CORAL GABLES, Fla., April 18, 2024 (GLOBE NEWSWIRE) -- MSP Recovery, Inc. d/b/a LifeWallet (NASDAQ:LIFW) ("LifeWallet" or "the Company") announces another comprehensive settlement with 10 affiliated property and casualty insurers ("P&C Insurers") that write personal lines of P&C insurance in 15 states. In addition to settling existing claims, the settlement establishes a going-forward process to collaboratively and timely resolve future claims, as well as share important historical data that is expected to ...

PART I [Business](index=13&type=section&id=Item%201.%20Business) MSP Recovery, Inc. is a healthcare data analytics and recovery company specializing in identifying and recovering improper payments made by Medicare, Medicaid, and commercial insurers - The company's primary focus is on the Medicare and Medicaid markets, with an estimated total potentially serviceable market of over **$150 billion annually**[29](index=29&type=chunk) - MSP Recovery differentiates itself by receiving **irrevocable assignments of claims**, allowing it to control litigation and pursue recoveries as the plaintiff, unlike competitors who typically act as third-party vendors[35](index=35&type=chunk) - The company is developing a 'Chase to Pay' model, a near real-time analytics platform intended to identify the correct primary insurer at the point of care, aiming to prevent wrongful payments and reduce legal recovery costs[46](index=46&type=chunk)[48](index=48&type=chunk) - Approximately **93.1%** of the company's expected recoveries are based on claims brought under the Medicare Secondary Payer (MSP) Act, which provides a private cause of action and the potential for **double damages**[32](index=32&type=chunk)[55](index=55&type=chunk) Claims Portfolio Overview (as of Dec 31, 2023) | Metric | Value (Approximate) | | :--- | :--- | | Total Billed Amount | $1,544 billion | | Total Paid Amount | $370 billion | | Paid Value of Potentially Recoverable Claims (PVPRC) | $88.9 billion | [Risk Factors](index=33&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks, including a history of net losses, uncertain future revenue, litigation outcomes, potential legislative changes, cybersecurity threats, substantial indebtedness, and dependence on assigned claims - The company has a history of **net losses** and **no substantial revenue**, with a limited track record of generating meaningful recoveries from its assigned claims, making future profitability uncertain[129](index=129&type=chunk)[130](index=130&type=chunk) - Litigation outcomes are inherently risky; an adverse ruling by the Eleventh Circuit on the statute of limitations could reduce PVPRC by an estimated **$7.02 billion** if applied to all claims[135](index=135&type=chunk)[139](index=139&type=chunk) - Potential legislative changes, such as the proposed Repair Abuses of MSP Payments Act (RAMP Act), could limit the application of **double damages** to only group health plans, which would significantly reduce potential future recoveries if enacted[67](index=67&type=chunk)[194](index=194&type=chunk)[195](index=195&type=chunk) - The company has **substantial indebtedness** and payment obligations, and failure to generate significant revenue could impact its ability to service this debt, potentially restricting business operations and growth[225](index=225&type=chunk)[226](index=226&type=chunk) - The company is controlled by its founding members, who hold approximately **89.44%** of the combined voting power, allowing them to determine all corporate actions requiring stockholder approval[273](index=273&type=chunk) - The company is subject to ongoing investigations by the SEC and the U.S. Attorney's Office regarding the business combination, financial projections, and its data analytics platforms[326](index=326&type=chunk)[327](index=327&type=chunk) [Unresolved Staff Comments](index=99&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports that it has no unresolved staff comments from the Securities and Exchange Commission - Not applicable[357](index=357&type=chunk) [Cybersecurity](index=101&type=section&id=Item%201C.%20Cybersecurity) The company maintains a comprehensive cybersecurity program managed by an internal IT Security Team to protect sensitive healthcare data, complying with HIPAA and other regulations - The company has an **IT Security Team** responsible for managing cybersecurity risks and a DevOPS/Security Manager with **27 years of experience** leading the program[360](index=360&type=chunk)[361](index=361&type=chunk) - The company has achieved key industry certifications, including a **SOC 2 Type II report** and **HITRUST CSF® v11.1.0 certification**, demonstrating compliance with high standards for protecting healthcare information[371](index=371&type=chunk) - A **Cybersecurity Subcommittee** of the Audit Committee was established on **February 7, 2024**, to provide board-level oversight of cybersecurity risks[374](index=374&type=chunk) - In 2023, the company did not identify any cybersecurity threats that **materially affected** or are reasonably likely to materially affect its business strategy, results of operations, or financial condition[359](index=359&type=chunk) [Properties](index=104&type=section&id=Item%202.