Item 1.02 Termination of a Material Definitive Agreement.

On August 30, 2012, MusclePharm Corporation, a Nevada corporation (the "Company"), provided written notice of termination to Southridge Partners II, LP, a limited partnership organized and existing under the laws of the State of Delaware ("Southridge"), pursuant to which the Company advised Southridge of the termination of that certain Equity Purchase Agreement, dated November 4, 2011, by and between the Company and Southridge (the "Equity Agreement"), which such termination should proceed pursuant to the terms and conditions therein contained. In conjunction with the termination of the Equity Agreement, the Company terminated that certain Registration Rights Agreement, dated November 4, 2011, by and between the Company and Southridge (the "Registration Rights Agreement"). Upon termination of the Registration Rights Agreement, the Company is no longer under any obligation to register any of its securities for Southridge.

The above description of the Equity Agreement and Registration Rights Agreement do not purport to be complete and are qualified in their entity by reference to Exhibits 10.8 and 10.9, respectively, to the Company's Registration Statement on Form S-1/A, filed with the U.S. Securities and Exchange Commission on December 29, 2011.

Item 9.01 Financial Statements and Exhibits.

Exhibit No. Description 10.1 Equity Purchase Agreement, dated November 4, 2011, by and between MusclePharm Corporation and Southridge Partners II, LP (as filed as Exhibit 10.8 to the Company's Registration Statement on Form S-1/A, as filed with the SEC on December 29, 2011). 10.2 Registration Rights Agreement, dated November 4, 2011, by and between MusclePharm Corporation and Southridge Partners II, LP (as filed as Exhibit 10.9 to the Company's Registration Statement on Form S-1/A, as filed with the SEC on December 29, 2011).