Attached files
| file | filename |
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| EX-4.1 - MusclePharm Corp | v205224_ex4-1.htm |
| EX-10.1 - MusclePharm Corp | v205224_ex10-1.htm |
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): December 1, 2010
MusclePharm
Corporation
(Exact
Name of Registrant as Specified in its Charter)
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Nevada
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000-53166
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77-0664193
|
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(State or Other Jurisdiction
of incorporation)
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(Commission File No.)
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(I.R.S. Employer
Identification Number)
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4721
Ironton Street
Denver,
Colorado 90839
(Address
of Principal Executive Offices)
Registrant’s
telephone number, including area code: (800) 210-7369
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 (see General Instruction A.2. below):
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01 Entry into a Material Definitive Agreement.
On
December 1, 2010 (the “Closing Date”),
MusclePharm Corporation, a Nevada corporation (the “Company”), entered
into a (i) convertible promissory note of up to $1,650,000 (the “Note”) and (ii)
a registration rights agreement (the “Registration Rights Agreement”), with one
accredited investor (the “Investor”). Pursuant
to the terms of the Note, it is anticipated that the Company will receive (i)
$200,000 within five (5) business days of the Closing Date; (ii) $200,000 within
ten (10) business days of the Effective Date; (iii) $250,000 within (45)
business days of the Effective Date; (iv) $250,000 within ninety (90) business
days of the Effective Date; (v) $250,000 within one hundred thirty
five (135) business days of the Effective Date; and (vi) $250,000 within one
hundred eighty days (180) business days of the Effective Date.
Pursuant
to the terms of the Registration Rights Agreement, the Investor is entitled to
have such shares underlying the Note registered in a registration statement, to
be filed with the U.S. Securities & Exchange Commission (the “SEC”) within thirty
(30) days of the Closing Date (the “Registration
Statement”). The Company has agreed to use its commercially
reasonably efforts to have the Registration Statement declared effective by the
SEC within 120 days of the Closing Date (the “Effective
Date”).
The Note
bears a one-time interest rate of eight percent (8%) and has a maturity date of
December 1, 2013. The Note was issued with an original issue discount of
approximately fifteen percent (15%). Prepayment under the Note is not
permitted, unless approved by the Investor. Under the terms of the
Note, the Investor is entitled, at its option, to convert all or part of the
principal amount and accrued interest into shares of the Company’s common stock,
par value $0.001 per share (“Common Stock”), at a
conversion price equal to seventy percent (70%) of the lowest closing price of
the Common Stock in the thirty (30) trading days immediately prior to the
conversion, subject to adjustment in certain circumstances.
The Note
is subject to various default provisions (an “Event of Default”),
and the occurrence of such an Event of Default will cause the outstanding
principal amount under the Note, together with accrued and unpaid interest and
all other amounts payable under the Note, to become immediately due and payable
to the Investor.
The Note
contains a standard “blocker” provision so that the Investor shall not have the
right to convert any portion of the Note to the extent that, after giving effect
to such conversion, the Investor and its affiliates would beneficially own in
excess of 4.99% of the number of shares of Common Stock outstanding immediately
after giving effect to such conversion.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
As more
fully described in Item 1.01, on the Effective Date, the Company entered into
the Note with the Investor. The Note is a debt obligation arising
other than in the ordinary course of business which constitutes a direct
financial obligation on the Company.
Item
3.02 Unregistered Sales of Equity Securities.
Reference
is made to the description set forth under Item 1.01 above with respect to the
Note, which is incorporated into this Item 3.02 by reference.
The Note
was offered and sold to the Investor in a private placement transaction made in
reliance upon exemptions from registration pursuant to Section 4(2) under the
Securities Act of 1933, as amended (the “Securities Act”), and Rule 506
promulgated thereunder. The Investor is an accredited investor as
defined in Rule 501 of Regulation D promulgated under the Securities
Act.
The above
description of the Note and the Registration Rights Agreement do not purport to
be complete and are qualified in their entirety by reference to the exhibits
filed with this Current Report on Form 8-K.
Item 9.01 Financial Statements and
Exhibits.
(d)
Exhibits
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Exhibit
No.
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4.1
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$1,650,000
Convertible Promissory Note, dated December 1, 2010
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10.1
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Registration
Rights Agreement, dated December 1, 2010, by and between the Company and
the Investor.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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MUSCLEPHARM
CORPORATION
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Date:
December 10, 2010
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By:
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/s/ Brad
Pyatt
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Brad
Pyatt
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Chief
Executive Officer
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