%20Properties) The company leases its corporate headquarters in Coral Gables, Florida, and also leases office space in Puerto Rico, which management believes are adequate for current and planned operations - The company's principal executive offices are located at 2701 S. Le Jeune Road, 10th Floor, Coral Gables, Florida 33134[376](index=376&type=chunk) [Legal Proceedings](index=104&type=section&id=Item%203.%20Legal%20Proceedings) The company is involved in significant legal matters, including ongoing investigations by the SEC and the U.S. Attorney's Office for the Southern District of Florida, and litigation with Cano Health, LLC, which is currently stayed - The **SEC initiated an investigation in August 2022** and has since issued multiple subpoenas concerning the business combination, financial projections, accounting, and data analytics platforms[378](index=378&type=chunk) - The **U.S. Attorney's Office for the Southern District of Florida issued a subpoena in March 2023** in connection with a grand jury investigation into the company's algorithms, stock price drop, and marketing materials[379](index=379&type=chunk) - The company is in a legal dispute with Cano Health, LLC, with both parties suing each other over claims recovery agreements; due to Cano's bankruptcy filing in February 2024, these matters are currently **stayed**[384](index=384&type=chunk)[385](index=385&type=chunk) [Mine Safety Disclosures](index=106&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[386](index=386&type=chunk) PART II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=107&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's Class A Common Stock and two classes of warrants trade on the Nasdaq Stock Market, while Class V Common Stock is not publicly traded, and the company has never paid cash dividends - Class A Common Stock trades under the symbol '**LIFW**', Public Warrants under '**LIFWZ**', and New Warrants under '**LIFWW**' on the Nasdaq Stock Market[389](index=389&type=chunk) - The company has never declared or paid **cash dividends** and does not plan to in the foreseeable future[391](index=391&type=chunk) - During fiscal 2023, the company issued **452,598 unregistered shares** to Palantir Technologies, Inc. in exchange for services[392](index=392&type=chunk) - On July 7, 2023, the company issued **7,960,001 unregistered shares** of Class A Common Stock to Cano Health, LLC[395](index=395&type=chunk) [Reserved](index=108&type=section&id=Item%206.%20%5BReserved%5D) This item is reserved [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=109&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) In fiscal year 2023, the company's total claims recovery revenue decreased, operating loss widened due to increased amortization, and management addressed going concern doubts through new financing and debt extensions Consolidated Results of Operations (in thousands) | Metric | 2023 (in thousands) | 2022 (in thousands) | | :--- | :--- | :--- | | Total Claims Recovery | $7,705 | $23,420 | | Total operating expenses | $567,575 | $354,898 | | Operating Loss | $(559,870) | $(331,478) | | Net loss | $(835,145) | $(401,905) | | Net loss attributable to MSP Recovery, Inc. | $(56,348) | $(7,417) | - Claims amortization expense increased by **$209.6 million** to **$476.5 million** in 2023, primarily due to amortization of newly acquired Claims Cost Recovery Agreements (CCRAs)[483](index=483&type=chunk) - Interest expense increased by **139%** to **$289.2 million** in 2023, driven by new debt facilities (Hazel Working Credit Facility) and increased interest on claims financing obligations[488](index=488&type=chunk) - The company has taken several actions to address liquidity concerns and alleviate going concern doubts, including securing a **Working Capital Credit Facility**, entering into the **Yorkville SEPA for up to $250 million** in equity financing, and **extending maturity dates** on major debt obligations with Virage and Nomura[494](index=494&type=chunk)[613](index=613&type=chunk) Key Performance Indicators ($ in billions) | KPI | 2023 ($ in billions) | 2022 ($ in billions) | | :--- | :--- | :--- | | Paid Amount | $369.8 | $374.8 | | Paid Value of Potentially Recoverable Claims (PVPRC) | $88.9 | $89.6 | | Billed Value of Potentially Recoverable Claims (BVPRC) | $373.5 | $377.8 | | Penetration