Current Report Filing (8-k)
February 17 2015 - 4:31PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: February 10, 2015
(Date of earliest event reported)
MusclePharm Corporation
(Exact name of registrant as specified in
its charter)
NEVADA |
|
000-53166 |
|
77-0664193 |
(State or other jurisdiction of incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
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)
N/A
(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form
8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions
(see General Instruction A.2. below):
¨ 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-14(c)).
| Item 3.02 | Unregistered
Sales of Equity Securities |
Effective February
10, 2015, MusclePharm Corporation (the “Company”) agreed to issue an aggregate of 170,000 shares of its restricted
common stock, $0.001 par value per share (the “Common Stock”) as partial consideration pursuant to that certain Termination
and Mutual Release Agreement (the “Agreement”) entered into by and between the Company and Worldwide Apparel, LLC (“Worldwide”).
In exchange for the
consideration, including the Common Stock, Worldwide agreed to terminate that certain license agreement entered into by and between
the Company and Worldwide on March 28, 2014.
The Company is obligated
to issue 127,500 shares of the Common Stock to Worldwide within 5 business days of execution of the Agreement, and shall issue
42,500 shares of the Common Stock to be held in escrow by a third-party escrow agent, which shall be released to Worldwide on the
91st day after the date such shares are entered into escrow so long as no claim has been made with respect a lien on
certain inventories.
The Company issued the shares of common
stock pursuant to the Agreement in reliance on the exemption from registration under the Securities Act set forth in Section 4(2)
thereof and Rule 506 of Regulation D.
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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|
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Dated: February 17, 2015 |
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By: |
/s/ Brad J. Pyatt |
|
Name: |
Brad J. Pyatt |
|
Title: |
Chief Executive Officer |
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