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
Date of Report (Date of earliest event reported):
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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:
Written communications pursuant to Rule 425 under the Securities Act |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
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.
As previously disclosed on a Form 8-K filed on April 12, 2024, on April 8, 2024, the Company and YA II PN, Ltd. (“Yorkville”) reached an agreement to, among other things, 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.
On May 2, 2024, the Company and Yorkville reached an agreement to reduce the Floor Price under the Yorkville SEPA, from $1.00 to $0.50.
Capitalized but undefined terms have the same meaning as set forth in the Yorkville SEPA.
Item 9.01. Financial Statements and Exhibits.
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10.1 |
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10.2 |
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104 |
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Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document). |
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.
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MSP RECOVERY, INC. |
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Dated: May 3, 2024 |
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By: |
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/s/ Alexandra Plasencia |
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Alexandra Plasencia |
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General Counsel |
Exhibit 10.1
May 2, 2024
VIA EMAIL
Yorkville Advisors
1012 Springfield Avenue
Mountainside, New Jersey 07092
Attention: David Fine, Esq.
Re: MSP Recovery, Inc. Floor Price Adjustment
Dear Mr. Fine:
Reference is made to the Exchangeable Promissory Notes (“Notes”) issued pursuant to the Standby Equity Purchase Agreement dated November 14, 2023 by and between YA II PN, Ltd. (“Yorkville”) and MSP Recovery, Inc. (“MSP Recovery”).
This letter serves as written notice by MSP Recovery to Yorkville that, effective as of the date hereof, the Floor Price, as defined in paragraph (12)(t) of the Notes, shall be reduced to $0.50 per share.
Sincerely,
______________________
Name: John H. Ruiz
Title: Chief Executive 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