Status of Portfolio | 86.8% | 85.8% | [Quantitative and Qualitative Disclosures About Market Risk](index=143&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, MSP Recovery, Inc. is not required to provide quantitative and qualitative disclosures about market risk - The company is a smaller reporting company and is not required to provide quantitative and qualitative disclosures about market risk[545](index=545&type=chunk) [Financial Statements and Supplementary Data](index=143&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section contains the company's consolidated financial statements for the years ended December 31, 2023, 2022, and 2021, along with accompanying notes and the independent auditor's report Consolidated Balance Sheet Highlights (in thousands) | Account | Dec 31, 2023 (in thousands) | Dec 31, 2022 (in thousands) | | :--- | :--- | :--- | | **Assets** | | | | Cash | $11,633 | $3,661 | | Intangible assets, net | $3,132,796 | $3,363,156 | | **Total Assets** | **$3,159,995** | **$3,417,945** | | **Liabilities & Equity** | | | | Guaranty obligation | $941,301 | $787,945 | | Claims financing obligation and notes payable | $548,276 | $198,489 | | **Total Liabilities** | **$1,740,866** | **$1,230,673** | | **Total Equity** | **$1,419,129** | **$2,185,465** | Consolidated Statement of Operations Highlights (in thousands) | Account | 2023 (in thousands) | 2022 (in thousands) | 2021 (in thousands) | | :--- | :--- | :--- | | Total Claims Recovery | $7,705 | $23,420 | $14,626 | | Operating Loss | $(559,870) | $(331,478) | $(7,170) | | Net loss | $(835,145) | $(401,905) | $(33,077) | Consolidated Statement of Cash Flows Highlights (in thousands) | Account | 2023 (in thousands) | 2022 (in thousands) | | :--- | :--- | :--- | | Net cash used in operating activities | $(40,023) | $(80,634) | | Net cash provided by (used in) investing activities | $7,558 | $(5,684) | | Net cash provided by financing activities | $29,017 | $99,735 | [Changes in and Disagreements With Accountants on Accounting and Financial Disclosure](index=203&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20With%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) This item is not applicable to the company - Not applicable[788](index=788&type=chunk) [Controls and Procedures](index=203&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were not effective as of December 31, 2023, due to identified material weaknesses in internal control over financial reporting, with a remediation plan initiated - Management concluded that disclosure controls and procedures were **not effective** as of **December 31, 2023**[790](index=790&type=chunk) - **Material weaknesses** were identified in two main areas: **insufficient controls over human resources and payroll processes**, and a **lack of controls for the accounting of contract terminations**[795](index=795&type=chunk) - A remediation plan is underway, which includes designing new controls, enhancing IT change management, providing additional training, and fully transitioning to a **third-party payroll processor with SOC audit processes**[797](index=797&type=chunk)[801](index=801&type=chunk) [Other Information](index=204&type=section&id=Item%209B.%20Other%20Information) On April 12, 2024, the company secured an agreement with Yorkville to fund an additional $13 million advance under the Standby Equity Purchase Agreement if ownership limitations prevent its utilization - Yorkville has committed to fund an additional **$13 million advance** under the SEPA if its share ownership prevents the company from otherwise accessing the facility[799](index=799&type=chunk) [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=204&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections) This item is not applicable to the company - Not applicable[800](index=800&type=chunk) PART III [Directors, Executive Officers and Corporate Governance](index=205&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) The company's Board of Directors, including CEO John H. Ruiz and CLO Frank C. Quesada, comprises seven members with established Audit, Compensation, and Nominating committees, adhering to corporate governance guidelines - The Board of Directors is composed of seven members: John H. Ruiz, Frank C. Quesada, Ophir Sternberg, Beatriz Maria Assapimonwait, Michael Arrigo, Thomas Hawkins, and Roger Meltzer[804](index=804&type=chunk) - Key executive officers include John H. Ruiz (CEO), Frank C. Quesada (CLO), Ricardo Rivera (COO), and Francisco Rivas-Vásquez (CFO)[804](index=804&type=chunk) - The Board has three standing committees: Audit, Compensation, and Nominating and Corporate Governance[832](index=832&type=chunk) [Executive Compensation](index=214&type=section&id=Item%2011.