MUSCLEPHARM CORPORATION Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed by
As of
Pursuant to the Amended and Restated Securities Purchase Agreement, the Company
agreed to sell
Subject to certain exceptions, the June Notes will accrue no interest, will
mature six months after issuance and will be secured by the same collateral that
secured the October Notes. The June Warrants will be exercisable for five years
from the date of issuance at an exercise price of
The June Warrants and the Warrant Shares will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state, and are being offered and will be sold in reliance on the exemption from registration under the Securities Act, afforded by Section 4(a)(2) and Rule 506 of Regulation D promulgated thereunder.
Pursuant to the Amended and Restated Securities Purchase Agreement, until such time as no Investor holds any of the Warrants, the Company is prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its subsidiaries of common stock or common stock equivalents (or a combination thereof) involving a Variable Rate Transaction (as defined in the Amended and Restated Securities Purchase Agreement).
In connection with the June Offering, the Company agreed to:
· increase the original issue discount of the October Notes from 14% to 28% such
that the October Principal Amount was increased to $9,759,135.00 ;
· amend the maturity date of the October Notes such that the October Notes
expire six months from the closing date of the June Offering;
· amend (i) the convertible secured promissory note issued to Ryan Drexler , the
Company's Chief Executive Officer and Chairman of the Company's Board of
Directors, on November 29, 2020 (as amended on August 13, 2021 ) in the
principal amount of $2,871,967 (the "Drexler November Note") and (ii) the
convertible secured promissory note issued to Ryan Drexler on August 13, 2021
in the principal amount of $2,457,549 (the "Drexler August Note" and together
with the Drexler November Note, the "Drexler Notes") to extend the maturity
date of the Drexler Notes to such date that is three years from the closing
date of the June Offering;
· enter into an amendment to Ryan Drexler's Amended and Restated Employment
Agreement pursuant to which Mr. Drexler's annual cash compensation, including
base salary and bonus, will be decreased to $250,000 while any Notes remain
outstanding; and
· appoint Sabina Rizvi , the Company's President and Chief Financial Officer, as
a member of the board of directors of the Company.
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The foregoing description of the Amended and Restated Securities Purchase Agreement, the June Warrants, the June Notes and the Waiver and Amendments is not complete and is qualified in its entirety by reference to the full text of the forms of the Amended and Restated Securities Purchase Agreement, the June Warrants, June Notes and the Waiver and Amendments, copies of which are filed as Exhibit 10.1, 10.2, 10.3 and 10.4, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.
Item 8.01 Other Events.
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 10.1† Amended and Restated Securities Purchase Agreement, datedJune 3, 2022 , by and between the Company and theSubsequent Investors parties thereto, including the disclosure schedules attached thereto 10.2 Form of June Warrant 10.3 Form ofJune Note 10.4 Form of Waiver and Amendment 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
† Certain information has been omitted pursuant to Item 601(10)(b)(iv) of
Regulation S-K.
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