Current Report Filing (8-k)
October 01 2020 - 04:16PM
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
September
25, 2020
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 No.)
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4400 Vanowen Street, Burbank, CA 91505
(Address
of principal executive offices) (Zip Code)
(800) 292-3909
(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:
☐
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-4(c))
Securities registered pursuant to
Section 12(b) of the Act:
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Title
of each class
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Trading
Symbol(s)
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Name of
each exchange on which registered
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N/A
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Indicate by check
mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§240.12b-2 of this chapter).
Emerging growth
company ☐
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive
Agreement.
On
September 25, 2020, MusclePharm Corporation (“MusclePharm”) entered
into a Settlement Agreement (the “Agreement”) with NBF Holdings
Canada Inc. (“Nutrablend”), pursuant to which the parties resolved
and settled a civil action initiated by Nutrablend against
MusclePharm in the United States District Court for the Central
District of California (the “Litigation”). In consideration for a
mutual general release between the parties, Nutrablend agreed to
dismiss all claims asserted in the Litigation and MusclePharm
agreed to (i) pay approximately $3.1 million (the “Owed Amount”) in
monthly payments (the “Monthly Payments”), according to a schedule
set forth in the Agreement, and (ii) issue monthly purchase orders
(“Purchase Orders”) at minimum amounts accepted by
Nutrablend.
MusclePharm
agreed to issue Purchase Orders in a combined total amount of at
least (i) $1,500,000 from September 1, 2020 through November 30,
2020; (ii) $1,800,000 from December 1, 2020 through February 28,
2021; (iii) $2,100,000 from March 1, 2021 through May 31, 2021;
(iv) $2,100,000 from June 1, 2021 through August 31, 2021; and (v)
$1,400,000 from September 1, 2021 through October 30, 2021.
Beginning on November 1, 2021, MusclePharm will be required to
issue monthly Purchase Order to Nutrablend in a minimum amount of
$700,000 until the Owed Amount is paid in full to
Nutrablend.
In
the event that MusclePharm pays the Owed Amount in full before
September 1, 2021, MusclePharm is entitled to a rebate on all
completed Purchase Orders according to a schedule set forth in the
Agreement. Further, once the Monthly Payments, and any additional
payments that MusclePharm has made on the Owed Amount, reduce the
outstanding balance of the Owed Amount to below $2.0 million,
MusclePharm is eligible for an extension of a line of credit from
Nutrablend in an amount of up to $3.0 million.
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/
Ryan Drexler
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Name:
Ryan DrexlerTitle: Chief Executive Officer
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Date:
October 1, 2020