%20Executive%20Compensation) Executive compensation for 2023 consisted primarily of base salaries and benefits, with CEO John H. Ruiz's salary voluntarily reduced, and non-employee directors receiving annual retainers in cash and equity 2023 Named Executive Officer Compensation | Name | Position | Salary ($) | Bonus ($) | Total ($) | | :--- | :--- | :--- | :--- | :--- | | John H. Ruiz | CEO | 917,500 | - | 1,007,332 | | Frank C. Quesada | CLO | 600,000 | - | 605,750 | | Ricardo Rivera | COO | 600,000 | 75,000 | 675,000 | - CEO John H. Ruiz voluntarily reduced his salary to $35,000 effective June 26, 2023; his salary was reinstated retroactively from January 1, 2024 by the Board on April 12, 2024[834](index=834&type=chunk)[851](index=851&type=chunk) - Non-employee directors receive an annual retainer of $237,000, paid 30% in cash and 70% in equity, with additional cash retainers for committee chairs and members; several directors also received additional cash compensation for services on a Special Committee[845](index=845&type=chunk)[843](index=843&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=218&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) As of April 5, 2024, executive officers and directors, particularly CEO John H. Ruiz and CLO Frank C. Quesada, hold highly concentrated ownership and voting control of the company's common stock - CEO John H. Ruiz is the beneficial owner of **86.55% of Class A Common Stock** and **67.19% of Class V Common Stock**[858](index=858&type=chunk) - CLO Frank C. Quesada is the beneficial owner of **70.30% of Class A Common Stock** and **29.06% of Class V Common Stock**[858](index=858&type=chunk) - All directors and executive officers as a group beneficially own **92.05% of Class A Common Stock** and **96.26% of Class V Common Stock**, indicating **significant insider control**[858](index=858&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=221&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) The company engages in significant related-party transactions, including legal services and loans with entities controlled by its founders, while five of its seven directors are deemed independent - The company has a Legal Services Agreement with **MSP Recovery Law Firm**, an affiliate of the founders, to act as exclusive lead counsel for claims recovery, with the company advancing monthly expenses to the Law Firm[865](index=865&type=chunk)[866](index=866&type=chunk) - The company has received significant loans from its principals, John H. Ruiz and Frank C. Quesada, and the Law Firm to fund transaction costs and operating expenses; a **$112.8 million note** from the principals bears **4% interest**[863](index=863&type=chunk) - The company utilizes aviation services from **MSP Recovery Aviation, LLC**, an entity owned by CEO John H. Ruiz[867](index=867&type=chunk) - The Board has determined that **five of its seven directors are independent**: Michael F. Arrigo, Beatriz Assapimonwait, Thomas Hawkins, Ophir Sternberg, and Roger Meltzer[875](index=875&type=chunk) [Principal Accounting Fees and Services](index=225&type=section&id=Item%2014.%20Principal%20Accounting%20Fees%20and%20Services) Deloitte & Touche LLP served as the company's principal accountant, with total fees of approximately $1.7 million in 2023 and $2.3 million in 2022, primarily for audit and audit-related services Fees Billed by Deloitte & Touche LLP | Fee Category | 2023 ($) | 2022 ($) | | :--- | :--- | :--- | | Audit Fees | $1,475,236 | $1,444,002 | | Audit-Related Fees | $226,895 | $895,821 | | Tax Fees | — | — | | All Other Fees | — | — | | **Total Fees** | **$1,702,131** | **$2,339,823** | PART IV [Exhibits, Financial Statement Schedules](index=227&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section lists the consolidated financial statements of MSP Recovery, Inc. filed with the Annual Report, noting that all financial statement schedules are omitted as information is inapplicable or presented in notes - The consolidated financial statements of MSP Recovery, Inc. are included in the report[883](index=883&type=chunk) - All financial statement schedules are omitted as they are inapplicable or the information is included in the notes to the financial statements[884](index=884&type=chunk) [Form 10-K Summary](index=234&type=section&id=Item%2016.%20Form%2010-K%20Summary) This item is not applicable to the company - Not applicable[889](index=889&type=chunk)

Table of Contents As filed with the Securities and Exchange Commission on February 9, 2024 Registration No. 333-268616 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MSP RECOVERY, INC. (Exact Name of Registrant as Specified in Its Charter) | Delaware 7374 84-4117825 | | --- | | (State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer | | Incorporation or Organization) Classificat ...

