UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Securities registered pursuant to Section 12(b) of the Act:
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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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April 12, 2024 |
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/s/ Alexandra Plasencia |
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Alexandra Plasencia |
Exhibit 10.1
April 8, 2024
VIA EMAIL
Yorkville Advisors
1012 Springfield Avenue
Mountainside, New Jersey 07092
Attention: David Fine, Esq.
Re: MSP Recovery, Inc. Pre-Paid Advance Monthly Payments; Maturity Date Extension; and Third Pre-Paid Advance Closing
Dear Mr. Fine:
At the close of Primary Market trading on February 5, 2024, the daily VWAP for MSP Recovery, Inc. (“MSP”) was below the Floor Price as defined in the Exchangeable Promissory Notes (“Notes”) issued pursuant to the Standby Equity Purchase Agreement dated November 14, 2023 (the “SEPA”) by and between YA II PN, Ltd. (“Yorkville”) and MSP, for ten consecutive Trading Days, resulting in a Floor Price Trigger pursuant to the Notes.
This letter serves as written notice by MSP that effective as of the date hereof the Floor Price shall be reduced to $1.00 per share. MSP represents and warrants to Yorkville that Yorkville is free to deliver Investor Notices to MSP and that the Registration Statement (File No. 333-269346) has been declared effective, remains in full force and effect, and that Yorkville is permitted to utilize the Registration Statement to resell shares of Common Stock issuable to Yorkville pursuant to any Investor Notices.
This letter also serves to memorialize Yorkville’s agreement that: (i) as a result of such reduction to the Floor Price, and in reliance on the representations and warranties set forth herein, the Floor Price Trigger described above shall be considered cured and the first Monthly Payment, as set forth in Section (1)(c) of the Notes, that would have been due from MSP shall be waived; and (ii) that the Maturity Date, as defined in the Promissory Notes, be extended six months to September 30, 2025.
The parties further agree that the Third Pre-Advance Closing shall take place on April 8, 2024, provided that all conditions precedent set forth in Annex II remain satisfied as of the time of such Pre-Advance Closing.
Thank you for your flexibility. Please feel free to contact me if you have any questions.
Sincerely,
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________________ ______
Name: Ricardo Rivera
Title: Chief Operating Officer
Acknowledged and agreed:
YA II PN, Ltd.
By: Yorkville Advisors Global, LP
Its: Investment Manager
By: Yorkville Advisors Global II, LLC
Its: General Partner
By:
________________ ______
Name: Matthew Beckman
Title: Member
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