summary

MSP Recovery, Inc. filed an 8-K on June 7, 2024, reporting a notice of delisting or failure to satisfy continued listing rules. The company also disclosed unregistered sales of equity securities and filed financial statements and exhibits. This filing follows a period where the company was formerly known as Lionheart Acquisition Corp. II and Lionheart Acquisition Corp.

Why It Matters

This filing indicates potential delisting from a stock exchange, which could significantly impact the liquidity and value of the company's shares for investors.

Risk Assessment

Risk Level: high — The filing explicitly mentions a notice of delisting or failure to satisfy continued listing rules, indicating a significant risk to the company's stock market status.

Key Numbers

• 20240605 — Earliest Event Date (Date of the earliest event reported in the 8-K filing.)
• 20240607 — Filing Date (Date the 8-K was filed with the SEC.)

Key Players & Entities

• MSP Recovery, Inc. (company) — Filer
• Lionheart Acquisition Corp. II (company) — Former company name
• Lionheart Acquisition Corp. (company) — Former company name
• 0000950170-24-070594 (accession_number) — Filing accession number

FAQ

Key Financial Figures

• $0.0001 — hich registered Class A Common stock, $0.0001 par value per share LIFW The Nasdaq
• $287.50 — A common stock at an exercise price of $287.50 per share LIFWW The Nasdaq Global M
• $0.0025 — A common stock at an exercise price of $0.0025 per share LIFWZ The Nasdaq Global M
• $1.00 — ice for our common stock had been below $1.00 per share for the previous 30 consecuti
• $1.00 m — ment. We can regain compliance with the $1.00 minimum bid listing requirement if the cl

Filing Documents

• lifw-20240605.htm (8-K) — 67KB
• lifw-ex10_2.htm (EX-10.2) — 156KB
• 0000950170-24-070594.txt ( ) — 420KB
• lifw-20240605.xsd (EX-101.SCH) — 59KB
• lifw-20240605_htm.xml (XML) — 8KB

01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On June 7, 2024, MSP Recovery, Inc. ("the Company," "we," or "our") received notice from the Listing Qualifications Department of the Nasdaq Stock Market LLC ("Nasdaq") that the closing bid price for our common stock had been below $1.00 per share for the previous 30 consecutive business days, and that we are therefore not in compliance with the minimum bid price requirement for continued inclusion on Nasdaq under Nasdaq Listing Rule 5450(a)(1). The notice indicates that we will have 180 calendar days, or until December 4, 2024, to regain compliance with this requirement. We can regain compliance with the $1.00 minimum bid listing requirement if the closing bid price of our common stock is at least $1.00 per share for a minimum of 10 consecutive business days during the 180-day compliance period. Nasdaq's notice has no immediate effect on the listing or trading of our common stock on Nasdaq. If the Company does not regain compliance during such 180-day compliance period, the Company may be eligible transfer to the Nasdaq Capital Market, so as to take advantage of the additional 180-day compliance period offered on that market, provided that the Company meets the continued listing requirement for market value of publicly held shares and all other applicable initial listing standards for Nasdaq, and provides a written notice of its intention to cure this deficiency during the second compliance period, including by effecting a reverse stock split, if necessary. If it appears to Nasdaq that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, it will receive written notification that its securities are subject to delisting. At that time, the Company may appeal the delisting determination to a hearings panel pursuant to the procedures set forth in the applicable Nasdaq Listing Rules. The Company intends to activ

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. Pursuant to MTA Amendment No. 2 and Amendment to the Amended and Restated Security Agreement dated November 13, 2023 by and between Virage Recovery Master LP; Series MRCS; John H. Ruiz; Frank C. Quesada; Virage Capital Management LP; MSP Recovery, LLC; La Ley con John H. Ruiz; MSP Recovery, Inc.; and Lionheart II Holdings, LLC, on June 5, 2024 the Company issued a warrant (the "Warrant") to purchase 14,594,774 shares of the Company's Class A Common Stock, par value $0.0001 per share at a purchase price of $0.0001 per share to Virage Recovery Master LP. The Warrant is exercisable for two years from the Original Issue Date, as defined therein. The Warrant has not been registered under the Securities Act of 1933 (the "Securities Act") or under any state securities law in reliance upon an exemption from registration pursuant to Section 4(a)(2) of the Securities Act. This Item 3.02 contains only a brief description of the material terms of the Warrant, and does not purport to be a complete description of the rights and obligations of the parties thereunder, and such descriptions are qualified in their entirety by reference to the full text of the Warrant, which is attached hereto as Exhibit 10.2 and incorporated by reference into this Item 3.02.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 10.1 MTA Amendment No. 2 and Amendment to the Amended and Restated Security Agreement dated November 13, 2023 by and between Virage Recovery Master LP; Series MRCS; John H. Ruiz; Frank C. Quesada; Virage Capital Management LP; MSP Recovery, LLC; La Ley con John H. Ruiz; MSP Recovery, Inc.; and Lionheart II Holdings, LLC 10.2 June 5, 2024 Warrant Agreement 104 Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document).

SIGNATURES

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 R ECOVERY , I NC . Dated: June 7, 2024 By: /s/ Alexandra Plasencia Name: Alexandra Plasencia Title: General Counsel

View Full Filing

View this 8-K filing on SEC EDGAR