MusclePharm Corporation (OTCMKTS:MSLP) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
MusclePharm Corporation (OTCMKTS:MSLP) Files An 8-K Entry into a Material Definitive Agreement
On August 21, 2020, MusclePharm Corporation (the “Company”) issued to Ryan Drexler, the Company’s Chief Executive Officer, President and Chairman of the Board of Directors (the “Holder”), an amended and restated convertible secured promissory note (the “Refinanced Convertible Note”) in the original principal amount of $2,735,199, which amends and restates (i) a secured revolving promissory note dated as of October 4, 2019 (the “Revolver Note”), (ii) a collateral receipt and security agreement dated as of December 27, 2019 (the “Bond”) and (iii) a convertible secured promissory note dated as of November 8, 2017 (the “Convertible Note”, and together with the Revolver Note and the Bond, collectively, the “Prior Notes”).
The Refinanced Convertible Note bears interest at the rate of 12% per annum. Interest accrues and is to be paid in kind by adding such interest to the unpaid principal amount of the Refinanced Convertible Note, compounded annually. Both the principal and the interest under the Refinanced Convertible Note are due on November 1, 2020 (the “Maturity Date”), unless converted earlier.
On the Maturity Date, the Holder may, upon written notice to the Company, convert the outstanding principal and accrued interest into shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”), at a conversion price equal to the greater of (i) the closing price per share of the Common Stock on the last business date immediately preceding the Maturity Date and (ii) seventeen cents ($0.17), in each case rounded down to the nearest whole share. The Company may prepay the Refinanced Convertible Note by giving the Holder between 15 and 60 days’ notice depending upon the specific circumstances, subject to the Holder’s conversion right.
The Refinanced Convertible Note contains customary events of default, including, among others, the failure by the Company to make a payment of principal or interest when due. Following an event of default, at the option of the Holder and upon written notice to the Company, or automatically under certain circumstances, all outstanding principal and accrued interest will become due and payable. The Refinanced Convertible Note also contains customary restrictions on the ability of the Company to, among other things, grant liens or incur indebtedness other than certain obligations incurred in the ordinary course of business. The restrictions are also subject to certain additional qualifications and carveouts, as set forth in the Refinanced Convertible Note. The Refinanced Convertible Note is subordinated to certain other indebtedness of the Company.
In connection with the issuance of the Refinanced Convertible Note, the Company and Mr. Drexler entered into a Fourth Amended and Restated Security Agreement (the “Amended Security Agreement”) to amend and restate the Third Amended and Restated Security Agreement, to which the Prior Notes were secured by all of the assets and properties of the Company and its subsidiaries whether tangible or intangible, to reaffirm Mr. Drexler’s continuing first priority lien (except as to certain excluded property) granted therein.
A copy of each of the Refinanced Convertible Note and the Amended Security Agreement is attached to this Current Report on Form 8-K as Exhibit 10.1 and Exhibit 10.2, respectively, each of which is incorporated herein by reference as though fully set forth herein. The foregoing summary descriptions of the Refinanced Convertible Note and the Amended Security Agreement are not intended to be complete, and are qualified in their entirety by the complete text of theRefinanced Convertible Note and the Amended Security Agreement.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 is incorporated by reference herein.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 is incorporated by reference herein.
The Company offered and sold the Refinanced Convertible Note to the Holder in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). Neither the Refinanced Convertible Note nor the underlying shares of common stock issuable thereunder have been registered under theSecurities Actor may be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
MusclePharm Corp Exhibit
EX-10.1 2 mslp_ex101.htm AMENDED AND RESTATED CONVERTIBLE SECURED PROMISSORY NOTE mslp_ex101 Exhibit 10.1 THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,…
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EX-10.1 2 mslp_ex101.htm AMENDED AND RESTATED CONVERTIBLE SECURED PROMISSORY NOTE mslp_ex101 Exhibit 10.1 THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,…
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About MusclePharm Corporation (OTCMKTS:MSLP)
MusclePharm Corporation is a performance lifestyle company. The Company develops, manufactures, markets and distributes branded nutritional supplements. The Company offers a range of powders, capsules, tablets and gels. The Company’s portfolio of brands targets various types of fitness enthusiasts, including professional, combat sport, weight training, bodybuilding, running, basketball, soccer, cross fit, golf, tennis, volleyball and other active lifestyle activities. The MusclePharm Sport Series includes supplements that cover the needs of athletes, including their workout needs. MusclePharm Hybrid Series products include Assault, Amino1 and Combat Protein Powder. FitMiss products are designed and formulated for the active woman’s lifestyle utilizing ingredients that cover the range of busy women’s needs, including weight loss, multi-vitamins, protein shakes, detox, skin care and pre-workout energy mixes. MusclePharm Core products include BCAA 3:1:2, CLA Core and Fish Oil.
