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: January 11, 2016

(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)).

 

 

 

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ITEM 1.01

ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On January 11, 2016, MusclePharm Corporation (the “Company”) entered into a Purchase and Sale Agreement (the “Agreement”) with Prestige Capital Corporation (“Prestige”) pursuant to which the Company agreed to sell and assign and Prestige agreed to buy and accept, certain accounts receivable owing to the Company (“Accounts”). Under the terms of the Agreement, upon the receipt and acceptance of each assignment of Accounts, Prestige will pay the Company eighty percent (80%) of the net face amount of the assigned Accounts, up to a maximum total borrowings of $10 million outstanding at any point in time. The Company additionally granted Prestige a continuing security interest in and lien upon all accounts receivable, inventory, fixed assets, general intangibles and other assets.

On January 13, 2016, the Company sold and assigned, and Prestige bought and received, Accounts with an aggregate face amount of approximately $7.6 million dollars and Prestige paid to the Company approximately $6.2 million dollars in cash.

The foregoing description of the Agreement is a general description only, does not purport to be complete, and is qualified in its entirety by reference to the terms of the Agreement, which will be attached as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 and, when filed, such exhibit shall be incorporated by reference herein.

 

ITEM 7.01

REGULATION FD DISCLOSURE

On January 14, 2016, the Company issued a press release announcing its entry into the Agreement with Prestige. A copy of the press release is attached to this report as Exhibit 99.1.

The information in this Current Report on Form 8-K and the Exhibit attached hereto is furnished pursuant to the rules and regulations of the Securities and Exchange Commission and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a 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 issued January 14, 2016

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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.

 

				MUSCLEPHARM CORPORATION
Dated: January 14, 2016
				By:		/s/ Brad J. Pyatt
				Name:		Brad J. Pyatt
				Title:		Chief Executive Officer

Exhibit 99.1

 

MusclePharm Completes $10 Million Financing

Strengthening of balance sheet represents major step under restructuring plan

Denver, CO –January 14, 2016– MusclePharm Corporation (OTCQB: MSLP) (“MusclePharm” or the “Company”), a scientifically-driven, performance lifestyle sports nutrition company, today announced the completion of a financing agreement with Prestige Capital Corporation (“Prestige Capital”) in the initial amount of $10 million.

The financing agreement is a major step towards strengthening the Company’s financial position.

The agreement with Prestige Capital allows the Company to use its receivables to finance up to a total of $10 million. The Company used the initial borrowings to retire the $6.0 million outstanding debt with ANB Bank and intends to utilize future borrowings for general working capital and other business needs.

“We are striving to be a fully sustainable free cash flow business,” said Ryan Drexler, MusclePharm’s Executive Chairman. “Retiring the ANB debt and adding the Prestige Capital financing has helped reduce uncertainty regarding liquidity and capital resources. These are significant milestones in our restructuring plan and strengthen our balance sheet. I am very excited about the Company’s future as we continue to build a profitable growing business and add value for our shareholders.”

About MusclePharm Corporation

MusclePharm^® is a scientifically-driven, performance lifestyle company that develops, manufactures, markets and distributes branded nutritional supplements. The company offers a range of powders, capsules, tablets and gels. Its portfolio of recognized brands includes MusclePharm^® Sport Series, Black Label and Core Series, Arnold Schwarzenegger Series™ and FitMiss™, which are available in more than 120 countries—over 45,000 retail outlets worldwide. The clinically-proven 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 http://www.musclepharm.com. To sign up to receive MusclePharm news via email, please visit http://ir.musclepharmcorp.com/email-alerts.

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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 some of 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, 2014, 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.

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Investors:

MusclePharm Investor Relations

303-396-6100

investors@musclepharm.com

Media:

Dawn Jacobs

303-396-6100

media@musclepharm.com