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| EX-99.1 - MUSCLEPHARM CORPORATION PRESS RELEASE ISSUED JULY 12, 2017 - MusclePharm Corp | mslp_ex991.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
July 7, 2017
Date of report (date of earliest event reported)
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 jurisdictions of
incorporation or organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification Nos.)
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4721 Ironton Street, Building A
Denver, Colorado 80239
(Address of principal executive offices) (Zip
Code)
(303) 396-6100
(Registrant’s telephone number, including area
code)
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrants
under any of the following provisions:
☐
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))
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-2of the Securities Exchange
Act of 1934 (§ 240 12b-2 of this chapter).
Emerging
Growth Company ☐
If an
emerging growth company, indicate by a 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. ☐
Item5.02
Departure
of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On July 7, 2017, the board of directors of MusclePharm Corporation
(the “Company”), appointed Mr. John J. Desmond and Mr.
Brian Casutto to the Company’s board of directors. Mr.
Desmond will serve as Chairman of the board’s Audit Committee
and Governance Committee. He will also serve as a member of the
Company’s Compensation Committee and Nominating Committee.
Mr. Desmond satisfies the independence criteria for Audit Committee
members as set forth in Rule 10A-3 under the Securities Exchange
Act. Mr. Casutto currently serves as the Company’s Executive
Vice President of Sales and Operations and accordingly does not
qualify as an “independent director.” Mr.
Casutto’s specific committee appointments will be determined
at a later date.
Mr.
Desmond was Partner-in-Charge of the Long Island office of Grant
Thornton LLP from 1988 through his retirement from the firm in
2015, having served over 40 years in the public accounting
industry. At Grant Thornton LLP, Mr. Desmond's experience included
among other things, serving as lead audit partner for many public
and privately-held companies. Mr. Desmond was elected by the U.S.
Partners of Grant Thornton LLP to be a Partnership Board member
from 2001 through 2013. The Partnership Board was responsible for
oversight of many of the firm's activities including strategic
planning, the performance of the senior leadership team and
financial performance. Mr. Desmond holds a B.S. degree in
Accounting from St. John's University and is a certified public
accountant. Mr. Desmond currently serves on the board of directors
of The First of Long Island (NASDAQ: FLIC) and its wholly owned
bank subsidiary, The First National Bank of Long Island,
and has been a director since October 2016. Because of his
significant experience in corporate governance, banking, strategic
planning, business leadership, organizational management and
business operations, accounting and financial reporting,
finance, mergers and acquisitions, legal and regulatory, we believe
that Mr. Desmond is well qualified to serve on our board of
directors.
Mr.
Casutto was appointed to the role of Executive Vice President of
Sales & Operations in July of 2015. Prior to that, Mr. Casutto
joined MusclePharm in June of 2014 to lead product development and
brand positioning of the recently announced Natural Series. From
1997 to 2014, Mr. Casutto served as Executive Vice President, Sales
for Country Life, LLC. Because of his experience in running and
developing nutritional supplement companies, we believe that Mr.
Casutto is well qualified to serve on our board of
directors.
Mr. Desmond will be compensated for his respective services at the
same level as other non-employee directors of the Company, pursuant
to the Company’s Non-Employee Director Compensation Program.
Mr. Casutto will not receive any additional compensation (other
than is normal salary as the Company’s Executive Vice
President of Sales and Operations) for his service on the
Company’s board of directors.
Except for the aforementioned appointments, there have been no
transaction or currently proposed transaction, in which the Company
was or is to be a participant and the amount involved exceeds
$120,000, and which Mr. Desmond had will have a direct or indirect
material interest since the beginning of the Company’s last
fiscal year.
Messrs. Desmond and Casutto will be nominated and stand for
election to the Company’s board of directors at the
Company’s annual meeting scheduled for September 14,
2017.
Item 7.01
On July 13, 2017, the Company issued a press release announcing the
foregoing event. The press release which is attached to this report
as Exhibit 99.1 and shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, or otherwise subject to the liabilities under that Section
and shall not be deemed incorporated by reference into any of the
Company’s registration statements or other filings with the
Securities and Exchange Commission, except as shall be expressly
set forth by specific reference in such filing.
Item 9.01
(d) Exhibits
Exhibit No.
99.1 MusclePharm Corporation Press
Release issued July 12, 2017
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: July 13,
2017
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By:
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/s/
Ryan
Drexler
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Name:
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Ryan
Drexler
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Title:
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Chief Executive
Officer and President
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EXHIBIT INDEX
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Exhibit No.
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Description
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MusclePharm Corporation Press Release issued July 13,
2017
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