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): July 7, 2011
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MUSCLEPHARM CORPORATION
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(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 jurisdiction
of incorporation)
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(Commission File No.)
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(I.R.S. Employer
Identification Number)
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4721 Ironton Street, Building A
Denver, Colorado 90839
(Address of principal executive offices)
(303) 396-6100
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01 Entry Into a Material Definitive Agreement.
On July 7, 2011, MusclePharm Corporation, a Nevada corporation (the “Company”), entered into a stock purchase agreement (the “Agreement”) with Carriage Group, LLC (“Carriage”). Pursuant to the Agreement, the Company issued 20,000,000 shares of the Company’s restricted common stock, par value $0.001 per share, to Carriage in exchange for an aggregate purchase price of $500,000.00, or $0.025 per share.
The above description of the Agreement does not purport to be complete and is qualified in its entity by reference to such Agreement, which the Company has filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 3.02 Unregistered Sales of Equity Securities.
As more fully described in Item 1.01 above, the Company issued 20,000,000 shares of the Company’s common stock to Carriage in connection with the Agreement.
The shares of common stock issued in connection with the Agreement were issued pursuant to exemptions from registration provided by Section 4(2) of the Securities Act of 1933, as amended, and/or Regulation D promulgated thereunder.
Item 9.01 Financial Statements and Exhibits.
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Exhibit No.
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Description
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10.1
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Stock Purchase Agreement, dated July 7, 2011, by and between MusclePharm Corporation and Carriage Group, LLC
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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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Date: July 19, 2011
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By:
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/s/ Brad J. Pyatt
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Name: Brad J. Pyatt
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Title: Chief Executive Officer
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