EXPLANATORY NOTE
This Amendment No. 5 (this “Amendment”) amends and supplements the Schedule 13D filed with the Securities and Exchange
Commission (the “SEC”) on June 29, 2018, as amended by Amendment No. 1 thereto filed with the SEC on August 24, 2018, Amendment No. 2 thereto filed with the SEC on August 5, 2019, Amendment No. 3 thereto filed
with the SEC on October 7, 2019 and Amendment No. 4 thereto filed with the SEC on November 8, 2019 (collectively, the “Schedule 13D”) by the Reporting Persons relating to shares of common stock, par value $0.001 per share
(“Common Stock”), of MusclePharm Corporation (the “Issuer”).
Information reported in the Schedule 13D remains in
effect except to the extent that it is amended, restated or superseded by information contained in this Amendment. Capitalized terms use by not defined in this Amendment have the respective meanings set forth in the Schedule 13D.
| Item 4. |
Purpose of Transaction. |
Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following:
On February 7, 2022, White Winston Select Asset Funds, LLC and White Winston Select Asset Fund Series Fund
MP-18, LLC (the “Plaintiffs”) filed a complaint (the “Complaint”) in the Suffolk County Superior Court for the Commonwealth of Massachusetts against the Issuer and Ryan Drexler (the
“Defendants”), and thereby initiated an action against the Defendants for unfair trade practices, abuse of process, malicious prosecution and breach of the duty of loyalty. Mr. Drexler is the Issuer’s Chief Executive Officer and
serves as Chairman of its Board of Directors.
In the Complaint, the Plaintiffs allege, among other things, that (i) the Defendants
have engaged in a pattern of oppression and retaliation against the Plaintiffs in response to the Plaintiffs’ efforts as shareholders of the Issuer to achieve corporate governance reforms to limit Mr. Drexler’s dominance of the
Issuer’s management and operations; (ii) Mr. Drexler has abused his multiple positions within the Issuer’s corporate structure to enable himself to become the Issuer’s primary creditor, repeatedly causing the Issuer to
borrow millions of dollars over a six-year period in exchange for convertible notes granting Mr. Drexler the right to acquire shares of Common Stock at successively lower conversion prices; and
(iii) Mr. Drexler has otherwise engaged in corporate mismanagement of the Issuer to the detriment of the Plaintiffs and the Issuer’s stockholders generally.
The foregoing description of the Complaint is not complete and is qualified in its entirety by reference to the full text of the Complaint,
which is filed as Exhibit 1 to this Amendment and is incorporated by reference herein.
| Item 5. |
Interest in Securities of the Issuer. |
Item 5 of the Schedule 13D is hereby amended by amending and replacing in its entirety each of Item 5(a), (b) and (c) as follows:
(a)–(b) The Amerop Reporting Persons may be deemed to beneficially own, in the aggregate, 1,463,839 shares of the Issuer’s Common
Stock, representing approximately 4.38% of the 33,386,200 shares of Common Stock issued and outstanding as of November 15, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q
(“Quarterly Report”) filed with the SEC on November 17, 2021.
Each of the Amerop Reporting Persons may be deemed to have
shared power to vote or direct the vote and shared power to dispose of or to direct the disposition of 1,463,839 shares of the Issuer’s Common Stock, representing approximately 4.38% of the 33,386,200 shares of Common Stock issued and
outstanding as of November 15, 2021, as reported in the Issuer’s Quarterly Report filed with the SEC on November 17, 2021.
The White Winston Reporting Persons may be deemed to beneficially own, in the aggregate, 3,648,355 shares of the Issuer’s Common Stock,
representing approximately 10.93% of the 33,386,200 shares of Common Stock issued and outstanding as of November 15, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q (“Quarterly
Report”) filed with the SEC on November 17, 2021.
Each of the White Winston Persons may be deemed to have shared power to vote
or direct the vote and shared power to dispose of or to direct the disposition of 3,648,355 shares of the Issuer’s Common Stock, representing approximately 10.93% of the 33,386,200 shares of Common Stock issued and outstanding as of
November 15, 2021, as reported in the Issuer’s Quarterly Report filed with the SEC on November 17, 2021.
(c) The Reporting
Persons have not engaged in any transactions in the Issuer’s Common Stock during the past sixty (60) days.