False00018024500001802450mspr:RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfClassACommonStockAtAnExercisePriceOf28750PerShareMember2026-01-052026-01-050001802450mspr:RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfClassACommonStockAtAnExercisePriceOf00025PerShareMember2026-01-052026-01-050001802450us-gaap:CommonStockMember2026-01-052026-01-0500018024502026-01-052026-01-05

 

 

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): January 5, 2026

 

MSP Recovery, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

 

 

 

 

Delaware

(State or other jurisdiction
of incorporation)

001-39445

(Commission
File Number)

84-4117825

(I.R.S. Employer
Identification No.)

 

 

3150 SW 38th Avenue

Suite 1100

Miami, Florida

33146

(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

MSPR

OTC Market Group, Inc.

 

 

 

 

 

Redeemable warrants, each lot of 4,375 warrants exercisable for one share of Class A common stock at an exercise price of $50,312.50 per share

MSPRW

OTC Market Group, Inc.

 

 

 

 

 

Redeemable warrants, each lot of 4,375 warrants exercisable for one share of Class A common stock at an exercise price of $0.4375 per share

 

MSPRZ

 

OTC Market Group, Inc.

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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

The information in Item 8.01, under the heading Transfer of Publicly Traded Securities to the OTCID Market in this Current Report on Form 8-K is incorporated by reference herein to the extent required to be disclosed under this Item 3.01.

Item 8.01. Other Events.

Transfer of Publicly Traded Securities to the OTCID Basic Market

As previously disclosed in the Company’s Current Report on Form 8-K filed on December 22, 2025, the Company’s Class A common stock (the “Common Stock”) was delisted from the Nasdaq Capital Market effective December 22, 2025. On that date, the Common Stock and the Company’s Public Warrants began trading on the OTCQB Venture Market under the symbols “MSPR” and “MSPRZ,” respectively, and the Company’s New Warrants began trading on the OTCID Basic Market under the symbol “MSPRW.”

On January 5, 2026, the Company was notified by OTC Markets staff that the trading of its Public Warrants will be transferred to the OTCID Basic Market effective January 6, 2026, unless and until the Company satisfies the listing requirements of the OTCQB Venture Market for the Public Warrants. The Company intends to continue pursuing qualification for trading of the Public Warrants on the OTCQB Venture Market; however, there can be no assurance that the Company will satisfy the applicable requirements or that its application will be approved.

Trading on the OTCID may result in limited market quotations, reduced liquidity, and lower trading prices for the Company’s securities, and may adversely affect the Company’s ability to raise additional capital. There can be no assurance that an active trading market for the Company’s securities will develop or be sustained.

Employee Furlough

On December 22, 2025, MSP Recovery, Inc. (the “Company”) furloughed seven employees, representing approximately 33% of its workforce, in connection with its liquidity management and restructuring efforts. During the furlough, affected employees will not perform services for the Company and will not receive salary or wages. The Company cannot predict the duration of the furlough and may recall employees based on operational needs and capital availability. Although the Company’s offices were closed for the holiday period, the furlough is expected to materially impact the Company’s core operations beginning January 5, 2026, and may have a material adverse effect on the Company’s revenues and operating results.

Item 9.01. Financial Statements and Exhibits.

(d)
Exhibits

Exhibit

Number

Description

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: January 5, 2026

 

 

 

 

 

 

 

By:

/s/ John H. Ruiz

 

 

Name:

John H. Ruiz

 

 

Title:

Chief Executive Officer