MSP Recovery, Inc.: Amendment to Second Amended and Restated Certificate of Incorporation to effect a 1-for-25 reverse stock split of Class A Common Stock and Class V Common Stock effective November 15, 2024 (effective 2024-11-15).
“Effective November 15 , 2024 , MSP Recovery, Inc. (the "Company," "we," "us," or "our") amended our Second Amended and Restated Certificate of Incorporation in the State of Delaware (the "Amendment"), which provides that, at 11:59 P.M. on November 15, 2024 (the "Reverse Split Effective Time"), every 25 shares of our issued and outstanding Class A Common Stock and Class V Common Stock (together with the Class-B Units) were automatically combined into one issued and outstanding share of Class A Common Stock and Class V Common Stock (together with the Class-B Units ), respectively, without any change in the par value per share (the "Reverse Stock Split").”
Debt Financings
MSP Recovery, Inc. incurred loan of approximately $30.0 million with Nomura Securities International, Inc. maturing September 30, 2025.
“On March 26, 2024, the Company further amended and restated the Nomura Note (the ”A&R Note“) to: (i) increase the principal amount to approximately $30.0 million, and (ii) extend the maturity date to September 30, 2025.”
Debt Financings
MSP Recovery, Inc. amended debt with MSP Recovery, Inc. and Virage Capital Management, LP and Virage Recovery Master, LP maturing September 30, 2025.
“On April 1, 2024, the Company entered into the MTA Amendment No. 3 and Amendment No. 2 to the Amended and Restated Security Agreement (”Third Virage MTA Amendment“), which: (i) extended the VRM Full Return (as defined in the MTA) maturity date to September 30, 2025”
Material Agreements
MSP Recovery, Inc. amended A&R Note with Nomura Securities International, Inc. valued at approximately $30.0 million (effective 2024-03-26).
“On March 26, 2024, the Company further amended and restated the Nomura Note (the "A&R Note") to: (i) increase the principal amount to approximately $30.0 million”
Material Agreements
MSP Recovery, Inc. amended MTA Amendment No. 3 and Amendment No. 2 to the Amended and Restated Security Agreement with Virage Capital Management, LP and Virage Recovery Master, LP (effective 2024-04-01).
“On April 1, 2024, the Company entered into the MTA Amendment No. 3 and Amendment No. 2 to the Amended and Restated Security Agreement ("Third Virage MTA Amendment")”
Shareholder Votes
MSP Recovery, Inc. shareholders approved To ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for the 2023 fiscal year at the 2023-11-01 meeting.
“(ii) To ratify the appointment of Deloitte as the independent registered public accounting firm of the Company for the 2023 fiscal year: For Against Abstain 3,039,212,393 801,430 280,165”
Shareholder Votes
MSP Recovery, Inc. shareholders approved Re-elect the two Class I directors of the Company as Class I directors, each for a term of three years or until their successors are duly elected and qualified or until their earlier resignation or removal at the 2023-11-01 meeting.
“(i) To re-elect the two Class I directors of the Company as Class I directors, each for a term of three years or until their successors are duly elected and qualified or until their earlier resignation or removal: For Against Abstain Roger Meltzer 3,027,747,480 0 298,330 Beatriz Assapimonwait 3,027,862,909 0 182,901”
Ricardo Rivera changed role as Interim Chief Financial Officer at MSP Recovery, Inc..
“Mr. Ricardo Rivera will no longer serve as the Company’s interim CFO, although Mr. Rivera will continue to serve as the Company’s Chief Operating Officer.”
Francisco Rivas-Vásquez was appointed as Chief Financial Officer at MSP Recovery, Inc..
“On November 1, 2023, MSP Recovery, Inc. d/b/a LifeWallet’s (the “Company” or “LifeWallet”) Board of Directors (the “Board”) appointed Francisco Rivas-Vásquez, C.P.A., as the Company’s Chief Financial Officer (“CFO”) and principal financial officer.”
Governance Changes
MSP Recovery, Inc.: Effected a 1-for-25 reverse stock split of Class A Common Stock and Class V Common Stock (effective 2023-10-12).
“Further, the Amendment provides that every 25 shares of our issued and outstanding Class A Common Stock and Class V Common Stock (together with the Class-B Units) were automatically combined into one issued and outstanding share of Class A Common Stock and Class V Common Stock (together with the Class-B Units ), respectively, without any change in the par value per share (the “Reverse Stock Split”).”
Governance Changes
MSP Recovery, Inc.: Amended certificate of incorporation to provide for exculpation of certain officers from liability (effective 2023-10-12).
