CUSIP
No. 627335201
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13D/A
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
SCHEDULE
13D/A
Under
the Securities Exchange Act of 1934
(Amendment
No. 6)*
MUSCLEPHARM
CORPORATION
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(Name
of Issuer)
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Common
Stock, par value $0.001 per share
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(Title
of Class of Securities)
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Ryan
Charles Drexler
c/o
MusclePharm Corporation
4500
Park Granada, Suite 202
Calabasas,
CA 91302
(Name,
Address and Telephone Number of Person
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Authorized
to Receive Notices and Communications)
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November
29, 2020
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(Date
of Event Which Requires Filing of this Statement)
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If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D/A, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [ ]
Note.
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule
13d-7(b) for other parties to whom copies are to be sent.
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section
18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP
No. 627335201
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13D/A
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1
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NAME
OF REPORTING PERSONS
Ryan
Charles Drexler
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
[X]
(b)
[ ]
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS
OO
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Unites
States of America
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NUMBER
OF
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7
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SOLE
VOTING POWER
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31,002,836
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SHARES
BENEFICIALLY
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8
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SHARED
VOTING POWER
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0
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OWNED
BY
EACH
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9
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SOLE
DISPOSITIVE POWER
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31,002,836
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REPORTING
PERSON
WITH
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10
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SHARED
DISPOSITIVE POWER
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0
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,002,836
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
68%
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14
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TYPE
OF REPORTING PERSON
IN
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CUSIP
No. 627335201
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13D/A
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Item
1. Security and Issuer.
This
Amendment No. 6 to Statement of Beneficial Ownership of Schedule 13D (the “Schedule 13D/A”) relates to the shares
of common stock, $0.001 par value per share (the “Common Stock”) of MusclePharm Corporation, a Nevada corporation
(the “Issuer”). The Issuer maintains its principal executive office at 4500 Park Granada, Suite 202, Calabasas, CA.
Item
2. Identity and Background.
(a)
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Ryan
Charles Drexler (the “Reporting Person”) is the reporting person for this Schedule 13D/A.
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(b)
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The
business address for the Reporting Person is 4500 Park Granada, Suite 202, Calabasas, CA 91302.
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(c)
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Currently,
the Reporting Person is the Chief Executive Officer (“CEO”) of Consac, LLC (“Consac”) and the President,
Chief Executive Officer and Executive Chairman of the Board of Directors of the Issuer.
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(d)-(e)
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During
the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors). During the last five years, the Reporting Person has not been party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
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(f)
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The
Reporting Person is a citizen of the United States.
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Item
3. Source and Amount of Funds or Other Consideration.
On
November 29, 2020, the Issuer issued to the Reporting Person a convertible secured promissory note, in the original principal
amount of $2,871,967 (subject to adjustment as provided in such note) (the “Note”). The Note bears interest at the
rate of 12% per annum. Interest payments are due on the last day of each quarter. At the Issuer’s option (as determined
by its independent directors), the Issuer may repay up to one sixth of any interest payment by either adding such amount
to the principal amount of the Note or by converting such interest amount into an equivalent amount of Common Stock.
Any interest not paid when due shall be capitalized and added to the principal amount of the Note and bear interest on the
applicable interest payment date along with all other unpaid principal, capitalized interest, and other capitalized obligations.
Both
the principal and the interest under the Note are due on July 1, 2021, unless converted earlier.
Mr.
Drexler may convert the outstanding principal and accrued interest into shares of Common Stock at a conversion price of
$0.23 per share at any time. The Issuer may prepay the Note by giving Mr. Drexler between 15 and 60 days’ notice
depending upon the specific circumstances, subject to Mr. Drexler’s conversion right.
