Unassociated Document
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 (Date of earliest event reported): February 3, 2011
MusclePharm
Corporation
(Exact
Name of Registrant as Specified in its Charter)
Nevada
|
000-53166
|
77-0664193
|
(State or Other Jurisdiction
of incorporation)
|
(Commission File No.)
|
(I.R.S. Employer
Identification Number)
|
4721
Ironton Street
Denver,
CO 80239
(Address
of Principal Executive Offices)
(800)
210-7369
(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 registrant under any of the following
provisions (see General Instruction A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01 Entry Into a Material Definitive Agreement.
On
February 3, 2011, MusclePharm Corporation (the “Company”) issued securities
exempt from the registration requirements of the Securities Act of 1933, as
amended (the “Securities Act”) pursuant to Section 3(a)(10) of the Securities
Act, to Socius GC II, Ltd.'s (“Socius”) (the “Transaction”).
Pursuant to the Transaction, on February 8, 2011, the Company directed its
transfer agent to issue and deliver to Socius 11,500,000 shares of common stock
of the Company (the “Shares”), subject to adjustment, in satisfaction of a debt
in the amount of $444,250.
The total
number of shares of the Company's common stock to be issued to Socius will be
adjusted on the 21st trading day following the date on which the Shares are
issued as follows: (i) if the number of VWAP Shares (which is calculated based
on 70% of the trading volume weighted average price of the Company’s common
stock) exceeds the number of Shares initially issued, then the Company will
issue to Socius additional shares of the Company's common stock equal to the
difference between the number of VWAP Shares and the number of Shares, and (ii)
if the number of VWAP Shares is less than the number of Shares, then Socius will
return to the Company for cancellation that number of shares as equals the
difference between the number of VWAP Shares and the number of Shares. In
no event will the number of shares of the Company’s common stock issued to
Socius cause Socius and its affiliates to, at any time, have beneficial
ownership of more than 9.99% of the total number of shares of the Company's
common stock then outstanding.
The
description of the Transaction does not purport to be complete and is qualified
in its entirety by reference to the transaction agreements.
Item 3.02 Unregistered
Sale of Equity Securities.
The
information set forth in Item 1.01 of this report is incorporated herein by
reference.
The offer
and sale of the securities described in Item 1.01 were effected in reliance on
Section 3(a)(10) of the Securities Act.
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.
|
|
MUSCLEPHARM
CORPORATION
|
|
|
|
|
|
Date:
February 8, 2011
|
By:
|
/s/ Brad
Pyatt
|
|
|
|
Brad
Pyatt
|
|
|
|
Chief
Executive Officer
|
|