MSP Recovery Faces Delisting, Reports Unregistered Sales

TL;DR

MSP Recovery is in hot water: delisting notice, unregistered sales, and new debt. Big trouble ahead.

AI Summary

On October 22, 2025, MSP Recovery, Inc. entered into a material definitive agreement and incurred a direct financial obligation. The company also received a notice of delisting or failure to satisfy a continued listing rule, and reported unregistered sales of equity securities. MSP Recovery, Inc. was formerly known as Lionheart Acquisition Corp. II and Lionheart Acquisition Corp.

Why It Matters

This filing indicates significant financial and listing challenges for MSP Recovery, Inc., potentially impacting its stock value and operational status.

Risk Assessment

Risk Level: high — The company is facing a delisting notice and has engaged in unregistered sales of equity securities, indicating severe financial distress and potential regulatory issues.

Key Players & Entities

• MSP Recovery, Inc. (company) — Filer
• Lionheart Acquisition Corp. II (company) — Former Company Name
• Lionheart Acquisition Corp. (company) — Former Company Name
• 20251022 (date) — Report Date

FAQ

Key Financial Figures

• $0.0001 — hich registered Class A common stock, $0.0001 par value per share MSPR Nasdaq Cap
• $50,312.50 — A common stock at an exercise price of $50,312.50 per share MSPRW Nasdaq Capital Mark
• $0.4375 — A common stock at an exercise price of $0.4375 per share MSPRZ Nasdaq Capital Mark
• $1.00 — sued from time to time thereunder, from $1.00 to $0.50. Nomura Amended and Restated
• $0.50 — time to time thereunder, from $1.00 to $0.50. Nomura Amended and Restated Promisso
• $35.4 m — pal amount outstanding of approximately $35.4 million, and (ii) to include a limited wa
• $3.0 million — r 10, 2025, up to an aggregate total of $3.0 million of such proceeds that would otherwise b
• $250 million — as the right to sell to Yorkville up to $250 million of its shares of common stock, subject
• $3.0 m — sory Notes, additional funding of up to $3.0 million, from time to time in such amount
• $1.0 million — Notes then outstanding does not exceed $1.0 million. On October 28, 2025, Yorkville agree
• $0.50 m — o Yorkville for the principal amount of $0.50 million, on terms substantially the same
• $0.45 million — esult in net proceeds to the Company of $0.45 million. Yorkville may convert the Convertibl
• $0 — Price be lower than the Floor Price of $0.50, provided that the number of shares
• $128.4 m — the Company's stockholders' deficit of $128.4 million, as reported in the Company's For
• $2.5 m — 2024, was below the required minimum of $2.5 million, and because, as of April 24, 202

Filing Documents

• mspr-20251022.htm (8-K) — 89KB
• mspr-ex10_1.htm (EX-10.1) — 11KB
• mspr-ex10_2.htm (EX-10.2) — 134KB
• mspr-ex10_5.htm (EX-10.5) — 210KB
• img250050044_0.jpg (GRAPHIC) — 730KB
• 0001193125-25-253645.txt ( ) — 1672KB
• mspr-20251022.xsd (EX-101.SCH) — 61KB
• mspr-20251022_htm.xml (XML) — 8KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Yorkville Floor Price Reduction On October 28, 2025, the MSP Recovery, Inc. (the "Company") and YA II PN, Ltd. ("Yorkville") reached an agreement to reduce the Floor Price under the Standby Equity Purchase Agreement dated November 14, 2023, as amended (the "Yorkville SEPA") and the convertible promissory notes ("Convertible Promissory Notes") issued from time to time thereunder, from $1.00 to $0.50. Nomura Amended and Restated Promissory Note As previously disclosed, the Company entered into a Promissory Note (as amended, the "Nomura Note") with Nomura Securities International, Inc. ("Nomura") on May 27, 2022. On October 24, 2025, the Company further amended and restated the Nomura Note to: (i) reflect the current principal amount outstanding of approximately $35.4 million, and (ii) to include a limited waiver of the Company's obligation to pay promissory note obligations using the proceeds from Convertible Notes issued pursuant to the Second Supplemental Agreement to the Yorkville SEPA dated October 10, 2025, up to an aggregate total of $3.0 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. Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. As previously disclosed, the Company entered into the Yorkville SEPA, pursuant to which the Company has the right to sell to Yorkville up to $250 million of its shares of common stock, subject to certain limitations and conditions set forth in the Yorkville SEPA, from time to time during the term of the Yorkville SEPA. Sales of the shares of common stock to Yorkville under the Yorkville SEPA, and the timing of any such sales, are at the Company's option, and the Company is under no obligation to sell any shares of common stock to Yorkville under the Yorkville SEPA except in connection with noti

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 April 24, 2025, MSP Recovery, Inc. (the "Company") received a letter (the "Notice") from the Listing Qualifications Department (the "Staff") of the Nasdaq Stock Market LLC ("Nasdaq") informing 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), because the Company's stockholders' deficit of $128.4 million, as 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 because, as of April 24, 2025, 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. The Company had 45 calendar days from April 24, 2025, or through Monday, June 9, 2025, to submit a plan to regain compliance with Listing Rule 5550(b)(1). The Company submitted its plan on June 5, 2025, and was granted an extension of up to 180 days, or through Tuesday, October 21, 2025, to regain compliance. On October 22, 2025, the Company received a Staff Delisting Determination (the "Delisting Notification"), notifying the Company that trading of its common stock will be suspended from the Nasdaq Capital Market at the opening of business on October 31, 2025, and a Form 25-NSE will be filed with the Securities and Exchange Commission, which will remove the Company's securities from listing and registration on Nasdaq. Pursuant to the Delisting Notification, the Company has until 4:00 p.m. Eastern Time on October 29, 2025 to submit a written request for a review of the Delisting Notification by a Hearings Panel (the "Panel"). A hearing request will stay the suspension of the Company

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information set forth in Item 2.03 of this Current Report on Form 8-K is incorporated herein by reference. In the Yorkville SEPA, Yorkville represented to the Company, among other things, that it is an "accredited investor" (as such term is defined in Rule 501(a) of Regulation D under the Securities Act). The securities referred to in this Current Report on Form 8-K are being issued and sold by the Company to Yorkville in reliance upon the exemption from the registration requirements of the Securities Act afforded by Section 4(a)(2) of the Securities Act. 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 whi

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 10.1 Letter Agreement dated October 28, 2025 10.2 Amended and Restated Promissory Note dated October 24, 2025 10.3 Yorkville SEPA (incorporated by reference to Exhibit 10.10 to the Form 10-Q filed on November 14, 2023) 10.4 Yorkville Second Supplemental Agreement dated October 10, 2025 10.5 Yorkville Convertible Note dated October 28, 2025 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: October 28, 2025 By: /s/ Francisco Rivas-Vasquez Name: Francisco Rivas-Vasquez Title: Chief Financial Officer

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View this 8-K filing on SEC EDGAR