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 13, 2012
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, Building A
Denver, CO 80239
(Address of principal executive offices)
(303) 396-6100
(Registrant’s telephone number, including area code)
| ¨ | Written communication 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 40.13e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement.
On July 13, 2012, MusclePharm Corporation (the “Company”) entered into a security agreement (the “Security Agreement”) with TCA Global Credit Master Fund, LP, a Cayman Islands limited partnership (“TCA”), related to a $750,000 promissory note issued by the Company in favor of TCA (the “Note”). The Security Agreement grants to TCA a continuing, first priority security interest in all of the Company’s assets, wheresoever located and whether now existing or hereafter arising or acquired.
The above description of the Security Agreement and Note does not purport to be complete and is qualified in its entirety by the full text of the document itself. See Item 2.03 herein, which is incorporated by reference in this Item 1.01.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
Promissory Note
On July 13, 2012, the Company issued the Note in favor of TCA. The maturity date of the Note is July 12, 2013 (the “Maturity Date”), and the Note bears interest at a rate of twelve percent (12%) per annum. At any time prior to the Maturity Date, the Company has the option to pre-pay the Note, in full or in part, without penalty.
In addition, the Company is relying on an exemption from the registration requirements of the Securities Act of 1933, as amended, for the private placement of our securities underlying the Note pursuant to Section 4(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder. The transaction does not involve a public offering, TCA is an “accredited investor” and/or qualified institutional buyer and TCA has access to information about us and its investment.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 4.1 | Form of Promissory Note, dated July 13, 2012, issued by MusclePharm Corporation in favor of TCA Global Credit Master Fund LP * | |
| 10.1 | Form of Security Agreement, dated July 13, 2012, by and between MusclePharm Corporation and TCA Global Credit Master Fund LP * |
* filed herewith
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: July 20, 2012 | By: | /s/ Brad J. Pyatt | |
| Name: Brad J. Pyatt | |||
| Title: Chief Executive Officer | |||