Current Report Filing (8-k)
August 22 2022 - 5:09PM
Edgar (US Regulatory)
0001415684
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0001415684
2022-08-22
2022-08-22
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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 (date of earliest event reported): August 22, 2022
MusclePharm
Corporation
(Exact
Name of Registrant as Specified in Charter)
Nevada |
(State
of Incorporation) |
000-53166 |
|
77-0664193 |
(Commission
File Number) |
|
(I.R.S.
Employer Identification No.) |
|
|
|
6728
W. Sunset Rd., Ste. 130, Las Vegas, NV |
|
89118 |
(Address
of Principal Executive Offices) |
|
(Zip
Code) |
(800)
859-3010 |
(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 registrant under
any of the following provisions:
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425). |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12). |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)). |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)). |
Securities
registered pursuant to Section 12(b) of the Act
Title
of Each Class |
|
Trading
Symbol |
|
Name
of Each Exchange on Which Registered |
N/A |
|
N/A |
|
N/A |
Securities
registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.001 per share
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
4.02 Non-Reliance on Previously Issued Financial Statements
or a Related Audit Report or Completed Interim Review.
On
August 22, 2022, the Board of Directors of MusclePharm Corporation (the “Company”), in consultation with management, determined
that the Company’s previously issued financial statements, contained within its Annual Report on Form 10-K/A for the year ended
December 31, 2021 and its Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 should no longer be relied upon due to errors
in such financial statements. Therefore, a restatement of these prior financial statements is required. Accordingly, the Company intends
to restate the aforementioned financial statements by amending its Annual Report on Form 10-K/A for the year ended December 31, 2021,
and its Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, as soon as reasonably practicable, followed by filing its
Quarterly Report for the quarter ended June 30, 2022.
The
Company determined during the preparation of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, that
certain customer credit memos had not been timely approved or recorded. As a result of its analysis of these credit memos, the Company
believes that revenue was overstated by $600 thousand to $1 million for the year ended December 31, 2021. The Company is in the process
of determining the misstatement of revenue for the quarter ended March 31, 2022.
The
Company’s management discussed the matters disclosed in this Item 4.02 with Moss Adams LLP, the Company’s independent registered
public accounting firm.
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.
August
22, 2022 |
By: |
/s/
Ryan Drexler |
|
|
Ryan
Drexler |
|
|
Chief
Executive Officer |
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