Item 1.01. Entry into a Material Definitive Agreement.

Commencing on October 15, 2011, and concluding on December 9, 2011, MusclePharm Corporation, a Nevada corporation (the "Company"), entered into a series of subscription agreements pursuant to which the Company issued promissory notes (the "Notes") and warrants (the "Warrants") to twenty five (25) accredited investors.

The information set forth in Item 2.03 and Item 3.02 of this Current Report on Form 8-K is incorporated by reference into 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.

The Notes, in the aggregate, are in the principal amount of One Million Nine Hundred and Sixty Thousand Dollars ($1,960,000) and mature eighteen (18) months following issuance thereof. The interest rate is fifteen percent (15%) per annum. The Company agrees that it will establish a segregated account from the Company's omnibus account in which shall be deposited 10% of cash from payments on accounts receivable and advances from manufacturers and end-user clients, and a portion of which shall be used for payment of interest and repayment of principal. The Notes contain customary default and covenant provisions.

Item 3.02. Unregistered Sales of Equity Securities.

Simultaneous with the issuance of the Notes, the Company issued Warrants in the face amount of the principal amount of the Notes. The Warrants are exercisable at a price equal to $0.015 for a two year period commencing six (6) months after the issuance of the Warrant.

The warrants and the shares underlying the warrants 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.

The foregoing description of the Notes and Warrants are not intended to be complete and are qualified in their entirety by the complete text of those documents which are attached as exhibits to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits Exhibit No. Description 4.1 Form of Note 4.2 Form of Warrant 10.1 Form of Subscription Agreement

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