MSP Recovery, Inc. Amends Charter

TL;DR

MSP Recovery (MSPR) filed an 8-K for charter amendments - could change how shares work.

AI Summary

On November 15, 2024, MSP Recovery, Inc. filed an 8-K detailing amendments to its Certificate of Incorporation. These amendments involve changes to the rights of security holders and potentially modifications to the company's capital structure, though specific details on the nature of these changes are not fully elaborated in this filing excerpt.

Why It Matters

Changes to a company's charter can significantly alter shareholder rights and the company's governance structure, impacting future strategic decisions and investor confidence.

Risk Assessment

Risk Level: medium — Amendments to a company's charter can introduce significant changes to security holder rights and corporate structure, the full implications of which may not be immediately clear.

Key Players & Entities

• MSP Recovery, Inc. (company) — Filer
• Lionheart Acquisition Corp. II (company) — Former company name
• Lionheart Acquisition Corp. (company) — Former company name

FAQ

Key Financial Figures

• $0.0001 — hich registered Class A Common stock, $0.0001 par value per share LIFW The Nasdaq
• $7,187.50 — A common stock at an exercise price of $7,187.50 per share LIFWW The Nasdaq Global M
• $0.0625 — A common stock at an exercise price of $0.0625 per share LIFWZ The Nasdaq Global M
• $4.0 million — , 2025, and up to an aggregate total of $4.0 million of such proceeds that would otherwise b

Filing Documents

• lifw-20241115.htm (8-K) — 75KB
• lifw-ex3_1.htm (EX-3.1) — 14KB
• lifw-ex10_1.htm (EX-10.1) — 37KB
• 0000950170-24-127963.txt ( ) — 323KB
• lifw-20241115.xsd (EX-101.SCH) — 69KB
• lifw-20241115_htm.xml (XML) — 8KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On November 18, 2024, Nomura Securities International, Inc. ("Nomura") agreed to a limited waiver (the "Letter Agreement") of the Company's obligation to pay promissory note obligations using the proceeds of the Standby Equity Purchase Agreement dated November 14, 2023 by and between the Company and YA II PN, Ltd. until March 31, 2025, and up to an aggregate total of $4.0 million of such proceeds that would otherwise be paid to Nomura; provided that such proceeds be used solely to fund the operations of the Company. The foregoing description is qualified in its entirety by the Letter Agreement, which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders. To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. Effective November 15 , 2024 , MSP Recovery, Inc. (the "Company," "we," "us," or "our") amended our Second Amended and Restated Certificate of Incorporation in the State of Delaware (the "Amendment"), which provides that, at 11:59 P.M. on November 15, 2024 (the "Reverse Split Effective Time"), every 25 shares of our issued and outstanding Class A Common Stock and Class V Common Stock (together with the Class-B Units) were automatically combined into one issued and outstanding share of Class A Common Stock and Class V Common Stock (together with the Class-B Units ), respectively, without any change in the par value per share (the "Reverse Stock Split"). Earlier, on September 25, 2024, a majority of our stockholders approved a reverse stock split subject to the board of directors determining the final ratio. The Company's Class A Common Stock began trading on a split-adjusted basis on The NASDAQ Global Market ("NASDAQ") at the market open on November 18, 2024. At the Reverse Stock Split Effective Time, every 25 issued and outstanding shares of the Company's Class A Common Stock and Class V Common Stock (together with the Class-B Units ) were converted automatically into one share of the Company's Class A Common Stock and Class V Common Stock (together with the Class B Units), respectively, without any change in the par value per share. Based on share counts as of November 15, 2024, the Reverse Stock Split reduced the number of shares of Class A Common Stock issued and outstanding from approximately 46.7 million to approximately 1.9 million, and the number of Up-C Units, which one share of Class V Common Stock forms a part, from approximately 124.1 million to approximately 5.0 million. No fractional shares were issued in connection with the Reverse Stock Split. Stockholders who would otherwise be entitled to receive a fractional share due to holding a number of shares not evenly d

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 3.1 Certificate of Amendment to Second Amended and Restated Certificate of Incorporation 10.1 Nomura Letter Agreement dated November 12, 2024 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: November 18, 2024 By: /s/ Alexandra Plasencia Name: Alexandra Plasencia Title: General Counsel

View Full Filing

View this 8-K filing on SEC EDGAR