“Effective October 12, 2023 , MSP Recovery, Inc. (the “Company,” “we,” “us,” or “our”) amended our Second Amended and Restated Certificate of Incorporation in the State of Delaware (the “Amendment”), which provides for the exculpation from liability for certain officers, to the extent permitted by the General Corporation Law of the State of Delaware.”
Listing & Compliance Notices
MSP Recovery, Inc. received a nasdaq delisting notice notice regarding minimum bid price (rules 5810(3)(A)(iii), 5450(a)(1)).
“September 5, 2023, the Company received a determination from the Staff that the Company’s Class A common stock, par value $0.0001 (“ Class A Common Stock ”), had a closing bid price of $0.10 for 10 consecutive trading days during a compliance period and so, pursuant to Listing Rule 5810(3)(A)(iii), the staff determined to delist the Company’s securities from The Nasdaq Capital Market (the “ Delisting Determination ”). Pursuant to the procedures set out in the Nasdaq Listing Rules, the Company will appeal the Delisting Determination to a hearing panel (the “ Hearing ”), which will suspend the D”
Ricardo Rivera was appointed as interim Chief Financial Officer at MSP Recovery, Inc..
“On June 29, 2023, the board of directors appointed Ricardo Rivera, age 51, as interim Chief Financial Officer of the MSP Recovery, Inc. (the “Company”), effective immediately.”
Calvin Hamstra resigned as Chief Financial Officer at MSP Recovery, Inc..
“On June 28, 2023, Calvin Hamstra tendered his resignation as Chief Financial Officer of the Company to the board of directors of the Company.”
Listing & Compliance Notices
MSP Recovery, Inc. received a nasdaq deficiency notice notice regarding late filing (rules 5250(c)(1)).
“May 18, 2023, MSP Recovery, Inc. (the “Company”) received a notification letter from the Listing Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq”) stating the Company was not in compliance with the requirements of Nasdaq Listing Rule 5250(c)(1) as a result of not having timely filed its Form 10-Q for the period ended March 31, 2023 (the “ Form 10-Q”) with the Securities and Exchange Commission (“SEC”). As described in the Form 8-K filed by the Company on April 18, 2023, the Company is also delinquent in filing its Form 10-K for the year ended December 31, 2022 (the “ Form 10-”
Listing & Compliance Notices
MSP Recovery, Inc. received a nasdaq deficiency notice notice regarding minimum bid price (rules 5450(a)(1)).
“April 24, 2023, MSP Recovery, Inc. (“the Company”, “we”, “us” or “our”) received notice from the Listing Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq”) that the closing bid price for our common stock had been below $1.00 per share for the previous 30 consecutive business days, and that we are therefore not in compliance with the minimum bid price requirement for continued inclusion on Nasdaq under Nasdaq Listing Rule 5450(a)(1). The notice indicates that we will have 180 calendar days, or until October 23, 2023, to regain compliance with this requirement. We can regain com”
Listing & Compliance Notices
MSP Recovery, Inc. received a nasdaq deficiency notice notice regarding late filing (rules 5250(c)(1)).
“April 18, 2023, MSP Recovery, Inc. (the “Company”) received a notification letter from the Listing Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq”) stating the Company was not in compliance with the requirements of Nasdaq Listing Rule 5250(c)(1) as a result of not having timely filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “2022 Form 10-K”) with the Securities and Exchange Commission (“SEC”). Under the Nasdaq rules, the Company has 60 calendar days, or until June 20, 2023, to file the 2022 Form 10-K or to submit to Nasdaq a plan to reg”
Material Agreements
MSP Recovery, Inc. amended a credit facility with Nomura valued at approximately $26.2 million (effective 2023-04-12).
“On April 12, 2023, the Company amended the promissory note to Nomura originally issued on May 27, 2022, which amendment increased the principal amount to approximately $26.2 million and extended the maturity date of the promissory note to September 30, 2024.”
Material Agreements
MSP Recovery, Inc. amended Virage MTA Amendment with Virage Capital Management LP (effective 2023-04-12).
“On April 12, 2023, MSP Recovery, Inc. and/or its subsidiaries (the “Company”, “we” or “us”) entered into an amendment (the “Virage MTA Amendment”) to the Master Transaction Agreement, dated March 9, 2022, and that certain Guaranty Agreement made as of March 9, 2022, in each case with Virage Capital Management LP (“Virage”), pursuant to which the Company had outstanding payment obligations to Virage in the amount of $787.9 million as of December 31, 2022.”
Auditor Changes
MSP Recovery, Inc. reported that prior financial statements should not be relied upon.
