MSP Recovery, Inc. 8-K

What Happened MSP Recovery, Inc. (MSPR) filed an 8-K reporting that a technical Event of Default occurred under its Yorkville convertible notes after the company’s Class A common stock stopped trading on Nasdaq on December 22, 2025. The SEPA with YA II PN, Ltd. (Yorkville) gives MSPR the right to sell up to $250 million of stock and Yorkville has funded Convertible Notes; about $3.6 million is outstanding as of the filing. The 10-consecutive-trading-day “Primary Market Period” ended January 6, 2026, but on January 8, 2026 Yorkville agreed in writing to extend that period to 90 calendar days (through March 22, 2026) provided MSPR’s shares remain quoted on the OTCQB — effectively deferring enforcement tied solely to the Nasdaq delisting. Yorkville has not accelerated the notes or declared amounts immediately due.

Key Details

• SEPA facility capacity: up to $250 million (Yorkville); Convertible Notes outstanding ≈ $3.6 million.
• Nasdaq delisting date: December 22, 2025; 10-trading-day Primary Market Period ended January 6, 2026.
• Yorkville’s extension: Letter dated January 8, 2026 extends Primary Market Period to 90 calendar days (through March 22, 2026) if shares remain quoted on OTCQB.
• Potential cash impact: If Yorkville enforces an Event of Default, contractual acceleration could require monthly payments of principal and interest currently estimated at ≈ $1.5 million per month until paid.

Why It Matters This filing signals a technical default trigger tied to MSPR’s loss of Nasdaq listing, which could have led to acceleration of the company’s short-term debt. Yorkville’s extension gives MSPR temporary relief through March 22, 2026, but only while MSPR’s shares remain quoted on the OTCQB. Investors should note the outstanding notes are a direct obligation of the company and that acceleration would materially increase near-term cash outflows (about $1.5M/month based on current terms). The situation affects MSPR’s liquidity risk and warrants monitoring for further notices from Yorkville or changes in quotation/listing status.