Item 1.01 Entry into a Material Definitive Agreement.

On December 2, 2011, MusclePharm Corporation, a Nevada corporation (the "Company"), entered into a Stock Purchase Agreement (the "Agreement") with TSX Holdings, LLC, a limited liability company organized and existing under the laws of the State of South Carolina ("TSX"). Pursuant to the terms of the Agreement, TSX agreed to purchase 42,000,000 shares of the Company's common stock for a total purchase price of $375,000.

The above description of the Agreement does not purport to be complete and is qualified in its entirety by the full text of such document which is attached hereto as Exhibit 10.1.

Item 3.02 Unregistered Sales of Equity Securities.

See Item 1.01 above.

The Company is relying on an exemption from the registration requirements of the Securities Act of 1933, as amended (the "Act"), for the sale and issuance of our shares of common stock under the Agreement pursuant to Section 4(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder. The transaction did not involve a public offering, TSX is an "accredited investor" and/or qualified institutional buyer and TSX has access to information about the Company and its investment.

Item 9.01 Financial Statements and Exhibits.

Exhibit No. Description

10.1 Stock Purchase Agreement, dated December 2, 2011, by and between MusclePharm Corporation and TSX Holdings, LLC

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