Financial Position - As of September 30, 2025, the company has an accumulated deficit of $878.6 million and used approximately $19.1 million of cash in operations for the nine months ended September 30, 2025[244]. - The company has unrestricted cash totaling $1.8 million as of September 30, 2025, with $1.1 million due to assignors and $0.8 million owed to a law firm for legal fees[239]. - The present value of amounts owed under claims financing obligations and notes payable agreements was $764.6 million as of September 30, 2025, with a weighted average interest rate of 15.6%[392]. - The minimum required payments on these agreements totaled $897.1 million as of September 30, 2025, with maturities ranging until 2031[393]. - Cash at the end of the period was $1.8 million, down from $4.7 million at the end of the same period in 2024[388]. - The Company has $9.5 million of advances from Yorkville as of September 30, 2025[392]. - The Company experienced a net loss of $723.3 million during the nine months ended September 30, 2025, which significantly impacted cash flows[389]. Revenue and Income - The Company has not yet generated substantial revenue from the recovery model, with no Claims recovery service income recognized during the nine months ended September 30, 2025 or 2024[258]. - Total revenue for the three months ended September 30, 2025, was $198 thousand, a 95% decrease compared to $3.7 million in the same period of 2024[328]. - Claims recovery income decreased by $8.3 million to $1.6 million for the nine months ended September 30, 2025, representing an 84% decline compared to the prior year[339]. - Total revenue fell by $8.4 million to $1.6 million, also an 84% decrease year-over-year[339]. - Claims recovery income decreased by $3.4 million to $0.2 million for the three months ended September 30, 2025, driven by decreased settlements during the period[328]. Operational Challenges - The company has incurred substantial net losses since inception and has limited liquidity, raising concerns about its ability to continue as a going concern without additional funding[239]. - The Company has assessed its ability to continue as a going concern, indicating potential liquidity challenges[270]. - The Yorkville SEPA is the Company's sole source of liquidity for short-term obligations, and failure to secure funding may lead to insolvency proceedings[371]. - The Company is expected to repay obligations from cash flows generated from claim recovery income[392]. Funding and Financing - The company has entered into agreements with Yorkville for funding, including a supplemental agreement for up to $3.0 million in convertible promissory notes, with a total working capital funding of $2.1 million received by August 2025[241]. - A term sheet was entered into for a potential first lien secured delayed draw term loan facility of up to $55.0 million, maturing 36 months after closing[272]. - The Company entered into a standby equity purchase agreement with Yorkville to purchase up to $250 million in shares of Class A Common Stock[353]. - The Company sold 2,353,238 shares of Class A Common Stock to Yorkville at prices between $1.60 and $17.55 per share, using proceeds to reduce amounts owed by $6.2 million and fund operations by $0.7 million[367]. - Yorkville has agreed to increase pre-paid advances by up to $3.0 million, with multiple tranches funded in 2025, indicating ongoing financial support[281]. Market and Claims Recovery - The total potentially serviceable market for the company is estimated to be over $161.5 billion annually, with Medicare expenditures in 2023 at approximately $1,029.8 billion and Medicaid at approximately $871.7 billion[252]. - Approximately 95.9% of expected recoveries arise from claims under the Medicare Secondary Payer Act, indicating a significant dependency on this legislation for future revenue[254]. - The Recovery Multiple is a key metric, with the potential for future recoveries to exceed the Paid Amount, which is expected to become more meaningful in the next 12 months[304][305]. - Approximately 86.5% of identified potentially recoverable claims are already in the recovery process as of September 30, 2025[297]. - The Paid Value of Potentially Recoverable Claims is a measure of the Paid Amount paid to providers, which is essential for future claims recovery income[300]. Expenses and Losses - Operating loss for the three months ended September 30, 2025, was $123.8 million, a slight improvement of $6.1 million compared to a loss of $129.9 million in the prior year[328]. - Interest expense increased by $23.8 million to $130.5 million in the three months ended September 30, 2025, primarily due to increased obligations related to financing[334]. - General and administrative expenses decreased by $1.4 million to $4.0 million for the three months ended September 30, 2025, primarily driven by payroll and marketing expense reductions[331]. - Professional fees decreased by $2.3 million to $1.0 million for the three months ended September 30, 2025, mainly due to lower corporate legal and consulting fees[332]. - Claims amortization expense decreased by $2.4 million to $118.6 million for the three months ended September 30, 2025, due to a lower amortizable asset base[330]. Strategic Developments - The company utilizes proprietary data analytics platforms to identify recoverable healthcare claims, differentiating itself from competitors by receiving irrevocable assignments of claims[250]. - The clearinghouse platform, developed in collaboration with Palantir, integrates AI, NLP, and ML to improve healthcare reimbursement processes and address systemic issues with primary payer reporting[264][266]. - The Chase to Pay platform aims to improve payment accuracy and is expected to enhance the net recovery margin as recovery multiples grow and legal costs decline[261][262]. - The Company has grown its Assignor base from 32 in 2015 to over 160 to date, indicating a strategy to expand its claims portfolio[294]. - The EHR Platform went live in Q2 2024, but revenue generated from it has not been significant, indicating challenges in monetization[269].

