Current Report Filing (8-k)
January 09 2017 - 4:47PM
Edgar (US Regulatory)
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
January 4, 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:
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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-4(c))
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On December 17, 2016, MusclePharm Corporation (the “Company”)
entered into a Settlement Agreement (the “Settlement Agreement”) with Marine MP, LLC (“Marine MP”), Arnold
Schwarzenegger (“Schwarzenegger”), and Fitness Publications, Inc. (“Fitness,” and together with Marine
MP and Schwarzenegger, the “AS Parties”), effective January 4, 2017. As previously disclosed, in May 2016, the Company
received written notice that the AS Parties were terminating the Endorsement Licensing and Co-Branding Agreement by and among the
Company and the AS Parties (the “Endorsement Agreement”), the Company provided written notice to the AS Parties that
it was terminating the Endorsement Agreement, and the AS Parties commenced arbitration, alleging that the Company breached the
parties’ agreement and misappropriated Schwarzenegger’s likeness. The Company filed its response and counterclaimed
for breach of contract and breach of the implied covenant of good faith and fair dealing.
Pursuant to the Settlement Agreement, and to resolve and settle
all disputes between the parties and release all claims between them, the Company agreed to pay the AS Parties (a) $1 million,
which payment was released to the AS Parties today, and (b) $2 million within six months of the effective date of the Settlement
Agreement. If the Company fails to make the second payment when due, pursuant to a confession of judgment entered into by the Company,
the AS Parties will be entitled to an additional $1,000,000, for a total additional payment of $3,000,000 to satisfy the AS Parties’
contract claim, which the AS Parties claim is valued at $4,000,000. The Company also has agreed that it will not sell any products
from its Arnold Schwarzenegger product line, will donate to a charity chosen by Arnold Schwarzenegger any remaining usable product,
and otherwise destroy any products currently in inventory. In addition, in connection with the transaction, the 780,000 shares
of Company common stock held by Marine MP were sold to a third party yesterday in exchange for an aggregate payment by such third
party of $1,677,000 to the AS Parties.
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/ Peter Lynch
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Name: Peter Lynch
Title: Chief Financial Officer
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Date: January 9, 2017
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