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MSLPD > SEC Filings for MSLPD > Form 8-K on 9-Dec-2011All Recent SEC Filings

Show all filings for MUSCLEPHARM CORP

Form 8-K for MUSCLEPHARM CORP


9-Dec-2011

Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securiti


Item 1.01 Entry Into a Material Definitive Agreement.

On December 8, 2011, MusclePharm Corporation, a Nevada corporation (the "Company"), executed an amendment (the "Amendment") to a stock purchase agreement (the "Original Agreement"), dated July 7, 2011, by and between the Company and Carriage Group, LLC, a limited liability company organized and existing under the laws of the State of Utah ("Carriage"). Pursuant to the Original Agreement, the Company issued 20,000,000 shares of the Company's common stock, par value $0.001 per share (the "Common Stock"), to Carriage in exchange for an aggregate purchase price of $500,000.00, or $0.025 per share. The executed Amendment changes the purchase price of $0.025 to $0.0125, resulting in an additional issuance to Carriage of 20,000,000 shares of Common Stock, for an aggregate issuance of 40,000,000 shares of Common Stock.

The above descriptions of the Amendment and the Original Agreement do not purport to be complete and are qualified in their entity by reference to such documents, which the Company has filed as exhibits 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, pursuant to the terms of the Amendment, the Company issued an additional 20,000,000 shares of Common Stock to Carriage. The Common Stock issued in connection with the Amendment 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.

Exhibit No.   Description

   10.1       Stock Purchase Agreement, dated July 7, 2011, by and
              between MusclePharm Corporation and Carriage Group,
              LLC (as filed as Exhibit 10.1 to the Company's
              Current Report on Form 8-K filed on July 19, 2011)

   10.2       Amendment No. 1 to Stock Purchase Agreement, dated
              December 8, 2011, by and between MusclePharm
              Corporation and Carriage Group, LLC


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