Financial Position - As of June 30, 2025, the company has an accumulated deficit of $710.8 million and used approximately $15.7 million of cash in operations for the six months ended June 30, 2025[203]. - The company has unrestricted cash totaling $4.0 million as of June 30, 2025, with $1.1 million due to assignors and $1.1 million due to a law firm for collected legal fees and litigation costs[200]. - The company has no remaining funding capacity under the Working Capital Credit Facility or Operational Collection Floor as of the date of the filing[202]. - The company has incurred substantial net losses since inception and is seeking to address liquidity concerns to continue operations[200]. - The company has $1,234.5 million of guaranty obligations as of June 30, 2025, with a maturity date of November 30, 2026[340]. - The present value of amounts owed under claims financing obligations was $736.3 million, with a weighted average interest rate of 15.4%[338]. Revenue and Income - The company has not recognized any Claims recovery service income during the six months ended June 30, 2025 or 2024[216]. - The company has not yet generated substantial revenue from its Claims portfolio, which is critical for future profitability[241]. - Total revenue for the three months ended June 30, 2025, was $536 thousand, up 59% from $337 thousand in the same period in 2024[277]. - Total revenue for the six months ended June 30, 2025, was $1.373 million, down 78% from $6.338 million in the same period in 2024[287]. - Claims recovery income increased by $0.2 million to $0.5 million for the three months ended June 30, 2025, representing a 78% increase compared to the same period in the prior year[277]. - For the six months ended June 30, 2025, claims recovery income decreased by $4.9 million to $1.4 million, a 78% decline compared to the same period in the prior year[287]. Claims and Recoveries - The company is entitled to a portion of recovery rights associated with approximately $1,592 billion in billed amounts and approximately $381 billion in paid amounts, including approximately $87.8 billion in paid value of potentially recoverable claims as of June 30, 2025[209]. - Approximately 95.9% of expected recoveries arise from claims under the Medicare Secondary Payer Act, indicating significant dependence on this legislation for future revenue[212]. - The Paid Value of Potentially Recoverable Claims (PVPRC) was $87.8 billion for the six months ended June 30, 2025, compared to $87.7 billion in 2024 and $88.9 billion in 2023[257]. - The Billed Value of Potentially Recoverable Claims (BVPRC) reached $375.4 billion as of June 30, 2025, slightly up from $375.3 billion in 2024 and $373.5 billion in 2023[257]. - The Recovery Multiple for the six months ended June 30, 2025, was 0.10, an increase from 0.08 in 2024, with recoveries of $1.4 million reported[257]. - The company has received total recoveries of $1.4 million in the first half of 2025, with a Recovery Multiple of 0.80 for MSP Law recoveries and 0.06 for non-MSP Law recoveries[257]. Operational Strategies - The company has developed algorithms to identify waste, fraud, and abuse in the healthcare sector, leveraging large volumes of data and advanced technology for recovery efforts[206]. - The company plans to implement new strategies to secure new Assignors, including educational platforms and strategic business partnerships[242]. - The Chase to Pay platform is expected to improve payment accuracy and decrease legal costs of recovery, enhancing the net recovery margin[220]. - The clearinghouse platform aims to address systemic issues in healthcare reimbursement by integrating AI, NLP, and ML for better data management and claims processing[224]. - The EHR platform went live in Q2 2024, although revenue generated from it has not been significant[227]. Financing and Capital Structure - The Company has entered into a standby equity purchase agreement (Yorkville SEPA) allowing for the purchase of up to $250 million in Class A Common Stock, which is crucial for liquidity[301]. - During the first half of 2025, the Company sold 700,000 shares of Class A Common Stock to Yorkville at prices ranging from $1.33 to $2.51 per share, generating proceeds for operational funding[315]. - The Company has issued Convertible Notes to Yorkville totaling $15 million, with terms allowing for conversion into shares at a price not lower than $0.50 per share[305]. - The Working Capital Credit Facility provides funding of up to $80 million, with a 40% original issue discount, including a Term Loan A commitment of up to $30 million and a Term Loan B commitment of up to $18 million[318]. - The Company entered into a letter agreement to amend the Working Capital Credit Facility, allowing for an additional $23.3 million draw under Term Loan B until September 2025[320]. Losses and Expenses - Operating loss decreased by $10.2 million to $124.8 million for the three months ended June 30, 2025, an 8% improvement compared to the prior year[277]. - Operating loss for the six months ended June 30, 2025, improved by $13.4 million to $251.8 million, a 5% improvement year-over-year[287]. - Interest expense increased by $22.8 million to $124.7 million for the three months ended June 30, 2025, a 22% increase year-over-year[283]. - Interest expense for the six months ended June 30, 2025, increased by $43.6 million to $243.5 million, a 22% increase compared to the prior year[293]. - Claims amortization expense decreased by $2.4 million to $118.6 million for the three months ended June 30, 2025, a 2% decrease compared to the same period in 2024[279]. Regulatory and Compliance - Federal law allows the company to pursue double damages and statutory interest from primary payers on amounts owed, enhancing potential recovery income[243]. - The company is classified as a smaller reporting company under Rule 12b-2 of the Exchange Act and is not obligated to provide the detailed disclosures typically required for market risk[343]. - A reverse stock split proposal is under consideration to comply with Nasdaq's minimum bid price requirement of $1.00 per share[298]. - The Special Meeting to vote on the reverse stock split proposal is scheduled for August 18, 2025[299].

