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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
July 27, 2017
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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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)
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))
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-2of the
Securities Exchange Act of 1934 (§ 240 12b-2 of this
chapter).
Emerging
Growth Company ☐
If an
emerging growth company, indicate by a 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 July
27, 2017, MusclePharm Corporation (the “Company”) sold
a Secured Demand Promissory Note (the “Note”) in the
principal amount of $1,000,000.00 to Ryan Drexler, the Chief
Executive Officer, President and Chairman of the Board of Directors
of the Company (the “Financing”). The Note bears
interest at the rate of 15% per annum and is payable on demand by
the Holder. Any interest not paid when due shall be capitalized and
added to the principal amount of the Note and bear interest on the
applicable interest payment date along with all other unpaid
principal, capitalized interest, and other capitalized obligations.
The Company may prepay the note without penalty any time prior to a
demand request from the Holder.
The
Note contains customary events of default, including, among others,
the failure by the Company to make a payment of principal or
interest when due. The Note also contains customary restrictions on
the ability of the Company to, among other things, grant liens or
incur indebtedness other than in the ordinary course of business.
The restrictions are also subject to certain additional customary
qualifications and carveouts. The Note is secured by all of the
assets of the Company pursuant to the terms and conditions of a
Second Amended and Restated Security Agreement between the Company
and Mr. Drexler (the “Amended Security
Agreement”).
The
board approved the Note after deliberation and consideration of the
related party components of the transaction and determined that it
was a fair and reasonable transaction negotiated at arm’s
length.
A copy of the Note and the Amended Security Agreement are attached
to this Current Report on Form 8-K as Exhibits 10.1 and 10.2,
respectively, and are incorporated herein by reference as though
fully set forth herein. The foregoing summary description of the
Financing is not intended to be complete, and is qualified in its
entirety by the complete text of the Note and Amended Security
Agreement.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement
The
information set forth in Item 1.01 is incorporated by reference
herein.
(d) Exhibits
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Exhibit No.
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Description
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Secured Demand Promissory Note, dated July 27, 2017, between
MusclePharm Corporation and Ryan Drexler
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Second
Amended and Restated Security Agreement, dated July 27, 2017,
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 and President
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Date:
July 31, 2017
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Exhibit No.
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Description
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Secured Demand Promissory Note, dated July 27, 2017, between
MusclePharm Corporation and Ryan Drexler
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Second
Amended and Restated Security Agreement, dated July 27, 2017,
between MusclePharm Corporation and Ryan Drexler
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