Attached files
| file | filename |
|---|---|
| EX-99.1 - MusclePharm Corp | ex99-1.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
June 1, 2021
Date of report (date of earliest event reported)
MusclePharm Corporation
(Exact name of registrant as specified in its charter)
| Nevada | 000-53166 | 77-0664193 | ||
(State or other jurisdictions of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
4500 Park Granada, Suite 202, Calabasas, CA 91302
(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:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| N/A |
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(b) On June 1, 2021, John Desmond, Chair of the Audit Committee, a member of the Nominating & Corporate Governance Committee, and a member of the Compensation Committee of the Board of Directors (the “Board”) of MusclePharm Corporation (the “Company”) notified the Board of his resignation effective immediately.
(d) Effective June 1, 2021, the Board appointed Paul Karr to serve as a director until the Company’s 2021 annual meeting of stockholders or his earlier death, resignation or removal. Mr. Karr will serve as the Chair of the Audit Committee, a member of the Nominating & Corporate Governance Committee, and a member of the Compensation Committee of the Board.
Mr. Karr will be compensated for his service as a director in accordance with the Company’s non-employee director compensation policy. The Company plans to enter into an indemnification agreement with Mr. Karr, which will provide him with indemnification in connection with his service as a member of the Board.
| Item 7.01 | Regulation FD Disclosure. |
On June 1, 2021, the Company issued a press release regarding certain of the matters described in Item 5.02. That press release is furnished herewith as Exhibit 99.1.
The information included in this Current Report on Form 8-K under this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| 99.1 | Press release, dated June 1, 2021. |
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.
| MUSCLEPHARM CORPORATION | ||
| By: | /s/ Ryan Drexler | |
| Name: | Ryan Drexler | |
| Title: | Chief Executive Officer | |
Date: June 2, 2021