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| MSLPD > SEC Filings for MSLPD > Form 8-K on 8-Mar-2012 | All Recent SEC Filings |
8-Mar-2012
Entry into a Material Definitive Agreement, Creation of a Direct Financial Oblig
On March 2, 2012, MusclePharm Corporation, a Nevada corporation (the "Company"), closed on an offering by which it entered into a series of subscription agreements, pursuant to which the Company issued promissory notes (the "Notes") and warrants (the "Warrants") to four (4) 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.
The Notes, in the aggregate, are in the principal amount of Five Hundred and
Eighty Seven Thousand and Five Hundred Dollars ($587,500) 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.
The foregoing description of the Notes is not intended to be complete and is qualified in its entirety by the complete text of that document, a form of which is attached hereto as an exhibit to this Current Report on Form 8-K.
Simultaneous with the issuance of the Notes, the Company issued an aggregate of 39,166,667 Warrants in connection with the offering. 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 also feature a cashless exercise provision.
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 Warrants is not intended to be complete and is qualified in its entirety by the complete text of that document, a form of which is attached hereto as an exhibit to this Current Report on Form 8-K.
(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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