Attached files
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| EX-10.2 - FIFTH AMENDED AND RESTATED SECURITY AGREEMENT - MusclePharm Corp | mslp_ex102.htm |
| EX-10.1 - SECURED REVOLVING PROMISSORY NOTE - MusclePharm Corp | mslp_ex101.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
October 15, 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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4500 Park Granada Blvd., Suite 202, Calabasas, CA
91302
(Address of principal executive offices) (Zip
Code)
(800) 292-3909
(Registrant’s telephone number, including area
code)
4400 Vanowen Street, Burbank, CA 91505
(Former name or former address, if changed since last
report.)
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.
Secured Revolving Promissory Note
On
October 15, 2020, MusclePharm Corporation (the
“Company”) entered into a secured revolving promissory note (the “Revolving
Note”) with Ryan Drexler, the Chief Executive Officer,
President and Chairman of the Board of Directors of the Company.
Under the terms of the Revolving Note, the Company can borrow up to
$3,000,000. The Revolving Note bears interest at the rate of 12%
per annum.
The
use of funds will be used for the purchase of whey protein and
other general corporate purposes.
Both
the outstanding principal, if any, and all accrued interest under
the Revolving Note are due on March 31, 2021. The Company may
prepay the Revolving Note by giving Mr. Drexler one days’
advance written notice.
The
Revolving Note contains customary events of default, including,
among others, the failure by the Company to make a payment of
principal or interest when due. Following an event of default, Mr.
Drexler is entitled to accelerate the entire indebtedness under the
Revolving Note. The Revolving Note also contains customary
restrictions on the ability of the Company to, among other things,
grant liens or incur indebtedness other than certain obligations
incurred in the ordinary course of business. The restrictions are
also subject to certain additional qualifications and carveouts, as
set forth in the Revolving Note. The Revolving Note is subordinated
to certain other indebtedness of the Company held by Crossroads Financial
Group, LLC.
Security Agreement
In
connection with the Revolving Note, the Company and Mr. Drexler
entered into a fifth amended and restated security agreement dated
October 15, 2020 (the “Security Agreement”) pursuant to
which the Revolving Note is secured by all of the assets and
properties of the Company and its subsidiaries whether tangible or
intangible.
A copy of each of the Revolving Note and the Security Agreement is
attached to this Current Report on Form 8-K as Exhibit 10.1 and
Exhibit 10.2, respectively, and is incorporated herein by reference
as though fully set forth herein. The foregoing summary
descriptions of the Revolving Note and the Security Agreement are
not intended to be complete and are qualified in their entirety by
the complete text of the Revolving Note and the Security
Agreement.
Item 2.03 Creation of a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement
of a Registrant.
The
information set forth in Item 1.01 is incorporated by reference
herein.
Item 9.01
(d) Exhibits
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Exhibit No.
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Description
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Secured Revolving Promissory Note, dated October 15, 2020, between MusclePharm
Corporation and Ryan Drexler
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Fifth
Amended and Restated Security Agreement, dated October 15, 2020, between MusclePharm
Corporation and Ryan Drexler
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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 Drexler
Title:
Chief Executive Officer
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Date:
October 21, 2020