Financial Performance - The Company assessed its ability to continue as a going concern, indicating potential financial challenges [245]. - The net loss attributable to MSP Recovery, Inc. for the three months ended March 31, 2025, was $121.6 million, a 544% increase compared to the net loss of $18.9 million in the same period in 2024 [300]. - Total revenue for the same period was $837,000, down from $6.0 million, reflecting an 86% decrease [300]. - For the three months ended March 31, 2025, claims recovery income decreased by $5.2 million to $0.8 million, an 86% decline compared to the same period in 2024, primarily due to decreased settlements [300]. - The Company has not generated substantial revenue from its Claims portfolio to date, which poses a risk to future profitability [267]. - The Company did not recognize any claims recovery service income during the three months ended March 31, 2025, indicating a focus on core recovery activities [285]. - Other revenue from the new electronic health records platform was not significant for the three months ended March 31, 2025, reflecting early-stage development [286]. - Adjusted net loss for the three months ended March 31, 2025, was $8.1 million, compared to an adjusted net loss of $8.9 million in the same period in 2024 [311]. Claims and Recovery - The company is entitled to a portion of recovery rights associated with approximately $1,592 billion in Billed Amount and approximately $380 billion in Paid Amount, which includes approximately $87.8 billion in Paid Value of Potentially Recoverable Claims as of March 31, 2025 [226]. - Approximately 90.2% of expected recoveries arise from Claims under the Medicare Secondary Payer Act, indicating significant dependence on external legislative factors [229]. - The Recovery Multiple is currently at 0.08, indicating that the Company is recovering amounts significantly below the Paid Amount [280]. - The Claims recovery income is recognized upon reaching a binding settlement or resolution of legal proceedings, emphasizing the contingent nature of revenue [282]. - The Company’s ability to collect on identified claims is critical for future profitability, with ongoing efforts to pursue double damages and statutory interest under the MSP Laws [269]. - Approximately 86.8% of identified claims are currently in the recovery process, suggesting effective management of the claims portfolio [271]. - The Billed Value of Potentially Recoverable Claims stands at $375.4 billion, indicating a strong potential for future recoveries [280]. - The company’s proprietary data analytics platforms are designed to identify waste, fraud, and abuse in healthcare claims, providing a competitive edge in recovery efforts [222]. Market and Growth Potential - The total potentially serviceable market for the company is estimated to exceed $161.5 billion annually, with Medicare expenditures in 2023 at approximately $1,029.8 billion for about 68.0 million enrollees and Medicaid expenditures at approximately $871.7 billion for about 88.5 million enrollees [227]. - The Centers for Medicare & Medicaid Services projects health spending to grow at an average rate of 5.6% per year from 2023 to 2032, which may increase the complexity and number of Claims available [228]. - The company has expanded its Assignor base from 32 in 2015 to over 160, which is crucial for increasing future claims [268]. Technology and Innovation - The company has developed the Chase to Pay platform, which aims to improve payment accuracy by identifying the proper primary insurer at or near the point of care, potentially reducing wrongful payments [237]. - The clearinghouse platform, created in collaboration with Palantir, aims to resolve outstanding liens and improve compliance with federal laws regarding primary payer obligations [240]. - The clearinghouse platform utilizes advanced AI, NLP, and ML technologies to enhance data connectivity and operational efficiency in healthcare reimbursement processes [242]. Financial Management and Restructuring - The Company entered into a restructuring plan to reduce costs and convert approximately $144.9 million of debt into equity [249][261]. - A new subsidiary, New Servicer, will be established to control recovery efforts, funded by up to $25 million from an affiliate of Hazel [252][253]. - The Company expects annual cost reductions due to New Servicer operations, funded by the Funder [256]. - The maturity date for existing loans has been extended to November 30, 2026, with a principal amount of up to $235 million secured by equity interests in New Servicer [262]. - The Company anticipates additional bridge financing of up to $9.85 million, conditional on increased collateral pledges [255]. - The Company has substantial doubt about its ability to continue as a going concern unless additional funds are raised through debt or equity offerings [316]. - The Company has taken several actions to address liquidity concerns but concluded that management's plans were insufficient to alleviate substantial doubt about its ability to continue operations [316]. Cash Flow and Financing Activities - The Company reported a net cash decrease of $3.25 million for the three months ended March 31, 2025, with cash at the end of the period totaling $9.07 million [349]. - During the three months ended March 31, 2025, net cash used in operating activities increased by $5.0 million to $7.2 million compared to $2.1 million for the same period in 2024 [350]. - Net cash provided by financing activities increased to $4.1 million for the three months ended March 31, 2025, compared to $2.6 million for the same period in 2024, primarily due to $3.5 million from debt financing and $0.7 million from common stock issuance [352]. - The Company incurred $118.6 million in claims amortization expense during the three months ended March 31, 2025 [350]. - The Company expects proceeds from sales to Yorkville to be used for working capital and general corporate purposes [342]. Debt and Obligations - The present value of amounts owed under claims financing obligations and notes payable agreements was $704.2 million, with a weighted average interest rate of 15.3% [353]. - The minimum required payments on these agreements as of March 31, 2025, totaled $845.7 million, with maturity ranging from the date sufficient claims recoveries are received to cover the required return or by 2031 [356]. - The company has $1,179.7 million of guaranty obligations as of March 31, 2025, with various amendments extending payment dates and adjusting operating reserves [357]. - The operating reserve was adjusted from $70 million to $47.5 million, and subsequently changed to the company's budget plus 10% [357].

