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): April 08, 2024 |
MSP Recovery, Inc.
(Exact name of Registrant as Specified in Its Charter)
Delaware | 001-39445 | 84-4117825 | ||
(State or Other Jurisdiction | (Commission File Number) | (IRS Employer | ||
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2701 Le Jeune Road Floor 10 |
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Coral Gables, Florida |
| 33134 | ||
(Address of Principal Executive Offices) |
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Registrant’s Telephone Number, Including Area Code: (305) 614-2222 |
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(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:
Securities registered pursuant to Section 12(b) of the Act:
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| Trading |
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Class A common stock, par value $0.0001 per share |
| LIFW |
| The Nasdaq Global Market |
Redeemable warrants, each lot of 25 warrants is exercisable for one share of Class A common stock at an exercise price of $287.50 per share |
| LIFWW |
| The Nasdaq Global Market |
Redeemable warrants, each lot of 25 warrants is exercisable for one share of Class A common stock at an exercise price of $0.0025 per share |
| LIFWZ |
| The Nasdaq Global 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 1.01 Entry into a Material Definitive Agreement.
On April 8, 2024, the Company and YA II PN, Ltd. (“Yorkville”) reached an agreement to: (i) reduce the Floor Price under the Yorkville Standby Equity Purchase Agreement by and among the Company and Yorkville, dated November 14, 2023 (the “Yorkville SEPA”), from $1.28 to $1.00; (ii) waive the first monthly payment due to the Floor Price Trigger, thereby curing the Floor Price Trigger; and (iii) extend the maturity date of the Convertible Notes to September 30, 2025. In addition, the parties agreed that the third Convertible Note for $5.0 million would be issued on April 8, 2024, with terms substantially the same as the previous Convertible Notes. Capitalized but undefined terms have the same meaning as set forth in the Yorkville SEPA.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
10.1 Yorkville Side Letter Agreement to Yorkville SEPA dated April 8, 2024.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant 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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Date: | April 12, 2024 | By: | /s/ Alexandra Plasencia |
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| Alexandra Plasencia |