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: September 8, 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 7.01

REGULATION FD DISCLOSURE.

 

On September 8, 2015, MusclePharm Corporation (the “Company”) issued a press release announcing a settlement with the Securities and Exchange Commission (“SEC”) of the SEC’s investigation. A copy of the press release is attached hereto 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 SEC, except as shall be expressly set forth by specific reference in such filing.

 

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 dated September 8, 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: September 8, 2015
	By:	/s/ Brad J. Pyatt
	Name:	Brad J. Pyatt
	Title:	Chief Executive Officer

 

 

Exhibit 99.1

 

MusclePharm Corp. Statement on SEC Settlement

 

DENVER, Colo. – September 8, 2015 -- MusclePharm Corporation (OTCQB: MSLP), a scientifically driven, performance-lifestyle sports nutrition company, today announced approval of the final settlement with the United States Securities and Exchange Commission, as was announced by the SEC earlier today.

 

The SEC investigation had focused on disclosure and internal control deficiencies dating from 2010-2013 which have since been revised. The company during 2014 amended its filings making expanded disclosures which principally relate to executive perquisites and related-party transactions, and has received voluntary repayment of certain amounts from current and former executives for which inadequate supporting documentation of business purpose was available. In connection with the settlement, MusclePharm neither admitted nor denied the allegations. The settlement provides for a civil monetary penalty in the amount of $700,000 of which approximately $400,000 has already been paid into escrow by the company, but does not impose any restrictions on MusclePharm’s business activities. MusclePharm agreed as part of the settlement to retain an independent consultant mutually acceptable to the company and the SEC in connection with review of compliance and disclosure matters for a 12-month period.

 

Brad Pyatt, the company’s chief executive officer, and former audit committee chair Donald Prosser settled related proceedings without admitting or denying the allegations and agreed to pay separate civil monetary penalties. Former chief financial officers L. Gary Davis and Lawrence Meer also settled similar proceedings.

 

“MusclePharm has previously instituted new and expanded disclosure controls and procedures that addressed many of the issues described in the SEC order,” a MusclePharm spokesman said. “The company is pleased with the outcome of the proceedings and looks forward to putting this behind it.”

 

Contact

 

Sitrick and Company

Seth Lubove, (310) 788-2850

slubove@sitrick.com

 

Source: MusclePharm Corporation