Table of Contents As filed with the Securities and Exchange Commission on February 1, 2024 Registration No. 333-269346 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MSP RECOVERY, INC. (Exact Name of Registrant as Specified in Its Charter) | Delaware 7374 84-4117825 | | --- | | (State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer | | Incorporation or Organization) Classificat ...

Table of Contents As filed with the Securities and Exchange Commission on December 8, 2023 Registration No. 333-269346 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MSP RECOVERY, INC. (Exact Name of Registrant as Specified in Its Charter) | Delaware | 7374 | 84-4117825 | | --- | --- | --- | | (State or Other Jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer | | Incorporation or Organ ...

PART I [Item 1. Financial Statements (Unaudited)](index=4&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) Unaudited financial statements show a **$609.2 million net loss**, **$1.64 billion in liabilities**, and restated 2022 figures - The company identified **material errors** in its previously issued financial statements for the periods ended June 30, 2022, and September 30, 2022, leading to their **restatement**[5](index=5&type=chunk)[67](index=67&type=chunk)[68](index=68&type=chunk) [Condensed Consolidated Balance Sheets](index=7&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets decreased slightly to **$3.28 billion**, liabilities increased to **$1.64 billion**, decreasing total equity Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | September 30, 2023 | December 31, 2022 | | :--- | :--- | :--- | | **Total Assets** | **$3,282,035** | **$3,417,945** | | Intangible assets, net | $3,253,707 | $3,363,156 | | Cash and cash equivalents | $6,659 | $3,661 | | **Total Liabilities** | **$1,638,373** | **$1,230,673** | | Guaranty obligation | $900,455 | $787,945 | | Claims financing obligation and notes payable | $513,450 | $198,489 | | **Total Equity** | **$1,643,662** | **$2,185,465** | | Accumulated deficit | ($62,094) | ($29,203) | [Condensed Consolidated Statements of Operations](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Q3 2023 net loss **$224.2 million**, nine-month net loss **$609.2 million**, due to revenue drop and higher expenses Condensed Consolidated Statements of Operations (in thousands, except per share amounts) | Metric | Q3 2023 | Q3 2022 (Restated) | 9 Months 2023 | 9 Months 2022 (Restated) | | :--- | :--- | :--- | :--- | :--- | | Total Claims Recovery | $440 | $8,507 | $6,977 | $22,020 | | Claims amortization expense | $121,008 | $111,851 | $355,481 | $153,560 | | Operating Loss | ($136,694) | ($125,184) | ($417,849) | ($195,973) | | Interest expense | ($88,279) | ($46,180) | ($204,287) | ($80,947) | | Net loss | ($224,217) | ($105,556) | ($609,192) | ($225,428) | | Basic and diluted net loss per share | ($1.56) | ($0.75) | ($4.63) | ($1.86) | [Condensed Consolidated Statements of Cash Flows](index=12&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash used in operations improved to **$31.5 million**, financing decreased, resulting in **$8.4 million cash decrease** Condensed Consolidated Statements of Cash Flows (in thousands) | Cash Flow Activity | Nine months ended Sep 30, 2023 | Nine months ended Sep 30, 2022 (Restated) | | :--- | :--- | :--- | | Net cash used in operating activities | ($31,533) | ($70,764) | | Net cash provided by (used in) investing activities | $7,759 | ($4,563) | | Net cash provided by financing activities | $15,352 | $99,351 | | **(Decrease) increase in cash** | **($8,422)** | **$24,024** | | Cash at end of period | $6,659 | $25,688 | [Notes to Unaudited Condensed Consolidated Financial Statements](index=14&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) Notes detail **liquidity challenges**, **key transactions**, **2022 financial restatement**, and **ongoing SEC/U.S. Attorney investigations** - The company faces **significant liquidity challenges**, with an **accumulated deficit of $62.1 million** as of September 30, 2023, though management believes actions taken alleviate going concern