UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: November 26, 2012
(Date of earliest event reported)
MusclePharm Corporation
(Exact name of registrant as specified in its charter)
|
NEVADA (State or other jurisdiction |
000-53166 (Commission File Number) |
77-0664193 (IRS Employer Identification No.) |
||
| of incorporation) |
4721 Ironton Street, Building A
Denver, Colorado 80239
(Address of
principal executive offices) (Zip Code)
(303) 396-6100
(Registrant’s telephone number, including
area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-14(c)).
Item 3.03 Material Modification to Rights of Security Holders.
On November 26, 2012, MusclePharm Corporation (the "Company") effected a 1 for 850 reverse stock split of its common stock ("Common Stock") pursuant to the filing of a Certificate of Change with the Nevada Secretary of State (the "Reverse Split"). As a result of the Reverse Split, each 850 shares of Common Stock were automatically combined into one new share of Common Stock, with any fractional shares that would otherwise be issuable as a result of the Reverse Split being rounded up to a whole share. Following the Reverse Split, holders of Common Stock held a total of approximately 2,776,690 shares of Common Stock.
Although the Reverse Split ratably reduced the number of shares of Common Stock the Company was authorized to issue (decreasing from 2.5 billion to approximately 2.9 million), the Company filed a Certificate of Amendment to its Articles of Incorporation with the Nevada Secretary of State (the "Amendment") to increase the number of shares of its Common Stock it is authorized to issue to 100,000,000 shares, effective November 27, 2012. The $0.001 par value per share of the Company's Common Stock was unchanged in connection with the above actions. Stockholders holding a majority of the Company's voting securities approved the proposals authorizing the Board of Directors, in its discretion, to implement the Reverse Split and file the Amendment.
Trading of the Common Stock on the OTC QB will continue, on a Reverse Split-adjusted basis and its ticker symbol will remain unchanged, although a “D” will be placed on the MSLP ticker symbol (MSLPD) for 20 business days to alert the public about the Reverse Split. The new CUSIP number for the Common Stock following the Reverse Split is 627335201.
Stockholders holding Common Stock certificates will receive a letter of transmittal from the Company's transfer agent, Corporate Stock Transfer, or from their broker with specific instructions regarding the exchange of stock certificates.
The primary objective of the Reverse Split is to increase the per share price of the Common Stock in order to potentially allow the Company to seek a listing of the Common Stock on a more established trading market, including a stock exchange.
The foregoing descriptions of the Reverse Split and the Amendment contained in this Item 3.03 do not purport to be complete and are qualified in their entirety by reference to the Certificate of Change and Certificate of Amendment, respectively, which are filed as Exhibits 3.1 and 3.2 hereto and are incorporated herein by reference
Item 8.01 Other Events
On November 26, 2012, the Company issued a press release announcing the Reverse Split and filing of the Amendment discussed above. The press release is furnished as Exhibit No. 99 to this Current Report on Form 8-K and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section. The press release shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended.
ITEM 9.01. Financial Statements and Exhibits.
| (d) | Exhibits: | |||
| The following exhibits are filed with this Current Report on Form 8-K: | ||||
| Exhibit No. | Description | ||
| 3.1 | Certificate of Change as filed with the Nevada Secretary of State on November 20, 2012 and effective on November 26, 2012. | ||
| 3.2 | Certificate of Amendment to the Articles of Incorporation as filed with the Nevada Secretary of State on November 26, 2012 and effective on November 27, 2012. | ||
| 99 | Press Release dated November 26, 2012. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MUSCLEPHARM CORPORATION | ||
| Dated: November 27, 2012 | ||
| By: | /s/ Brad J. Pyatt | |
| Name: | Brad J. Pyatt | |
| Title: | Chief Executive Officer and President | |
NEWS RELEASE
MUSCLEPHARM ANNOUNCES REVERSE SPLIT OF COMMON STOCK
DENVER, COLORADO – November 26, 2012 – MusclePharm Corporation (MSLP.OB), a nutritional supplement company focused on active lifestyles, announced today a 1-for-850 reverse split of the Company’s issued and outstanding common stock and a decrease in the number of its authorized shares of common stock. The reverse stock split is effective prior to the market open on November 26, 2012.
