MSLP Muscle Pharm Corporation (CE)

 

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: June 13, 2014

(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 1.01

ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

 

On June 13, 2014, MusclePharm Corporation, a Nevada corporation (“MusclePharm” or the “Company”), entered into an Endorsement Agreement (the “Agreement”), with ETW Corp., a Florida corporation (“ETW”), to be effective July 1, 2014. Under the terms of the Agreement, Mr. Eldrick “Tiger” Woods will endorse certain of the Company’s products and use a golf bag during all professional golf play which prominently displays the MusclePharm name and logo.

 

Pursuant to the Agreement, ETW and Mr. Woods granted the Company a license to use, subject to Mr. Woods’ approval, worldwide, Mr. Woods’ name, likeness, voice and certain other intellectual property rights, to advertise the Company’s products. Additionally, Mr. Woods has agreed to make certain appearances on behalf of the Company throughout the term of the Agreement.

 

Pursuant to the Agreement, as compensation and in consideration of the license granted by ETW and Mr. Woods and the services he shall provide, ETW shall receive (i) certain annual cash retainer payments throughout the Term of the Agreement, and (ii) if the parties mutually agree on the development and sale of certain branded products, ETW shall receive certain royalty payments as a percentage of the net sales of such products.

 

As additional compensation to ETW, the Company will issue to ETW, on or prior to July 7, 2014 (the “Issuance Date”), shares of the Company’s restricted common stock with an aggregate value of $5,000,000 (the “Shares”), with the number of Shares to be calculated based upon the volume weighted average price per share for the common stock of the Company during the thirty (30) day trading period ending on the trading day immediately preceding the Issuance Date.

 

The Company has granted to ETW certain “piggy-back” registration rights to have the Shares included in a registration statement filed by the Company with the Securities and Exchange Commission in the future in connection with an offering of securities to the public for its own account or the account of others. 

 

The Agreement shall have an initial term commencing on July 1, 2014 and ending on June 30, 2018, however, the parties have a mutually exercisable option to extend the Agreement an additional two years.

 

The Agreement may be terminated by either party upon a material breach or default by the other party, provided that such terminating party shall give notice and provide the non-terminating party a 30 day period in which it may cure the potential event of default. Moreover, should Mr. Woods retire from the PGA Tour, the Company may terminate the Agreement. ETW may terminate the Agreement under certain other circumstances set forth in the Agreement.

 

The Agreement also contains standard independent contractor, indemnification, exclusivity and non-competition clauses.

 

The above description of the Agreement does not purport to be complete and is qualified in its entirety by the Agreement. The Company intends file the Agreement with its Quarterly Report on Form 10-Q for the quarter ended June 30, 2014 (“Form 10-Q”). The Company plans to seek confidential treatment for certain terms of the Agreement at the time of filing of the Form 10-Q.

 

ITEM 3.02

UNREGISTERED SALES OF EQUITY SECURITIES

 

Reference is made to the disclosure set forth under Item 1.01 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference. 

 

The Company has offered and will issue the Shares pursuant to the Agreement in reliance on exemptions from registration under the Securities Act of 1933, as amended, as set forth in Section 4(a)(2) thereof and Rule 506 of Regulation D thereunder.

 

 

The offer, sale and issuance of the Shares pursuant to the Agreement constitute a privately negotiated transaction, not involving an underwriter, between the Company and ETW (ETW being an “accredited investor,” as such term is defined in Regulation D).

 

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS

 

(d)

Exhibits.

 

The exhibit listed in the following Exhibit Index is filed as part of this Current Report on Form 8-K.

 

Exhibit No.

Description

 

99.1

MusclePharm Corporation Press Release issued June 18, 2014.

 

 

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: June 18, 2014
	By:	/s/ Brad J. Pyatt
	Name:	Brad J. Pyatt
	Title:	Chief Executive Officer and President

 

 

 

TIGER WOODS TO DEBUT MUSCLEPHARM AS NEW GOLF BAG SPONSOR

 

MusclePharm adds Tiger Woods as newest brand ambassador

 

DENVER, CO--(Marketwired – June 18 2014) - MusclePharm Corporation (OTCQB: MSLP), a scientifically driven, performance-lifestyle sports nutrition company, today announced it has signed a multi-year endorsement agreement with Tiger Woods. This agreement includes sponsorship of Tiger Woods’ golf bag. The partnership officially begins July 1^st, 2014.

 

Woods will also be featured in MusclePharm advertisements and commercials. He will further support the brand via appearances and social media promotion.

 

“Tiger Woods is more than a golfer,” said Brad Pyatt, Chairman and CEO of MusclePharm. “He is an elite athlete possessing legendary work ethic and determination, as well as a focus on remaining in top physical shape. We are excited to work with Tiger to bring more attention to nutritional science and how it can enhance strength and overall athletic performance—and most importantly—fuel athletes safely.”

 

“One of the keys to success as an athlete is making sure you are fueling your body properly, which is at the core of MusclePharm’s mission,” said Tiger Woods. “This golf bag venture is a great way to launch this partnership. I look forward to working with MusclePharm to help people achieve their peak physical form.”

 

In addition to Woods, MusclePharm’s stable of endorsers include Arnold Schwarzenegger, and professional football players Eric Decker and Colin Kaepernick. MusclePharm is also the Official Supplement Provider of Ultimate Fighting Championship® (UFC) and USA Wrestling. 

 

###

 

About MusclePharm

 

MusclePharm® is a scientifically driven, performance-lifestyle company that currently develops, manufactures, markets and distributes branded nutritional supplements. The company offers a complete range of powders, capsules, tablets and gels. Its portfolio of recognized brands, including MusclePharm® Hybrid and Core Series, Arnold Schwarzenegger Series™ and FitMiss®, are marketed and sold in more than 110 countries and available in over 35,000 retail outlets globally. These clinically-proven and scientific nutritional supplements are developed through a six-stage research process utilizing the expertise of leading nutritional scientists, doctors and universities. MusclePharm is the innovator of the sports nutrition industry. For more information, visit www.musclepharm.com. 

 

 

Forward-Looking Statements
This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended. Statements that are not a description of historical facts constitute forward-looking statements and may often, but not always, be identified by the use of such words as “expects”, “anticipates”, “intends”, “estimates”, “plans”, “potential”, “possible”, “probable”, “believes”, “seeks”, “may”, “will”, “should”, “could” or the negative of such terms or other similar expressions. Actual results may differ materially from those set forth in this release due to the risks and uncertainties inherent in the Company’s business. More detailed information about the Company and the risk factors that may affect the realization of forward-looking statements is set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013, the Company’s Quarter Reports on Form 10-Q and other filings submitted by the Company to the SEC, copies of which may be obtained from the SEC’s website at www.sec.gov. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement and the Company undertakes no obligation to revise or update this release to reflect events or circumstances after the date hereof.

 

Contact:

 

Matt Sheldon/Evan Pondel
PondelWilkinson Inc.
(310) 279-5980
investors@musclepharm.com