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MSLP > SEC Filings for MSLP > Form 8-K/A on 23-Jan-2014All Recent SEC Filings

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Completion of Acquisition or Disposition of Assets, Financial Statements and E

Item 2.01 Completion of Acquisition or Disposition of Assets.

On January 2, 2014, MusclePharm Corporation (the "MSLP") and its newly formed Nevada subsidiary, BioZone Laboratories Inc. (the "Company") closed its previously disclosed Asset Purchase Agreement (the "APA") with BioZone Pharmaceuticals, Inc. ("BioZone") and its subsidiaries, BioZone Laboratories, Inc., and Bakers Cummins Corporation (collectively, the "Seller"). At closing, the Company acquired substantially all of the operating assets of the Seller, including all assets associated with QuSomes, HyperSorb and EquaSomes drug delivery technologies and the name "Biozone", "Biozone Laboratories" and similar names and domain names (and excluding certain assets including cash on hand). The closing was subject to certain conditions precedent including delivery of a fairness opinion to MSLP by its financial advisor, which MSLP has obtained.

The base purchase price under the APA was 1.2 million shares of the MSLP's common stock, par value $0.0001 per share, of which 600,000 shares were placed into escrow for a period of 9 months to cover indemnification obligations and which shares are also subject to repurchase from the escrow for $10.00 per share in cash during the 9 month escrow period. The remaining 600,000 non-escrowed shares were issued to Biozone upon closing and are subject to a lockup agreement which permit private sales (subject to the lockup and certain leak out provisions).

MSLP will file financial statements as required under Securities and Exchange Commission rules within the time periods prescribed by those rules.

The foregoing descriptions of the APA are not complete and are qualified in their entirety by reference to Exhibits 2.1, referenced below. In addition, a copy of the press release regarding the closing is being filed as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference in its entirety.

Item 9.01. Financial Statements and Exhibits.

(a)(b) The financial statements and pro forma financial information for MSLP will be reported on an amended Current Report on Form 8-K not later than March 12, 2014.

(d) Exhibits.

Exhibit No.       Description

2.1               Asset Purchase Agreement by and among MusclePharm Corporation, a
                  Nevada corporation, Biozone Laboratories, Inc., a Nevada
                  corporation, Biozone Pharmaceuticals, Inc., a Nevada
                  corporation, Biozone Laboratories, Inc., a California
                  corporation, Baker Cummins Corp. a Nevada corporation and Brian
                  Keller dated as of November 12, 2013 (incorporated by reference
                  to Exhibit 10.1 to MSLP's Current Report on Form 8-K filed with
                  the SEC on November 13, 2013).

99.1              Press release dated January 2, 2014, issued by MusclePharm
                  Corporation (incorporated by reference to Exhibit 99.1 to MSLP's
                  Current Report on Form 8-K filed with the SEC on November 13,

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