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
September 4, 2018
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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4400 Vanowen Street
Burbank, CA 91505
(Address of principal executive offices) (Zip Code)
(800) 292-3909
(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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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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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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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Item 7.01
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Regulation FD Disclosure.
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MusclePharm
Corporation (the “Company”) recently entered into
advanced discussions with a potential strategic partner (the
“Potential Strategic Partner”) concerning a transaction
that the Company believes is commercially synergistic and will both
provide cost savings and introduce the Company’s products to
new markets and retailer platforms (the “Potential Strategic
Transaction”). The Company believes that these discussions
have been productive, and that it is close to agreeing in principle
on material transaction terms with the Potential Strategic Partner,
which the Company expects promptly will be followed up with
definitive transaction documentation. The Potential Strategic
Transaction would involve the purchase by the Potential Strategic
Partner of a significant portion of the Company’s debt held
by Chairman and CEO Ryan Drexler (the “Note”), which
the Potential Strategic Partner would immediately convert into
shares of the Company. The Company believes that, if consummated,
the Potential Strategic Transaction will eliminate a significant
portion of the Company’s ongoing interest expense. Following
the consummation of the Transaction, Mr. Drexler would no longer
beneficially own a majority of the common stock of the Company.
There can be no assurance that the parties will enter into the
Potential Strategic Transaction, that the terms will be consistent
with those described herein or that the Potential Strategic
Transaction will have the intended benefits for the
Company.
The
Company is disclosing the Potential Strategic Transaction because
the Potential Strategic Transaction will be disclosed on September
4, 2018 in a declaration to be provided by a director of the
Company in connection with a lawsuit filed against the Company and
its directors on August 21, 2018 by White Winston Select Asset Fund
Series Fund MP-18, LLC and White Winston Select Asset Funds, LLC
(together, the “Plaintiffs”) in the First Judicial
District Court of the State of Nevada in and for Carson City (the
“Nevada Court”), Case No. 18-OC-0026 1B (the
“Action”). The Plaintiffs have sought the appointment
of a receiver over the Company, injunctive relief and damages,
primarily relating to the Company’s November 3, 2017
refinancing of notes issued to Mr. Drexler. The Plaintiffs also
sought and obtained an ex parte temporary restraining order
enjoining Mr. Drexler from converting the Note into MusclePharm
shares, and enjoining the Company from issuing such shares to Mr.
Drexler. The Company believes that it has meritorious defenses to
Action and intends to vigorously contest the allegations
therein.
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
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Date:
September 4, 2018