doubt[55](index=55&type=chunk)[56](index=56&type=chunk)[57](index=57&type=chunk) - The company is subject to an **ongoing investigation by the SEC** and a **grand jury investigation by the U.S. Attorney's Office**, with the company intending to cooperate fully[154](index=154&type=chunk)[155](index=155&type=chunk)[313](index=313&type=chunk) - On March 29, 2023, the company **acquired CCRAs from Hazel Holdings** funded by a **$250 million Purchase Money Loan**, resulting in a **net gain of $4.6 million**[107](index=107&type=chunk)[108](index=108&type=chunk)[110](index=110&type=chunk) - The company has a **significant guaranty obligation to Virage (VRM)**, amounting to **$900.5 million** as of September 30, 2023, with the payment date extended to December 31, 2024[97](index=97&type=chunk)[99](index=99&type=chunk)[104](index=104&type=chunk) - Subsequent to quarter end, the company replaced its Yorkville Purchase Agreement with a **new Standby Equity Purchase Agreement (SEPA) for up to $250 million**, including a **pre-paid advance of $15.0 million** in convertible promissory notes[44](index=44&type=chunk)[45](index=45&type=chunk)[47](index=47&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=39&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses healthcare payment recovery, noting decreased Q3 2023 revenue, increased net loss, **$91.5 billion PVPRC**, and liquidity challenges Key Performance Indicators (as of period end) | $ in billions | Sep 30, 2023 | Dec 31, 2022 | Dec 31, 2021 | | :--- | :--- | :--- | :--- | | Paid Amount | $381.1 | $374.8 | $364.4 | | Paid Value of Potentially Recoverable Claims (PVPRC) | $91.5 | $89.6 | $86.6 | | Billed Value of Potentially Recoverable Claims (BVPRC) | $387.1 | $377.8 | $363.2 | | Penetration Status of Portfolio | 86.8% | 85.8% | 75.6% | - A U.S. Court of Appeals decision on a four-year statute of limitations could **reduce the Paid Value of Potentially Recoverable Claims (PVPRC) by approximately $8.9 billion** if applied broadly[229](index=229&type=chunk) - The company has **yet to generate substantial revenue from its primary recovery model** and remains **dependent on achieving future revenue from its claims portfolio**[192](index=192&type=chunk)[216](index=216&type=chunk)[238](index=238&type=chunk) Non-GAAP Reconciliation: Adjusted Net Loss (in thousands) | | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | | :--- | :--- | :--- | | **GAAP Net Loss** | **($609,192)** | **($225,428)** | | Share-based compensation | $1,875 | $20,055 | | Gain on debt extinguishment | $0 | ($63,367) | | Claims amortization expense | $355,481 | $153,560 | | Allowance for credit losses | $5,000 | $0 | | Paid-in-kind Interest | $204,287 | $80,947 | | Change in fair value of warrant and derivative liabilities | ($4,247) | $11,683 | | **Adjusted net loss** | **($46,796)** | **($22,550)** | [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=57&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, the company is **not required to provide market risk disclosures** - As a smaller reporting company defined by Rule 12b-2 of the Exchange Act, the company is **not required to provide quantitative and qualitative disclosures about market risk**[304](index=304&type=chunk) [Item 4. Controls and Procedures](index=57&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls were **ineffective** due to **material weaknesses**, with a remediation plan underway - The CEO and CFO concluded that the company's disclosure controls and procedures were **not effective** as of September 30, 2023, due to existing **material weaknesses**[306](index=306&type=chunk) - Identified material weaknesses include **insufficient controls for: accounting for complex transactions, human resources and payroll processes, segregation of duties over cash disbursements, personnel training, and monitoring activities**[307](index=307&type=chunk)[308](index=308&type=chunk) - A **remediation plan is in process**, including **hiring a director of internal audit**, **implementing further controls** over complex financial instruments, **engaging third-party payroll providers**, and **enhancing internal communication and oversight**[308](index=308&type=chunk)[309](index=309&type=chunk) PART II. OTHER INFORMATION [Item 1. Legal Proceedings](index=49&type=section&id=Item%201.