The
Note contains customary events of default, including, among others, the failure by the Issuer to make a payment of principal
or interest when due. Following an event of default, at the option of the Holder and upon written notice to the Issuer,
or automatically under certain circumstances, all outstanding principal and accrued interest will become due and payable. The
Note also contains customary restrictions on the ability of the Issuer to, among other things, grant liens or incur indebtedness
other than certain obligations incurred in the ordinary course of business. The restrictions are also subject to certain additional
qualifications and carveouts, as set forth in the Note. The Note is subordinated to certain other indebtedness of the Issuer.
In
connection with the issuance of the Note, the Issuer and Mr. Drexler entered into a Sixth Amended and Restated Security
Agreement (the “Amended Security Agreement”), which amended and restated the Fifth Amended and Restated Security Agreement.
Item
4. Purpose of Transaction.
The
Reporting Person entered into the Note in order to provide the Issuer with liquidity and to support its short-term financial
position.
CUSIP
No. 627335201
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13D/A
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The
Reporting Person is President, Chief Executive Officer and Executive Chairman of the Board of Directors of the Issuer. In these
capacities the Reporting Person takes, and will continue to take, an active role in the Issuer’s management and strategic
direction. In addition, in connection with his employment with the Issuer, the Reporting Person may be entitled to cash and other
non-equity compensation in connection with a sale of the Issuer or other transaction of the nature described below.
Other
than as described above, the Reporting Person does not have any current plans or proposals, but may in the future propose one
or more actions, which would result in any of the following:
(a)
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the
acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;
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(b)
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an
extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
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(c)
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a
sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
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(d)
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any
change in the present Issuer’s board of directors or management of the Issuer, including any plans or proposals to change
the number or term of directors or to fill any existing vacancies on the board;
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(e)
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any
material change in the present capitalization or dividend policy of the Issuer;
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(f)
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any
other material change in the Issuer’s business or corporate structure;
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(g)
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one
or more changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions to the extent
they may impede the acquisition of control of the Issuer by any person;
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(h)
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causing
a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national securities association;
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(i)
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a
class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of
the Securities Exchange Act of 1934, as amended; or
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(j)
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any
action similar to any of those enumerated above.
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Item
5. Interest in Securities of the Issuer.
(a)
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The
Reporting Person beneficially owns 31,002,836 shares of Common Stock, representing approximately 68% of the Common Stock.
The percentage of shares of Common Stock reported as being beneficially owned by the Reporting Person is based upon 45,754,214
shares outstanding as of November 29, 2020, as reported by the Issuer to the Reporting Person. Such beneficial ownership assumes
conversion of the full principal amount of the Note into 12,486,813 shares of Common Stock and all options described below
are exercised immediately.
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CUSIP
No. 627335201
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13D/A
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As
of November 29, 2020, the Reporting Person also beneficially owns 1,499,408 shares held by Consac LLC; 663,037 fully vested shares
of restricted stock; and 137,362 shares subject to vested stock options with an exercise price per share of $1.89 that are currently
exercisable. The Reporting Person is the CEO of Consac and may be deemed to be the indirect beneficial owner (as that term is
defined under Rule 13d-3 of the Securities Exchange Act) of the Common Stock that Consac beneficially owns. The Reporting Person
has the power to direct the voting and disposition of Common Stock that Consac beneficially owns.
(b)
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The
Reporting Person has the sole power to vote or direct the vote and sole power to dispose of or direct the disposition of the
shares reported as beneficially owned.
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(c)
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The
Reporting Person has not effected any transactions in the Common Stock of the Issuer in the past 60 days.
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(d)
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Not
applicable.
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(e)
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Not
applicable.
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Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Except
as described above in this Schedule 13D/A, the Reporting Person has no other contracts, arrangements, understandings or relationships
with any other person with respect to any securities of the Issuer.
CUSIP
No. 627335201
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13D/A
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Item
7. Material to be Filed as Exhibits.
The
following documents are filed as Exhibits to this statement:
CUSIP
No. 627335201
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13D/A
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SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
December
2, 2020
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/s/
Ryan Charles Drexler
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Ryan
Charles Drexler, individually, and as President of Consac, LLC
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