On January 16, 2013, MusclePharm Corporation (the "Registrant") entered into a placement agency agreement (the "Placement Agency Agreement") with GVC Capital LLC (the "Placement Agent") pursuant to which the Placement Agent agreed to use its best efforts to arrange for the sale of up to an aggregate of 1,500,000 shares of Series D Convertible Preferred Stock (the "Preferred Shares") in a registered direct offering (the "Offering"). The Placement Agent has no commitment to purchase or sell any of the Preferred Shares. The Placement Agency Agreement contains customary representations, warranties and covenants of the Registrant and the Placement Agent.

The Placement Agency Agreement requires the Registrant to indemnify the Placement Agent and certain of its affiliates against certain liabilities or to contribute to payments the Placement Agent may be required to make because of any of such liabilities.

The Preferred Shares offered pursuant to the Offering were registered under a registration statement on Form S-1 (Registration No. 333-184625), which the Securities and Exchange Commission declared effective on January 16, 2013.

The disclosure contained in this Item 8.01 does not purport to be a complete description of the Placement Agency Agreement and is qualified in its entirety by reference to the Placement Agency Agreement, which is attached hereto as Exhibit 1.1, and incorporated herein by reference.

(d) Exhibits:

The following exhibit is filed with this Current Report on Form 8-K:

Exhibit No.                               Description
    1.1       Placement Agency Agreement dated January 16, 2013, between
              MusclePharm Corporation and GVC Capital LLC.