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 (Date of earliest event reported): March 2, 2015
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 |
(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
4721 Ironton Street, Building A
Denver, Colorado 80239
(Address of principal executive offices) (Zip Code)
(303) 396-6100
(Registrants 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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)). |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-14(c)). |
ITEM 5.02 |
DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANANGEMENTS OF CERTAIN OFFICERS |
On March 2, 2015, Mr. Donald Prosser, the Chief Financial Officer (CFO) of MusclePharm Corporation, a Nevada corporation (the
Company), submitted his resignation to the Company as its CFO. Mr. Prosser will continue to be employed by the Company as a non-executive officer of the Company through the remainder of his employment agreement, which terminates on
April 15, 2015. In submitting his resignation as the Companys CFO, Mr. Prosser did not express any disagreement with the Company on any matter relating to the Companys operations, policies or practices.
On March 5, 2015, the Board of Directors of the Company appointed Mr. John Price, the Companys Executive Vice President of Finance, as the
Companys new Chief Financial Officer and also designated him as the Companys Principal Financial Officer.
Mr. Price has served as our
Executive Vice President of Finance since July 2014. Previously, Mr. Price served as Vice President of Finance North America at Opera Software, a Norwegian public company empowering brands and advertising agencies to reach targeted audiences
and was instrumental in the divisions growth. From 2011 to 2013, he served as Vice President of Finance and Corporate Controller of GCT Semiconductor, a world leader in highly integrated LTE and WiMax semiconductor single chip solutions for 4G
wireless communications. During his tenure at GCT Semiconductor, Mr. Price was focused on the Companys planned IPO and developing the finance and accounting organization. From 2004 to 2011, Mr. Price served in various roles including
VP of Finance & Corporate Controller at Tessera Technologies when Mr. Price left the company. During his tenure at Tessera Technologies, Mr. Price developed the finance and accounting organization, integrated multiple
acquisitions, structured accounting systems and managed corporate compliance including SOX. Prior to Tessera Technologies, Mr. Price served various roles at Ernst & Young LLP. Mr. Price served nearly three years in the San Jose,
California office providing audit services to public and private technology companies. Mr. Price also served nearly five years in the Pittsburgh, Pennsylvania office providing audit and consulting services to financial services and
entrepreneurial services clients. Mr. Price has been a certified public accountant (currently inactive) since 2000 and attended Pennsylvania State University, where he earned a Bachelors of Science Degree in Accounting.
The Board of Directors approved the terms to be included in Mr. Prices employment agreement. The Company intends to enter into an employment
agreement with Mr. Price of an initial term to end on December 31, 2017, which may be renewed by the mutual agreement between the Company and Mr. Price. Pursuant to the anticipated employment agreement, Mr. Price will
(i) receive as compensation a base salary of $250,000 paid prorata over 24 pay periods on the 15th and the last day of each month, (ii) receive as a cash bonus of up to $250,000 annually (based on certain thresholds and milestones to be
established by the Company and its Compensation Committee) and prorated for 2015 and (iii) receive a stock grant for 50,000 shares of the Companys restricted common stock, of which shall vest 60% on December 31, 2016, 20% on
December 31, 2017 and 20% on December 31, 2018. Once finalized, the Company will file Mr. Prices employment agreement with the Securities and Exchange Commission (the SEC) as an exhibit in accordance with SEC rules
and regulations.
There is no family relationship between Mr. Price and any of our other officers and directors. There are no understandings or
arrangements between Mr. Price and any other person pursuant to which either was selected as an officer.
Except for the aforementioned arrangements,
there has not been any transaction or currently proposed transaction, in which the Company was or is to be a participant and the amount involved exceeds $120,000, and in which Mr. Price had or will have a direct or indirect material interest
since the beginning of the Companys last fiscal year.
ITEM 7.01 |
REGULATION FD DISCLOSURE. |
On March 6, 2015, the Company issued a press release announcing the
resignation of Mr. Prosser as Chief Financial Officer and the appointment of Mr. Price as the new Chief Financial Officer. 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 Companys 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 |
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Exhibit No. |
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99.1 |
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MusclePharm Corporation Press Release issued March 6, 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.
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MUSCLEPHARM CORPORATION |
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Dated: March 6, 2015 |
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By: |
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/s/ Brad Pyatt |
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Name: |
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Brad J. Pyatt |
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Title: |
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Chief Executive Officer |
Exhibit 99.1
MusclePharm Promotes John Price to Chief Financial Officer
DENVER, CO March 6, 2015 MusclePharm Corporation (OTCQB: MSLP), a scientifically driven, performance-lifestyle sports nutrition
company, today announced the promotion of John Price to Chief Financial Officer.
Price joined MusclePharm in July 2014, serving as the Companys
Executive Vice President of Finance, and as the Chairman of the Companys Disclosure Committee and its Risk Management Officer. He will continue to be responsible for managing the Companys risk assessment as it relates to financial
reporting obligations, and oversight of a remediation plan.
Price succeeds Donald Prosser, who will continue to be employed by MusclePharm as a
non-executive officer through the remainder of his employment agreement, which terminates on April 15, 2015. His resignation was not due to any disagreement with the Company on any matter relating to the operations, policies or practices.
John has solid public company and big four audit experience including integrating acquisitions and heading up corporate compliance, said Brad
Pyatt, founder and CEO of MusclePharm. The board and I are confident he will be instrumental in his new role as we execute our global growth strategy.
Prior to MusclePharm, Price served as Vice President of Finance-North America at Opera Software, a Norwegian public company empowering brands and advertising
agencies to reach targeted audiences. Previously, he was Vice President of Finance and Corporate Controller of GCT Semiconductor, where he focused on the companys planned IPO and developing the finance and accounting organization. Price also
served in various roles at Tessera Technologies, including Vice President of Finance & Corporate Controller. He began his career at Ernst & Young LLP and is a Certified Public Accountant (currently inactive). Price holds a
bachelors of science degree in accounting from Pennsylvania State University.
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. Follow MusclePharm Corporation on Facebook, Twitter, and Instagram.
Forward-Looking Statements
The information contained herein includes forward-looking statements. These statements relate to future events or to our future financial performance, and
involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance or achievements
expressed or implied by these forward-looking statements. You should not place undue reliance on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond our control and
which could, and likely will, materially affect actual results, levels of activity, performance or achievements. Any forward-looking statement reflects our current views with respect to future events and is subject to these and other risks,
uncertainties and assumptions relating to our operations, results of operations, growth strategy and liquidity. We assume no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual
results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.
Matt
Sheldon | Evan Pondel
PondelWilkinson Inc.
(310) 279-5980
investors@musclepharm.com
Media:
Becky Warren
Mercury Public Affairs
(916) 607-0129
bwarren@mercuryllc.com