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 25, 2020
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 No.)
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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:
☐
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))
Securities registered pursuant to Section 12(b) of the
Act:
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Title
of each class
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Trading
Symbol(s)
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Name of
each exchange on which registered
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N/A
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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-2 of the Securities Exchange Act of
1934 (§240.12b-2 of this chapter).
Emerging growth
company ☐
If an
emerging growth company, indicate by 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. ☐
Item 1.01 Entry into a Material Definitive
Agreement.
On September 25, 2020, MusclePharm Corporation
(“MusclePharm”) entered into a Settlement Agreement
(the “Agreement”) with NBF Holdings Canada Inc.
(“Nutrablend”), pursuant to which the parties resolved
and settled a civil action initiated by Nutrablend against
MusclePharm in the United States District Court for the Central
District of California (the “Litigation”). In
consideration for a mutual general release between the parties,
Nutrablend agreed to dismiss all claims asserted in the Litigation
and MusclePharm agreed to (i) pay approximately $3.1 million (the
“Owed Amount”) in monthly payments (the “Monthly
Payments”), according to a schedule set forth in the
Agreement, and (ii) issue monthly purchase orders (“Purchase
Orders”) at minimum amounts accepted by
Nutrablend.
MusclePharm agreed to issue Purchase Orders in a combined total
amount of at least (i) $1,500,000 from September 1, 2020 through
November 30, 2020; (ii) $1,800,000 from December 1, 2020 through
February 28, 2021; (iii) $2,100,000 from March 1, 2021 through May
31, 2021; (iv) $2,100,000 from June 1, 2021 through August 31,
2021; and (v) $1,400,000 from September 1, 2021 through October 30,
2021. Beginning on November 1, 2021, MusclePharm will be required
to issue monthly Purchase Order to Nutrablend in a minimum amount
of $700,000 until the Owed Amount is paid in full to
Nutrablend.
In the event that MusclePharm pays the Owed Amount in full before
September 1, 2021, MusclePharm is entitled to a rebate on all
completed Purchase Orders according to a schedule set forth in the
Agreement. Further, once the Monthly Payments, and any additional
payments that MusclePharm has made on the Owed Amount, reduce the
outstanding balance of the Owed Amount to below $2.0 million,
MusclePharm is eligible for an extension of a line of credit from
Nutrablend in an amount of up to $3.0 million.
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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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By:
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/s/
Ryan Drexler
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Name:
Ryan DrexlerTitle: Chief Executive Officer
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Date:
October 1, 2020
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