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 28, 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:
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☐
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Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
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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. ☐
On July 28, 2017, MusclePharm Corporation (“the
Company”) approved a Settlement Agreement (“Settlement
Agreement”) with City Football Group Limited
(“CFG”) effective July 7, 2017. As previously discussed
in August 2016, CFG commenced arbitration in the United Kingdom
against the Company, seeking approximately $8.3 million for the
Company’s purported breach of the agreement.
The Settlement Agreement represents a full and final settlement of
all litigation between the parties. Under the terms of the
agreement, the Company has agreed to pay CFG a sum of $3 million,
consisting of a $1 million payment that was advanced by a related
party on July 7, 2017, and subsequent $1 million installments to be
paid by July 7, 2018 and July 7, 2019, respectively.
The Company recorded a charge in its Statement of Operations for
the quarter ended June 30, 2017 for approximately $1.5 million,
representing the discounted value of the unrecorded settlement
amount. The Company has now concluded the finalization of all its
major legacy endorsement deals.
This
agreement represents another step in MusclePharm’s efforts to
bring resolution to the legacy issues facing the Company. The City
Football Group agreement was the last of the endorsement deals to
be unwound as has been previously disclosed. The agreement
represents the resolution and extinguishment of a liability that
could have totaled more than $9 million, including legal
fees.
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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By:
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/s/
Ryan Drexler
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Name:
Ryan Drexler
Title:
Chief Executive Officer and President
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Date:
August 2, 2017
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Exhibit No.
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Description
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10.1
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Settlement Agreement, dated July 7, 2017, between City Football
Group Limited and MusclePharm Corporation
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