Filed Pursuant to Rule 424(b)(3)
Registration No. 333-268616
PROSPECTUS SUPPLEMENT NO. 1
(to Prospectus dated May 3, 2024)
MSP Recovery, Inc. d/b/a LifeWallet
5,638,092 Shares of Class A Common Stock
This prospectus supplement no. 1 amends and supplements the prospectus dated May 4 2024 (as supplemented or amended from time to time, the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (No. 333-268616). This prospectus supplement is being filed to update and supplement the information in the Prospectus with the information contained in our Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on May 3, 2024 (the “Current Report”). Accordingly, we have attached the Current Report to this prospectus supplement.
This prospectus relates to the offer and sale from time to time by the selling securityholders named in this prospectus (the “Selling Securityholders”), or their permitted transferees, of up to 5,638,092 shares of our Class A Common Stock, par value $0.0001 per share, held by the Selling Securityholders (the “Total Resale Shares”), including up to 2,666,667 shares of our Class A Common Stock issuable upon exercise of the Class A Common Stock Underlying Warrant (the “CPIA Warrant”) pursuant to an Amendment to the Claim Proceeds Investment Agreement (the “Amendment”) and a Warrant Agreement (the “Warrant Agreement”) with Brickell Key Investments LP (the “CPIA Holder”). As the exercise price of the CPIA Warrant is only $0.0025 per share, should the CPIA Holder exercise the CPIA Warrant, we would only receive nominal proceeds therefrom.
Our Common Stock, Public Warrants and New Warrants are listed on Nasdaq under the symbols “LIFW,” “LIFWZ,” and “LIFWW.” On May 2, 2024, the closing price of Common Stock was $0.92 per share, the closing price of our Public Warrants was $0.06 per warrant and the closing price of our New Warrants was $0.0043 per warrant.
Investing in our securities involves risks. Before you invest in our securities, please carefully read the information provided in the “Risk Factors” section beginning on page 9 of the Prospectus and any in any applicable prospectus supplement, and Item IA of our Annual Report on Form 10-K for the fiscal year ending December 31, 2023, filed with the SEC on April 15, 2024.
Neither the SEC nor any state securities commission has approved or disapproved of the securities to be issued under the Prospectus or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is May 3, 2024.
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): May 2, 2024
MSP Recovery, Inc.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Delaware (State or other jurisdiction |
|
001-39445 (Commission |
|
84-4117825 (I.R.S. Employer |
|
|
|||
2701 Le Jeune Road Floor 10 Coral Gables, Florida |
|
33134 |
||
(Address of principal executive offices) |
|
(Zip Code) |
||
(305) 614-2222
(Registrant’s telephone number, including area code)
N/A
(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:
☐ |
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:
|
|
|
|
|
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Class A Common stock, $0.0001 par value per share |
|
LIFW |
|
The Nasdaq Global Market |
|
|
|
|
|
Redeemable warrants, each whole warrant 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 whole warrant 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.
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.
Exhibit Number |
|
Description |
10.1 |
|
Letter Agreement dated May 2, 2024 |
10.2 |
|
Yorkville SEPA (incorporated by reference to Exhibit 10.10 to the Form 10-Q filed on November 14, 2023) |
104 |
|
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.
|
|
|
|
|
|
|
|
|
|
|
MSP RECOVERY, INC. |
||
Dated: May 3, 2024 |
|
|
||||
|
|
|
|
|||
|
|
|
|
By: |
|
/s/ Alexandra Plasencia |
|
|
|
|
Name: |
|
Alexandra Plasencia |
|
|
|
|
Title: |
|
General Counsel |