Search the web
Welcome, Guest
[Sign Out, My Account]

Quotes & Info
Enter Symbol(s):
e.g. YHOO, ^DJI
Symbol Lookup | Financial Search
MSLP > SEC Filings for MSLP > Form 8-K on 28-Mar-2013All Recent SEC Filings

Show all filings for MUSCLEPHARM CORP | Request a Trial to NEW EDGAR Online Pro



Unregistered Sale of Equity Securities, Financial Statements and Exhibits

Item 3.02 Unregistered Sales of Equity Securities

On March 26, 2013, MusclePharm Corporation (the "Company") sold an aggregate of 588,236 shares of its common stock, $0.001 par value per share (the "Common Stock") at a per share price of $8.50 in a private placement (the "Private Placement") to certain accredited investors (the "Purchasers") for an aggregate purchase price of $5,000,006.

The Common Stock was sold pursuant to a subscription agreement dated March 26, 2013 (the "Subscription Agreement") between the Company and the Purchasers. The Subscription Agreement contained customary terms regarding, among other things, representations and warranties and indemnification.

The Company has entered into registration rights agreements with the Purchasers, pursuant to which the Company has agreed to file a "resale" registration statement with the Securities and Exchange Commission covering all shares of Common Stock sold in the Private Placement within 90 days of the final closing of the Private Placement (the "Filing Date"). The Company has agreed to maintain the effectiveness of the registration statement from the effective date until all securities have been sold or are otherwise able to be sold pursuant to Rule 144. The Company has agreed to use its reasonable best efforts to have the registration statement declared effective as soon as practicable after the Filing Date.

The Company is obligated to pay the Purchasers a fee of 1.5% per month of the Purchaser's investment, payable in cash, for every thirty (30) day period up to a maximum of 5%, following the Filing Date that the registration statement has not been filed; provided, however, that the Company shall not be obligated to pay any such damages under certain circumstances, as more fully set forth in the Registration Rights Agreement.

In connection with the foregoing private placement, the Company paid a registered broker dealer approximately $90,000.

Copies of the Subscription Agreement and the Registration Rights Agreement are filed herewith as Exhibits 10.1 and 10.2, respectively. The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the text of the exhibits. A copy of a related press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The Company issued the foregoing shares of Common Stock in reliance on the exemption from registration under the Securities Act set forth in Section 4(2) thereof and Rule 506 of Regulation D.

Item 9.01. Financial Statements and Exhibits.

(d) The following are filed as exhibits to this report on Form 8-K.

Exhibit No.                Description
   10.1       Form of Subscription Agreement
   10.2       Form of Registration Rights Agreement
   99.1       Press Release

  Add MSLP to Portfolio     Set Alert         Email to a Friend  
Get SEC Filings for Another Symbol: Symbol Lookup
Quotes & Info for MSLP - All Recent SEC Filings
Sign Up for a Free Trial to the NEW EDGAR Online Pro
Detailed SEC, Financial, Ownership and Offering Data on over 12,000 U.S. Public Companies.
Actionable and easy-to-use with searching, alerting, downloading and more.
Request a Trial      Sign Up Now

Copyright © 2014 Yahoo! Inc. All rights reserved. Privacy Policy - Terms of Service
SEC Filing data and information provided by EDGAR Online, Inc. (1-800-416-6651). All information provided "as is" for informational purposes only, not intended for trading purposes or advice. Neither Yahoo! nor any of independent providers is liable for any informational errors, incompleteness, or delays, or for any actions taken in reliance on information contained herein. By accessing the Yahoo! site, you agree not to redistribute the information found therein.