MSP Recovery Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

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): August 18, 2025

MSP Recovery, Inc.

(Exact name of registrant as specified in its charter)

(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:

Securities registered pursuant to Section 12(b) of the Act:

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 5.07 Submission of Matters to a Vote of Security Holders.

On August 18, 2025, MSP Recovery, Inc. (the “Company”) held a Special Meeting of its Stockholders (the “Special Meeting”) pursuant to the Proxy Statement filed with the Securities and Exchange Commission on July 24, 2025 (“Proxy Statement”) and mailed on or about July 24, 2025 to the Company’s stockholders of record at the close of business on July 11, 2025 (the “Record Date”).

Stockholders holding 6,875,550 shares of the Company’s Common Stock (approximately 74.74%) were present at the Special Meeting virtually or by proxy. Each such stockholder was entitled to one vote for each share of common stock held by such stockholder on the Record Date, and the holders of the Company’s common stock voted together for the election of directors and the other proposals presented to them at the Special Meeting.

As more fully described in the Proxy Statement, the following matters were submitted to the Company’s stockholders at the Special Meeting: (i) to approve an amendment to our Second Amended and Restated Certificate of Incorporation (the “Charter”) effecting a reverse stock split of our common stock at a ratio between 1-for-2 and 1-for-7, which reverse stock split ratios will be chosen at the discretion of our Board of Directors, and the remainder of which reverse stock split ratios will be abandoned; and (ii) to approve, for the purpose of compliance with Nasdaq Listing Rule 5635(d), the issuance of shares of the Company’s Class A Common Stock, par value $0.0001 per share, to Virage Recovery Master LP upon exercise of the VRM Warrants (as defined in the Proxy Statement).

See “GENERAL INFORMATION” in the Proxy Statement for the standards applicable in the Special Meeting.

Results of the two proposals:

Proposal No. 1: Stockholders approved an amendment to our Charter effecting a reverse stock split of our common stock at a ratio between 1-for-2 and 1-for-7, which reverse stock split ratios will be chosen at the discretion of our Board of Directors, and the remainder of which reverse stock split ratios will be abandoned:

Proposal No. 2: Stockholders approved, for the purpose of compliance with Nasdaq Listing Rule 5635(d), the issuance of shares of the Company’s Class A Common Stock, par value $0.0001 per share, to Virage Recovery Master LP upon exercise of the VRM Warrants (as defined in the Proxy Statement):

Item 9.01. Financial Statements and Exhibits.

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.