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to the extent that it is amended, restated or superseded by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.