Financial Restructuring - The Company anticipates up to $9.75 million in bridge loan funding, with $6.5 million remaining available through July 2025[19] - The Company is undergoing a debt restructuring, converting approximately $144 million of debt into equity, resulting in a 43% equity interest for Virage[23] - The MSP Principals have committed to pledge $25 million of collateral to support additional working capital requirements beyond July 2025[20] - Hazel's existing loans remain unchanged, with a maturity extension to November 30, 2026, and a principal amount of up to $235 million secured against New Servicer proceeds[24] - The Company has received waivers from creditors regarding debt agreements, despite substantial doubt about its ability to continue as a going concern[19] Operational Changes - The Company plans to establish a New Servicer to manage recovery efforts, funded by up to $25 million from an affiliate of Hazel, with a minimum license fee of $1.55 million[16] - The Company has identified annual cost reductions of $5.6 million due to New Servicer operations, funded by the Funder[20] - The 2024 Reverse Split was executed at a ratio of 1-for-25, effective November 15, 2024, adjusting all outstanding shares and derivative securities accordingly[27] - Effective December 9, 2024, the Company will rebrand under the MSP Recovery brand, with Class A Common Stock trading on Nasdaq under the ticker symbol "MSPR"[29] Stock and Securities - The Company executed a 1-for-25 reverse stock split effective October 13, 2023, impacting all share and per share numbers retroactively[28] - The Initial Virage Warrant allows the purchase of 1,131,934 shares of Class A Common Stock at an exercise price of $0.0025 per share, expiring on January 1, 2026[43] - The Monthly Virage Warrants may be issued each month starting January 31, 2024, based on 1.0% of the month-end balance owed to Virage, which can increase daily up to 20% per annum[44] - The company has the option to pay Virage in cash or through the issuance of Monthly Virage Warrants until obligations are fully paid[44] - The Company’s Class A Common Stock has a par value of $0.0001 per share, as detailed in the consolidated financial statements[35] Data and Recovery Operations - The Company utilizes proprietary algorithms to identify recovery opportunities within billions of lines of data from Assignors' Claims[34] - The Company’s algorithms incorporate various data points, including medical coding and non-medical data, to filter through Claims data for recovery opportunities[34] - The Paid Amount, which varies based on the payer, is derived from Claims data and is adjusted to account for customary Medicare adjustments, reflecting an approximate 6.85% increase in the total Paid Amount[39] - The cumulative Paid Amount value of potentially recoverable Claims (PVPRC) is increased by approximately 6.32% when data lacks a paid value[40] Risks and Compliance - The company is subject to substantial indebtedness, including obligations related to the VRM Full Return and the Working Capital Credit Facility[48] - The company faces risks related to insufficient liquidity to meet obligations and the ability to capitalize on assignment agreements[48] - There is inherent uncertainty surrounding settlement negotiations and litigation, affecting the timing and amount of results[48] - The company must comply with Nasdaq listing standards, which is a factor in its operational risks[48] - The company is classified as a smaller reporting company and is not required to provide extensive market risk disclosures[601] Governance and Advisory - The Independent Committee has determined that the Term Sheet is advisable and in the best interests of the Company and its stockholders[25] - The Company has established a trust account for the benefit of its stockholders with Continental Stock Transfer & Trust Company[40] - The Company’s business combination was consummated on May 23, 2022, as per the Membership Interest Purchase Agreement (MIPA)[36]

Financial Performance - Claims recovery income increased by $3.1 million to $3.6 million for the three months ended September 30, 2024, driven by increased settlements during the period[267]. - Total revenue for the three months ended September 30, 2024, was $3.7 million, a $3.2 million increase compared to the same period in the prior year[267]. - Cost of revenue increased by $1.1 million to $1.7 million for the three months ended September 30, 2024, correlated with the increase in claims recovery income[268]. - General and administrative expenses decreased by $0.8 million to $5.3 million for the three months ended September 30, 2024, primarily due to reductions in marketing and promotions[270]. - Interest expense increased by $18.4 million to $106.7 million for the three months ended September 30, 2024, primarily due to new financing obligations[273]. - The net loss attributable to MSP Recovery, Inc. was $29.8 million for the three months ended September 30, 2024, compared to a net loss of $19.8 million in the prior year, reflecting a 51% increase in losses[267]. - Claims recovery income increased by $3.4 million to $9.9 million for the nine months ended September 30, 2024, representing a 52% increase compared to the prior year[277]. - Total revenue rose by $3.0 million to $10.0 million for the nine months ended September 30, 2024, reflecting a 43% increase year-over-year[277]. - Cost of revenue increased by $1.5 million to $3.5 million, a 75% increase, driven by assignor and law firm costs[279]. - General and administrative expenses decreased by $3.5 million to $17.1 million, a 17% decrease, mainly due to reduced marketing and promotions[281]. - The net loss attributable to MSP Recovery, Inc. was $73.9 million for the nine months ended September 30, 2024, compared to a loss