“concluded that the Company’s quarterly financial statements for the periods ended June 30, 2022 and September 30, 2022 require restatements and should no longer be relied upon”
Debt Financings
MSP Recovery, Inc. incurred credit facility of aggregate $80 million term loan credit facility, consisting of a Term Loan A commitment to fund up to $30 million (in mu with affiliates of Hazel, as the lender and administrative agent at Term Secured Overnight Financing Rate for 12-month interest period, plus an appl maturing March 31, 2026.
“the Company entered into an Amended and Restated Credit Agreement (the “ Working Capital Credit Agreement ”) with affiliates of Hazel, as the lender and administrative agent with respect to an aggregate $80 million term loan credit facility, consisting of a Term Loan A commitment to fund up to $30 million (in multiple installments) in proceeds and a Term Loan B Commitment to fund up to $18 million (in multiple installments)”
Debt Financings
MSP Recovery, Inc. incurred term loan of $250 million with Hazel Holdings I LLC (together with its affiliates, Hazel) at 20% per annum maturing March 31, 2026.
“was funded by (i) the proceeds from the Claims Sale (as defined below), and (ii) a purchase money loan between Hazel, as lender, and the Company, as borrower, in the amount of $250 million (the " Purchase Money Loan "). In a separate transaction on March 29, 2023, the Company entered into an investment agreement and a membership interest purchase agreement (the "”
Material Agreements
MSP Recovery, Inc. entered into Purchase Money Loan Agreement with Hazel (as lender) valued at $250 million purchase money loan (effective 2023-03-29).
“the purchase price for the Claims Purchase was funded by (i) the proceeds from the Claims Sale (as defined below), and (ii) a purchase money loan between Hazel, as lender, and the Company, as borrower, in the amount of $250 million (the " Purchase Money Loan ").”
Material Agreements
MSP Recovery, Inc. entered into Amended and Restated Credit Agreement (Working Capital Credit Agreement) with Affiliates of Hazel (lender and administrative agent) valued at $80 million term loan credit facility (effective 2023-03-29).
“In addition, on March 29, 2023, the Company entered into an Amended and Restated Credit Agreement (the “ Working Capital Credit Agreement ”) with affiliates of Hazel, as the lender and administrative agent with respect to an aggregate $80 million term loan credit facility, consisting of a Term Loan A commitment to fund up to $30 million (in multiple installments) in proceeds and a Term Loan B Commitment to fund up to $18 million (in multiple installments) in proceeds, in each case, after taking into account an original issue discount (collectively, the “ Working Capital Credit Facility ”).”
Material Agreements
MSP Recovery, Inc. entered into Investment Agreement and Membership Interest Purchase Agreement (Sale MIPA) with Hazel Holdings I LLC and affiliates valued at $150 million purchase price (effective 2023-03-29).
“In a separate transaction on March 29, 2023, the Company entered into an investment agreement and a membership interest purchase agreement (the " Sale MIPA ") with Hazel, whereby in exchange for a purchase price of $150 million, Hazel acquired from the Company the membership interests in entities that own certain other claims recovery and reimbursement rights, provided that the Company and Hazel will share in the recovery proceeds therefrom in accordance with an agreed waterfall (the " Claims Sale ," and together with the Claims Purchase, the " Claims Transactions ").”
Material Agreements
MSP Recovery, Inc. entered into Membership Interest Purchase Agreement (Purchase MIPA) with Hazel Holdings I LLC and affiliates valued at $390 million purchase price (effective 2023-03-29).
“On March 29, 2023, MSP Recovery, Inc. and/or certain of its subsidiaries (the " Company ") entered into a membership interest purchase agreement (the " Purchase MIPA ") with Hazel Holdings I LLC (together with its affiliates, " Hazel "), whereby in exchange for a purchase price of $390 million, the Company acquired from Hazel membership interests in entities that own certain claims recovery and reimbursement rights (the " Claims Purchase ").”
Debt Financings
MSP Recovery, Inc. incurred credit facility of up to $18 million with Hazel Partners Holdings LLC at Term Secured Overnight Financing Rate ("SOFR") on each interest period, plus an maturing March 31, 2026.
“Term Loan B Commitment to fund up to $18 million (in multiple installments) in proceeds, after taking into account an original issue discount (collectively, the "Working Capital Loans")”
Debt Financings
MSP Recovery, Inc. incurred credit facility of up to $30 million with Hazel Partners Holdings LLC at Term Secured Overnight Financing Rate ("SOFR") on each interest period, plus an maturing March 31, 2026.
