Current Report Filing (8-k)
December 29 2021 - 4:05PM
Edgar (US Regulatory)
0001415684
false
0001415684
2021-12-22
2021-12-22
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xbrli:shares
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
December
22, 2021
Date
of report (date of earliest event reported)
MusclePharm
Corporation
(Exact
name of registrant as specified in its charter)
Nevada
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000-53166
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77-0664193
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(State
or other jurisdictions of
incorporation
or organization)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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3753
Howard Hughes Parkway, Ste 200-849, Las Vegas, NV 89169
(Address
of principal executive offices) (Zip Code)
(800)
292-3909
(Registrant’s
telephone number, including area code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under
any of the following provisions:
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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N/A
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
5.02(e) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
2021
Omnibus Equity Incentive Plan
On December 22, 2021, the Board of Directors of MusclePharm Corp. (the “Corporation”)
adopted the 2021 Omnibus Equity Incentive Plan (the “2021 Plan”) and the issuance of an option to purchase 1,811,000 shares
of common stock of the Company, exercisable at a price of $0.40, to Sabina Rizvi, the President and Chief Financial Officer of the Company
pursuant to the 2021 Plan. The option shall vest and become exercisable with respect to the remaining (50%) of the shares subject to the
option in five (5) equal monthly installments commencing on December 4, 2021 and becoming fully vested on April 4, 2022. Ms. Rizvi’s
acceptance of the option and the option granted thereunder waived any right to receive a two percent (2%) transaction bonus upon a sale
of the Company pursuant to that certain offer letter by and between the Company and Ms. Rizvi dated April 1, 2021.
In addition, on December 22, 2021, stockholders holding more than 51% of
the voting power of the Company consented in writing to approve and adopt the 2021 Plan. 10,000,000 shares of the Corporation’s
common stock will be reserved under the 2021 Plan. The 2021 Plan is intended to be used to attract and retain qualified personnel, directors
and consultants and align their interests with those of the Corporation’s stockholders, by providing for the issuance of equity
incentive awards, such as options, restricted stock and stock appreciation rights. It is anticipated that the 2021 Plan will be administered
by our Board of Directors, or if our Board of Directors does not administer the 2021 Plan, a committee or subcommittee of our Board of
Directors that complies with the applicable requirements of Section 16 of the Exchange Act and any other applicable legal or stock exchange
listing requirements.
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
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By:
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/s/
Ryan Drexler
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Name:
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Ryan
Drexler
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Title:
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Chief
Executive Officer
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Date:
December 29, 2021
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