of $32.9 million in the prior year, representing a 125% increase in losses[277]. Market and Recovery Potential - The total potentially serviceable market for the company is estimated to exceed $150 billion annually, with Medicare expenditures in 2022 at approximately $944 billion and Medicaid expenditures at approximately $805 billion[212]. - Approximately 95.8% of expected recoveries arise from Claims under the Medicare Secondary Payer Act, indicating a significant reliance on this legislation for future revenue[214]. - The healthcare recovery model is expected to grow as healthcare spending increases at an average rate of 5.4% annually between 2022 and 2031, impacting the number of Claims available[213]. - The Recovery Multiple is a key metric, indicating the amount of generated Claims recovery income compared to the Paid Amount, with expectations for improvement in the next 12 months[244]. - The Penetration Status of Portfolio measures recovery efforts and estimated market share, with ongoing recovery processes expected to increase this percentage[245]. Compliance and Regulatory Matters - The Company is provided with a compliance cure period until December 4, 2024, to regain compliance with Nasdaq's Bid Price Requirement[231]. - A Reverse Stock Split at a ratio of 1:25 is expected to be effectuated by November 18, 2024, impacting the number of Class A and Class V Common Stock[231]. - The Company may pursue double damages and statutory interest under the MSP Act, which could enhance future recovery income[238]. Operational Strategies and Developments - The company has developed the MSP Recovery Clearinghouse to identify and resolve outstanding liens, addressing the issue of primary payers failing to report obligations, with some reporting rates as low as 2%[219]. - The "Chase to Pay" model aims to prevent wrongful payments by identifying the correct primary insurer at the point of care, potentially improving recovery margins and reducing legal costs[222]. - The company has not yet generated revenue from the "Chase to Pay" model but is working to increase the number of customers providing daily data outputs[224]. - The company provides Claims recovery services to assist other entities in identifying recoverable Claims, charging fees based on budgeted expenses rather than ownership of Claims[225]. - The company utilizes proprietary algorithms and data analytics to identify waste, fraud, and abuse in the healthcare reimbursement system, enhancing recovery opportunities[208]. - The company has established a unique position in the market by receiving irrevocable assignments of Claims, allowing for greater control over litigation and recovery processes compared to competitors[209]. - Approximately 86.8% of claims identified as potentially recoverable are already in the recovery process as of September 30, 2024[239]. - The Company plans to implement new strategies to secure new Assignors, aiming to expand from over 160 Assignors currently[236]. Financial Obligations and Liquidity - As of September 30, 2024, the company had unrestricted cash totaling $4.7 million and an accumulated deficit of $159.4 million[290]. - The company anticipates liquidity sources to include the Working Capital Credit Facility and Yorkville SEPA, with $8.75 million available under the Working Capital Credit Facility as of September 30, 2024[294]. - The change in fair value of warrant and derivative liabilities increased by $117.4 million to $121.6 million for the nine months ended September 30, 2024, compared to a gain of $4.4 million in the prior year[288]. - The Company extended the VRM Full Return payment due date to December 31, 2024, and does not currently have available liquidity to satisfy this obligation[298]. - The Company received $3.5 million of working capital for July and August 2024, and has a remaining capacity of $5.25 million under the Operational Collection Floor as of the filing date[300]. - The Company issued Convertible Notes to Yorkville with aggregate principal amounts of up to $15.0 million, with a maturity date extended to September 30, 2025[298]. - The Company amended the Nomura Note to increase the principal amount to approximately $30.0 million and extended the maturity date to September 30, 2025[311]. - The Company issued VRM Warrants, settling $31.4 million and $145.9 million of interest for the three and nine months ending September 30, 2024, respectively[307]. - The Company entered into a purchase agreement with Yorkville to sell up to $250.0 million of its Class A Common Stock, subject to certain conditions[313]. - The Operating Reserve was reduced from $70 million to $47.5 million on July 24, 2023, and further adjusted in the Second Virage MTA Amendment[305]. - The Company acquired recovery rights associated with New Claims for $2.0 million on August 30, 2024[299]. - The Company received a $4.95 million loan from the Law Firm for general operational funding, which is due 24 months from the last advance[303]. - The Company has the option to pay Virage in cash or through the issuance of Monthly Virage Warrants until obligations are fully paid[308]. - The Company issued a total of $15.0 million in Convertible Notes to Yorkville, with net proceeds of $4.73 million, $4.75 million, and $4.75 million from three separate issuances[317]. - The proceeds from the Yorkville SEPA will be allocated 50% to repay the Amended and Restated Nomura Promissory Note and 50% to repay amounts due under the Convertible Notes[318]. - The Fixed Conversion Prices for the Convertible Notes are set at $8.0225, $3.7136, and $1.5050 per share for the respective issuances[319]. - The Company sold 10,049,967 shares to Yorkville at prices between $0.15 and $0.84 per share during the three months ended September 30, 2024, generating proceeds used to reduce debt[328]. - The