Notification That Quarterly Report Will Be Submitted Late (nt 10-q)
May 16 2019 - 3:11PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check
one): ☐Form 10-K ☐Form 20-F
☐Form 11-K
☒
Form 10-Q
☐ Form
N-SAR ☐Form N-CSR
For
Period Ended:
March 31,
2019
☐Transition
Report on Form 10-K
☐Transition
Report on Form 20-F
☐Transition
Report on Form 11-K
☐Transition
Report on Form 10-Q
☐Transition
Report on Form N-SAR
For the
Transition Period Ended:
Nothing in this form shall be construed to imply that the
Commission has verified any information contained
herein.
If the
notification relates to a portion of the filing checked above,
identify the item(s) to which the notification
relates:
PART I -- REGISTRANT INFORMATION
MusclePharm Corporation
Full
Name of Registrant
N/A
Former
Name if Applicable
4400 Vanowen St.
Address
of Principal Executive Office (Street and Number)
Burbank, CA
91505
City,
State and Zip Code
PART II -- RULES 12b-25(b) AND (c)
If the
subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b),
the following should be completed. (Check box if
appropriate)
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(a)
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The
reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or
expense;
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☒
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(b)
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The
subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or
portion thereof, will be filed on or before the fifteenth calendar
day following the prescribed due date; or the subject quarterly
report or transition report on Form 10-Q, or portion thereof, will
be filed on or before the fifth calendar day following the
prescribed due date; and
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(c)
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The
accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
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PART III -- NARRATIVE
State
below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR,
N-CSR, or the transition report or portion thereof, could not be
filed within the prescribed time period.
As previously disclosed in a Form 8-K filed on March 14, 2019,
during the preparation of its 2018 annual consolidated financial
statements, the Company determined that the systems, processes and
controls related to sales cut off were not sufficient to accurately
record revenue in the correct reporting period. This resulted in
errors in the Company’s unaudited condensed consolidated
financial statements for the three and nine months ended September
30, 2018. The Company is in the process of restating its unaudited
condensed consolidated financial statements for the foregoing
periods and will file an amended Form 10-Q for the quarter ended
September 30, 2018. The Company will not be able to file its Form
10-K for the year ended December 31, 2018 or its Form 10-Q for the
period ended March 31, 2019 until after the filing of the amended
Form 10-Q.
.
PART IV -- OTHER INFORMATION
(1)
Name and telephone number of person to contact in regard to this
notification
Ryan
Drexler
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(800)
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292 - 3909
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(Name)
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(Area Code)
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(Telephone Number)
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(2)
Have all other periodic reports required under Section 13 or 15(d)
of the Securities Exchange Act of 1934 or Section 30 of the
Investment Company Act of 1940 during the preceding 12 months or
for such shorter period that the registrant was required to file
such report(s) been filed? If answer is no, identify report(s). Yes
☐ No☒
As
previously disclosed in the Form 12b-25 filed by the Company with
the Securities and Exchange Commission on April 1, 2019, the
Company was not able to timely file its Annual Report on Form 10-K
for the fiscal year ended December 31, 2018. The Company has not
yet filed such Annual Report on Form 10-K.
(3) Is
it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject
report or portion thereof?
Yes ☐
No ☒
If so,
attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
MusclePharm Corporation
(Name of Registrant as Specified in
Charter)
has
caused this notification to be signed on its behalf by the
undersigned hereunto duly authorized.
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MUSCLEPHARM
CORPORATION
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May 15,
2019
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By:
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/s/
Ryan
Drexler
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Ryan Drexler
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Chief Executive
Officer
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