“We have elected to effect a reverse stock split to help MusclePharm seek to meet the listing requirements of a stock exchange,” said Brad J. Pyatt, Chief Executive Officer and President of MusclePharm. “We believe that a stock exchange listing and the reverse stock split can broaden our stockholder base and increase the appeal of our common stock to institutional investors. Further, these actions should provide benefits to our stockholders by improving trading liquidity in the stock, thereby enhancing long-term stockholder value.”
Each stockholder’s relative percentage ownership interest in MusclePharm and the proportional voting power remains unchanged after the reverse stock split. In addition, the rights and privileges of the holders of the Company’s common stock are unaffected by the reverse stock split. This reverse stock split will be made pursuant to a Certificate of Change filed with the State of Nevada.
As of the effective date, every 850 shares of issued and outstanding common stock will be converted into one share of common stock, with all fractional shares being rounded up to the nearest whole share. The reverse stock split will reduce the number of shares of issued and outstanding common stock from approximately 2,360 million pre-split to approximately 2.8 million post-split. Proportional adjustments will be made to MusclePharm’s warrants, stock options, and equity-compensation plans. Additionally, the number of authorized shares of common stock will be reduced from 2.5 billion to 100 million. The reverse stock split will have no effect on the Company’s authorized shares of preferred stock.
The Company’s common stock will trade under a new CUSIP number (627335201). The Company’s ticker symbol will remain unchanged, although a “D” will be placed on the MSLP ticker symbol (MSLP D ) for 20 business days to alert the public about the reverse stock split.
It is not necessary for stockholders of the Company to exchange their existing stock certificates for new stock certificates of the Company in connection with the reverse stock split, although stockholders may do so if they wish. Please direct any questions you might have concerning the reverse stock split to your broker or the Company’s transfer agent, Corporate Stock Transfer at (303) 282-4800.
ABOUT MUSCLEPHARM CORPORATION
MusclePharm is a healthy lifestyle company that develops and manufactures nutritional supplements that address active lifestyles, including muscle building, weight loss and maintaining general fitness through a daily nutritional supplement regimen. The products are formulated through a six-stage research process using the expertise of leading nutritional scientists. MusclePharm’s products are also sold to consumers in more than 110 countries and available in over 10,000 U.S. retail outlets, including Dick’s Sporting Goods, GNC, Vitamin Shoppe and Vitamin World. MusclePharm products also are sold through more than 100 online channels globally, including bodybuilding.com, amazon.com and vitacost.com. For more information, please visit www.musclepharm.com .
FORWARD-LOOKING STATEMENTS
This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended. Statements that are not a description of historical facts constitute forward-looking statements and may often, but not always, be identified by the use of such words as “expects”, “anticipates”, “intends”, “estimates”, “plans”, “potential”, “possible”, “probable”, “believes”, “seeks”, “may”, “will”, “should”, “could” or the negative of such terms or other similar expressions. Additionally, statements regarding: the Company’s ability to qualify to list its shares of common stock on a stock exchange and the potential benefits and impact of the reverse stock split, a reduction in the number of authorized shares of common stock and a listing on a stock exchange, are forward-looking statements. Actual results may differ materially from those set forth in this release due to the risks and uncertainties inherent in the Company’s business. More detailed information about the Company and the risk factors that may affect the realization of forward-looking statements is set forth in the Company’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2011, the Company’s Quarter Reports on Form 10-Q and other filings submitted by the Company to the U.S. Securities and Exchange Commission (“SEC”), copies of which may be obtained from the SEC’s website at www.sec.gov. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement and the Company undertakes no obligation to revise or update this release to reflect events or circumstances after the date hereof.
For more information, please contact:
John H. Bluher
Chief Operating Officer
(303) 396-6149