“Subrogation Holdings, LLC (the "Borrower"), a wholly owned subsidiary of the Company, entered into a Credit Agreement (the "Credit Agreement") with Hazel, as the lender and administrative agent with respect to an aggregate $80 million term loan credit facility (the "Credit Facility"), consisting of a Term Loan A commitment to fund up to $30 million (in multiple installments) in proceeds and a Term Loan B Commitment to fund up to $18 million (in multiple installments) in proceeds”
Material Agreements
MSP Recovery, Inc. entered into Credit Agreement with Hazel Partners Holdings LLC valued at $80 million term loan credit facility (effective 2023-03-06).
“on March 6, 2023, Subrogation Holdings, LLC (the "Borrower"), a wholly owned subsidiary of the Company, entered into a Credit Agreement (the "Credit Agreement") with Hazel, as the lender and administrative agent with respect to an aggregate $80 million term loan credit facility (the "Credit Facility")”
Material Agreements
MSP Recovery, Inc. amended Underwriting Agreement with Cantor Fitzgerald & Co. valued at up to $3,622,500 (effective 2023-01-06).
“amend the Underwriting Agreement, dated as of August 13, 2020, between the Company and Cantor Fitzgerald & Co., an affiliate of CFPI (“CF&CO”), to pay up to $3,622,500 in shares of Common Stock”
Material Agreements
MSP Recovery, Inc. terminated Confirmation with CF Principal Investments LLC (effective 2023-01-06).
“(y) confirmation (the "Confirmation"), dated May 17, 2022 for an OTC Equity Prepaid Forward Transaction by and between CFPI and the Company”
Material Agreements
MSP Recovery, Inc. terminated Purchase Agreement with CF Principal Investments LLC (effective 2023-01-06).
“on January 6, 2023, the Company agreed to (i) terminate that certain (x) Purchase Agreement, dated May 17, 2022, with CF Principal Investments LLC ("CFPI")”
Material Agreements
MSP Recovery, Inc. entered into Company Common Stock Purchase Agreement with YA II PN, Ltd. valued at $1 billion (effective 2023-01-06).
“On January 6, 2023, MSP Recovery, Inc., a Delaware corporation d/b/a LifeWallet (Nasdaq: LIFW) (the “Company”) entered into a Company Common Stock Purchase Agreement (the “Purchase Agreement”) with YA II PN, Ltd. (“YAII”).”
Earnings Releases
MSP Recovery, Inc. reported the third quarter ended September 30, 2022 results: revenue $8.3 million, net income Net loss of $26.1 million, EPS net loss per share of $0.01 per share.
“to data ingestion as well as patient efficiencies and proper payments.” Third Quarter 2022 Financial Highlights • Revenue : Total revenue for the third quarter of 2022 was $8.3 million, up 234% from the third quarter of 2021. • Operating loss: Operating loss for the third quarter of 2022 was $78.9 million, compared with $3.1 million for the third quarter of”
Ricardo Rivera departed as principal financial officer at MSP Recovery, Inc..
“Mr. Ricardo Rivera will no longer serve as the Company’s principal financial officer.”
Calvin Hamstra was appointed as Chief Financial Officer at MSP Recovery, Inc..
“On June 24, 2022, the Company’s Board of Directors (the “Board”) appointed Calvin Hamstra, 36, as the Company’s Chief Financial Officer and principal financial officer.”
Thomas Hawkins was appointed as Director at MSP Recovery, Inc..
“On July 5, 2021, the Board appointed Thomas Hawkins to fill the Board vacancy created by Mr. Barran’s resignation.”
Faquiry Diaz Cala was appointed as Chief Operating Officer at MSP Recovery, Inc..
“On July 5, 2021, the Board appointed Faquiry Diaz Cala to the position of Chief Operating Officer.”
Trevor Barran resigned as Chief Operating Officer at MSP Recovery, Inc..
“On July 4, 2021, Trevor Barran, the Chief Operating Officer of Lionheart Acquisition Corporation II (the “ Company ”) and a member of the Company’s board of directors (the “ Board ”) , notified the Chairman of the Board of his resignation from the Board and all other positions with the Company, effective immediately.”
Thomas Byrne was appointed as Director at MSP Recovery, Inc..
“On June 25, 2021 and June 29, 2021, respectively, the Board appointed James Anderson and Thomas Byrne (together, the “ New Directors ”) to fill the Board vacancies noted above.”
James Anderson was appointed as Director at MSP Recovery, Inc..
“On June 25, 2021 and June 29, 2021, respectively, the Board appointed James Anderson and Thomas Byrne (together, the “ New Directors ”) to fill the Board vacancies noted above.”
Aman Kapadia resigned as Director at MSP Recovery, Inc..
“On June 25, 2021, Aman Kapadia, a member of the Board and a member of the Audit Committee and Compensation Committee, notified the Chairman of the Board of his resignation from the Board, effective immediately.”
Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.