%20Legal%20Proceedings) The company faces **significant legal matters**, including **ongoing SEC/U.S. Attorney investigations** and **litigation with Cano Health** - The **SEC initiated an investigation** in August 2022, issuing **multiple subpoenas** related to the business combination, financial restatements, and pre-merger funding[154](index=154&type=chunk)[313](index=313&type=chunk) - On March 10, 2023, the company received a **subpoena from the U.S. Attorney's Office** for the Southern District of Florida in connection with a **grand jury investigation**[155](index=155&type=chunk)[314](index=314&type=chunk) - The **company and Cano Health have filed lawsuits against each other** in August 2023, with the company seeking declaratory relief and Cano alleging fraud and breach of contract[156](index=156&type=chunk)[315](index=315&type=chunk) [Item 1A. Risk Factors](index=49&type=section&id=Item%201A.%20Risk%20Factors) No **material changes** to principal risk factors from prior Annual Report on Form 10-K - There have been **no material changes** to the principal risks from those previously disclosed in the Annual Report on Form 10-K for the year ended December 31, 2022[316](index=316&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=49&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) During Q3 2023, the company issued **unregistered Class A Common Stock** to Palantir, Cano Health, and Virage, some purchased by executives - Issued **274,947 unregistered shares of Class A Common Stock to Palantir Technologies, Inc.** in exchange for services[317](index=317&type=chunk) - Issued **7,960,001 unregistered shares of Class A Common Stock to Cano Health, LLC** as payment for deferred compensation related to claims assignment agreements[54](index=54&type=chunk)[320](index=320&type=chunk) - Issued **742,016 unregistered shares of Class A Common Stock to Virage** in satisfaction of obligations, subsequently **purchased from Virage by CEO John H. Ruiz and CLO Frank C. Quesada**[318](index=318&type=chunk)[319](index=319&type=chunk) [Item 3. Defaults Upon Senior Securities](index=50&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon its senior securities during the period - None[321](index=321&type=chunk) [Item 4. Mine Safety Disclosures](index=50&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company's business - Not applicable[321](index=321&type=chunk) [Item 5. Other Information](index=50&type=section&id=Item%205.%20Other%20Information) The company did not report any other information for this item - None[321](index=321&type=chunk) [Item 6. Exhibits](index=51&type=section&id=Item%206.%20Exhibits) Key exhibits filed include **amendments for the reverse stock split** and **significant financing agreements** with Nomura, Virage, and Yorkville - Key exhibits filed include the **Certificate of Amendment for the reverse stock split, the Amended and Restated Promissory Note with Nomura, MTA Amendment No. 2 with Virage, and the Standby Equity Purchase Agreement with Yorkville**[323](index=323&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Delaware 84-4117825 (I.R.S. Employer Identification No.) Registrant's telephone number, including area code: (305) 614-2222 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39445 ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39445 MSP Recovery, Inc. (Exact Name of Registrant as Specified in its Charter) ( State or other jurisdiction of incorporation or ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 001-39445 MSP Recovery, Inc. (Exact name of Registrant as specified in its Charter) | Delaware | 84-4117825 | | --- | --- | | (State or ...

As filed with the Securities and Exchange Commission on January 24, 2023 Registration No. 333-268616 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MSP RECOVERY, INC. (Exact Name of Registrant as Specified in Its Charter) (State or Other Jurisdiction of Incorporation or Organization) Delaware 7374 84-4117825 (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Numb ...