Blueprint
MusclePharm Corporation
4400 Vanowen Street
Burbank, CA 91505
September
10, 2018
VIA EDGAR AND FEDEX
Securities
and Exchange Commission
Division
of Corporation Finance
100 F
Street, N.E.
Washington,
D.C. 20549
Dorrie
Yale
Re:
MusclePharm
Corporation– Application for Withdrawal of Registration
Statement on Form S-1 (File No. 333-190765)
Ladies
and Gentlemen:
Pursuant to Rule
477 promulgated under the Securities Act of 1933, as amended (the
“Securities
Act”), MusclePharm Corporation (the
“Company”)
hereby requests that the Securities and Exchange Commission (the
“Commission”) consent to
the withdrawal, effective as of the date hereof or at the earliest
possible practicable date hereafter, of its Registration Statement
on Form S-1 (File No. 333-190765), together with all
amendments and exhibits thereto (collectively, the
“Registration
Statement”). The Registration Statement was originally
filed with the Commission on August 21, 2013.
The
Company has determined not to pursue the resale registration to
which the Registration Statement relates due to the passage of
time. The Company confirms that no securities have been sold
pursuant to the Registration Statement.
The
Company acknowledges that no refund will be made for fees paid to
the Commission in connection with filing of the Registration
Statement; however, the Company requests, in accordance with
Rule 457(p) under the Securities Act, that all fees paid to the
Commission in connection with the filing of the Registration
Statement be credited to the Company’s account to be offset
against the filing fee for any future registration statement or
registration statements the Company may file with the
Commission.
The
Company hereby requests an order granting the withdrawal of the
Registration Statement to be issued by the Commission as soon as
possible. Please provide a copy of the order granting withdrawal of
the Registration Statement to the undersigned at MusclePharm
Corporation, 4400 Vanowen Street, Burbank, California 91505,
facsimile number 818-658-9027, with a copy to the Company’s
counsel, Ropes & Gray LLP, Attention: Michael Littenberg, 1211
Avenue of the Americas, New York, New York 10036, email address
Michael.Littenberg@ropesgray.com.
If you
have any questions or comments or require further information
regarding this application of withdrawal of the Registration
Statement, please do not hesitate to call or email Michael
Littenberg at (212) 596-9160 or
Michael.Littenberg@ropesgray.com.
Sincerely,
MusclePharm
Corporation
/s/ Ryan
Drexler__________
Title:
Chairman and Chief
Executive Officer