Company has a maximum value of $3.0 billion for potential future transactions under the Investment Capacity Agreement with Virage[334]. - The Company acquired a controlling interest in nine legal entities for $250.0 million, funded by a purchase money loan and proceeds from the sale of CCRAs[337]. - The Company has not exercised its rights under the Services Agreement with Prudent and does not anticipate doing so in the foreseeable future[330]. - The Yorkville SEPA will terminate upon the earlier of 36 months from the agreement date or when Yorkville has made payments equal to $250.0 million[323]. - The Company plans to use proceeds from sales to Yorkville for working capital and general corporate purposes[326]. Cash Flow and Working Capital - Net cash used in operating activities decreased by $13.7 million to $17.9 million for the nine months ended September 30, 2024, compared to $31.5 million for the same period in 2023[342]. - Net cash used in investing activities changed by $10.1 million to $2.4 million for the nine months ended September 30, 2024, compared to net cash provided of $7.8 million for the same period in 2023[343]. - Net cash provided by financing activities decreased to $13.3 million for the nine months ended September 30, 2024, compared to $15.4 million for the same period in 2023[344]. - As of September 30, 2024, the present value of amounts owed under claims financing obligations and notes payable was $638.3 million, including capitalized interest[345]. - The minimum required payments on agreements as of September 30, 2024, are $787.8 million, with maturities ranging from the date sufficient claims recoveries are received to 2031[346]. - As of September 30, 2024, the company has $1,077.1 million of guaranty obligations, with payment dates extended to December 31, 2024[347]. - The weighted average interest rate on obligations is 14.9%, with rates ranging from 0.0% to 20.0%[345]. - Cash at the end of the period was $4.746 million as of September 30, 2024, down from $6.659 million at the end of the same period in 2023[341]. - The company incurred $363.0 million of claims amortization expense and $203.4 million of paid-in-kind interest during the nine months ended September 30, 2024[342]. - Changes in working capital increased by $115.3 million during the nine months ended September 30, 2024[342].

As filed with the Securities and Exchange Commission on September 17, 2024 Registration No. 333-279958 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 Delaware 7374 84-4117825 (State or Other Jurisdiction of Incorporation or Organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) 3150 SW 38th Street, Suite 1100 Miami, Florida 33146 Telephone: (305) 614-2222 (Address, Including Zip Code, and Telephone N ...

As filed with the Securities and Exchange Commission on September 10, 2024 Registration No. 333-279958 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 Incorporation or Organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Nu ...

Claims Recovery and Market Potential - The current claims portfolio includes approximately $1,546 billion in billed amounts and $368 billion in paid amounts, with $86 billion in paid value of potentially recoverable claims as of June 30, 2024[220]. - The total potentially serviceable market is estimated to exceed $150 billion annually, with Medicare expenditures around $944 billion and Medicaid expenditures approximately $805 billion in 2022[221]. - Approximately 95.6% of expected recoveries arise from claims under the Medicare Secondary Payer Act, indicating a significant dependency on this legislation for future revenue[223]. - The healthcare system incurs tens of billions of dollars annually in improper billing and lost recoveries due to the misidentification of responsible payers[215]. - The Centers for Medicare & Medicaid Services projects health spending to grow at an average rate of 5.4% annually from 2022 to 2031, impacting the number of claims available for recovery[222]. - The Company reached comprehensive settlements with 28 affiliated property and casualty insurers on March 1, 2024, and additional settlements on April 18, 2024, and July 16, 2024[238][239]. - As of June 30, 2024, the Company is entitled to pursue recovery rights associated with approximately $1,546 billion in Billed Amount and approximately $368 billion in Paid Amount, with $86.0 billion in Paid Value of Potentially Recoverable Claims[240]. - Approximately 86.8% of claims identified as potentially recoverable are already in the recovery process as of June 30, 2024[248]. Financial Performance - Claims recovery income decreased by $2.2 million to $0.3 million for the three months ended June 30, 2024, an 88% decline compared to the same period in the prior year[276]. - Total revenue for the three months ended June 30, 2024 was $337 thousand, down 87% from $2.54 million in the same period in 2023[276]. - Claims recovery income for the six months ended June 30, 2024 increased by $0.3 million to $6.3 million, a 4% increase compared to the same period in the prior year[287]. - Total revenue for the six months ended June 30, 2024 was $6.34 million, down 3% from $6.54 million in the same period in 2023[287]. - General and administrative expenses decreased by $1.5 million to $6.3 million for the three months ended June 30, 2024, a 19% reduction compared to the prior year[280]. - Professional fees decreased by $4.4 million to $8.8 million for the six months ended June 30, 2024, a 33% decline compared to the prior year[287]. - Net loss attributable to MSP Recovery, Inc. for the six months ended June 30, 2024 was $44.0 million, a 235% increase compared to the net loss of $13.1 million in the same period in 2023[287]. Expenses and Liabilities - Interest expense increased by $28.4 million to $102.0 million for the