UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report: August 24, 2015 (Date of earliest event reported)
MusclePharm Corporation
(Exact name of registrant as specified in its charter)
| NEVADA | 000-53166 | 77-0664193 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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)
N/A
(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 registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | 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-14(c)). |
ITEM 2.05 COSTS ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES.
On August 24, 2015, the Board of Directors (“Board”) of MusclePharm Corporation (the “Company”) authorized the Company to undertake steps to commence a restructuring of the business and operations of the Company. The Company anticipates closure of certain facilities, employee layoffs and termination or restructuring of certain contracts which may result in a one-time restructuring charge of up to $20 million to $30 million. The amount of the anticipated charge is preliminary and therefore is subject to change. The Company expects to announce further details as the restructuring is implemented. At this time, the Company is not able to make a more precise determination of the estimated range of amounts to be incurred for each major categories of cost nor the charges and future cash expenditures associated therewith. The Company will file amendments to this report upon determination of such amounts.
| ITEM 5.02 | DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANANGEMENTS OF CERTAIN OFFICERS |
On August 25, 2015, the appointment of James Greenwell as the Company’s Chief Operating Officer ceased. There is no disagreement between Mr. Greenwell and the Company on any matter relating to the Company’s operations, policies or practices. In connection with the separation, Mr. Greenwell executed a separation agreement.
ITEM 8.01 OTHER EVENTS.
On August 25, 2015, the Company issued a press release. A copy of the press release is attached to this report as Exhibit 99.1 and shall not be deemed incorporated by reference into any of the Company’s registration statements or other filings with the Securities and Exchange Commission, except as shall be expressly set forth by specific reference in such filing.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
| Exhibit No. |
Description | |
| 99.1 | Press release dated August 25, 2015 | |
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 | ||||||
| Dated: August 25, 2015 | ||||||
| By: | /s/ Brad J. Pyatt | |||||
| Name: | Brad J. Pyatt | |||||
| Title: | Chief Executive Officer | |||||