three months ended June 30, 2024, a 39% increase compared to the same period in 2023[283]. - Change in fair value of warrant and derivative liabilities increased by $72.4 million to $76.3 million for the six months ended June 30, 2024, a 1,857% increase compared to the same period in 2023[287]. - Claims amortization expense increased by $7.5 million to $242.0 million for the six months ended June 30, 2024, a 3% increase compared to the prior year[287]. - The present value of amounts owed under claims financing obligations and notes payable agreements was $605.3 million as of June 30, 2024, with a weighted average interest rate of 14.8%[352]. - The Company has $1.0 billion of guaranty obligations as of June 30, 2024, with maturity dates ranging from the date sufficient claims recoveries are received to cover required returns or by 2031[354]. Cash Flow and Liquidity - The Company had unrestricted cash totaling $7.1 million as of June 30, 2024, with an accumulated deficit of $129.6 million[300]. - The Company anticipates sources of liquidity to include the Working Capital Credit Facility and the Yorkville SEPA, with $10.5 million of available capacity under the Working Capital Credit Facility as of June 30, 2024[303]. - Net cash used in operating activities decreased by $13.4 million to $11.2 million for the six months ended June 30, 2024, compared to $24.6 million for the same period in 2023[349]. - Net cash provided by financing activities decreased to $7.0 million for the six months ended June 30, 2024, compared to $7.8 million for the same period in 2023[351]. Strategic Initiatives - The company utilizes proprietary algorithms and data analytics to identify waste, fraud, and abuse, enhancing recovery opportunities in the healthcare reimbursement system[216]. - The "Chase to Pay" model aims to prevent wrongful payments by identifying the correct primary insurer at the point of care, potentially improving recovery margins and reducing legal costs[231][232]. - The MSP Recovery Clearinghouse aggregates claims data to identify and resolve outstanding liens, addressing the issue of primary payers failing to report obligations[229]. - The Company has grown its Assignor base from 32 in 2015 to over 160 to date, indicating a strategy to expand its recovery efforts[242]. - The Company plans to implement new strategies to secure new Assignors, including educational platforms and strategic partnerships[242]. Accounting and Reporting - The company prepares its condensed consolidated financial statements in accordance with GAAP, requiring estimates and assumptions that may materially differ from actual results due to inherent uncertainties[355]. - There have been no material changes to the company's critical accounting policies and estimates during the three and six months ended June 30, 2024[356]. - The company qualifies as a smaller reporting company and is not required to provide additional market risk disclosures[357].

As filed with the Securities and Exchange Commission on June 5, 2024 Registration No. 333-______ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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) (Primary Standard Industrial Classification Code Number) Delaware 7374 84-4117825 (I.R.S. Employer Identification Number) 2701 Le Jeune Road, ...

Recovery Rights and Claims - The company is entitled to a portion of recovery rights associated with approximately $1,545 billion in billed amounts and approximately $370 billion in paid amounts, with about $86.6 billion in paid value of potentially recoverable claims as of March 31, 2024[194]. - Approximately 95.6% of expected recoveries arise from claims under the Medicare Secondary Payer Act, indicating a significant dependency on this legislation for future revenue generation[197]. - The company reached a comprehensive settlement with 28 affiliated property and casualty insurers on March 1, 2024, which is included in claims recovery income for the three months ended March 31, 2024[209]. - A separate settlement with additional affiliated property and casualty insurers on April 18, 2024, includes a 10-year agreement to resolve relevant Medicare claims and a cash payment for settling existing historical claims[210]. - The company has developed a "Chase to Pay" model aimed at improving recovery processes by identifying the proper primary insurer at the point of care, which is expected to reduce legal costs and improve net recovery margins[201]. - The company has not yet generated substantial revenue from its recovery model but is working to increase the number of customers providing daily data outputs for its "Chase to Pay" model[205]. - The company utilizes proprietary algorithms and data analytics to identify waste, fraud, and abuse in the healthcare reimbursement system, enhancing its recovery capabilities[190]. - The company engages with assignors independently and is typically entitled to 100% of recoveries, with contractual obligations to pay 50% of net proceeds to the assignor[200]. - The company’s ability to pursue recoveries depends on ongoing access to data through data access rights granted by assignors, which is critical for generating recoveries[193]. - As of March 31, 2024, the company has a total Paid Amount of $370 billion, with a Paid Value of Potentially Recoverable Claims of $86.6 billion and a Billed Value of Potentially Recoverable Claims of $363.8 billion[225]. - Approximately 86.8% of claims identified as potentially recoverable are already in the recovery process, indicating strong progress in claims management[218]. - The potential Claims recovery income is heavily influenced by the number of Claims reviewed and pursued, which is driven by the volume of Claims received through assignment[214]. - The company recognizes Claims recovery income upon reaching a binding settlement or resolution of legal proceedings, emphasizing the importance of legal outcomes for revenue generation[227]. - The Recovery Multiple is a key performance indicator, with a value above 1x indicating the company's ability to recover amounts exceeding the Paid Amount[223]. - The company estimates that the application of a recent court ruling could reduce the Paid Value of Potentially Recoverable Claims by approximately $8.3 billion if applied universally[230]. - The Penetration Status of Portfolio, which measures recovery efforts against market share, is currently at 86.8%, reflecting the company's engagement in recovery processes[224]. - Claims recovery income increased by $2.5 million to $6.0 million for the three months ended March 31, 2024, representing a 72% increase compared to the same period in the prior year[245]. - Total claims recovery increased by $2.0 million to $6.0 million, a 50% increase year-over-year[245]. Financial Performance - Operating loss improved by $10.4 million to $(130.2) million, a 7% decrease compared to the same period in the prior year[245]. - Interest expense rose by $55.6 million to $98.0 million, a 131% increase year-over-year, primarily due to new financing obligations[252]. - General and administrative expenses decreased by $1.3 million to $5.6 million, a 19% decrease year-over-year, driven by reduced marketing and payroll expenses[249]. - Professional fees decreased by $5.3 million to $4.4 million, a 55% decrease year-over-year, primarily due to reduced consulting and management fees[250]. - Claims amortization expense increased by $7.5 million to $121.0 million, a 7% increase year-over-year, driven by increased amortization from acquired CCRAs[248]. - The company had unrestricted cash of $12.0 million as of March 31, 2024, with an accumulated deficit of $104.4 million[256]. - The company used approximately $2.1 million of cash in operations for the three months ended March 31, 2024[256]. - The change in fair value of warrant and derivative liabilities increased by $49.2 million to $51.5 million for the three months ended March 31, 2024[254]. - The Company reported a decrease in net cash used in operating activities by $7.8 million, totaling $2.1 million for the three months ended March 31, 2024, compared to $10.0 million for the same period in 2023[304]. - The Company has a cash balance of $11.973 million at the end of the period, down from $21.583 million at the end of the same period in 2023[303]. Financing Activities - As of March 31, 2024, the Company had received a total of $20.5 million under Term Loan A, which was terminated in 2023, and increased the Term Loan B commitment from $18 million to $27.5 million[260]. - During the three months ended March 31, 2024, the Company received $4.5 million under Term Loan B, with an additional availability of $14.0 million under the same loan[261]. - The Company entered into a Purchase Money Loan with Hazel for $250.0 million on March 29, 2023, to secure additional funding[262]. - The Company issued an unsecured promissory note to Nomura for approximately $30.0 million, with an interest rate of 16% per annum, and a maturity date extended to September 30, 2025[273][274]. - Under the Yorkville SEPA, the Company has the right to sell up to $250.0 million of its Class A Common Stock, with sales at the Company's discretion[276][277]. - The shares purchased under the Yorkville SEPA will be at a price equal to 98% of the VWAP on the date of delivery of the Advance Notice[278]. - The Company has issued VRM Warrants allowing Virage to purchase a total of 28,298,329 shares of Class A Common Stock, with an expiration date of January 1, 2026[269]. - The VRM Full Return payment due date has been extended to September 30, 2025, with 25% of net proceeds from the Yorkville SEPA allocated to pay down the VRM Full Return[270]. - The Operating Reserve was reduced from $70 million to $47.5 million as of July 24, 2023, and further adjusted in subsequent amendments[267][268]. - The Company received a $4.95 million loan from the Law Firm for operational funding, with a repayment period of 24 months from the last advance[265]. - The Company issued a total of $15.0 million in Convertible Notes to Yorkville, with net proceeds of $4.73 million, $4.75 million, and $4.75 million from three separate issuances[279][280][290]. - The Fixed Conversion Prices for the Convertible Notes are set at $8.0225, $3.7136, and $1.5050 per share for the notes issued on November 14, 2023, December 11, 2023, and April 8, 2024, respectively[281]. - The Company plans to use 50% of the proceeds from the Yorkville SEPA to repay amounts under the Nomura Promissory Note and the remaining 50% for Convertible Notes repayment[280]. Obligations and Liabilities - As of March 31, 2024, the present value of amounts owed under claims financing obligations and notes payable agreements was $584.3 million, with a weighted average interest rate of 14.8%[307]. - The minimum required payments on these agreements as of March 31, 2024, are $727.5 million, with maturities ranging from the date sufficient claims recoveries are received to 2031[308]. - The company has $984.4 million of guaranty obligations as of March 31, 2024, with various amendments affecting payment dates and operating reserves[309]. - The operating reserve was adjusted to $47.5 million, and subsequent amendments changed it to the company's budget plus 10%[309]. - The company is expected to repay obligations from cash flows generated by claim recovery income[307]. Accounting and Reporting - There have been no material changes to critical accounting policies and estimates during the three months ended March 31, 2024[311]. - The company is classified as a smaller reporting company and is not required to provide additional market risk disclosures[312].