Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
|
CUSIP
No. 627335201
|
13D/A
|
|
|
|
UNITED STATES
|
|
|
|
SECURITIES AND EXCHANGE COMMISSION
|
|
|
|
Washington, DC 20549
|
|
|
|
SCHEDULE
13D/A
|
|
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
|
MUSCLEPHARM CORPORATION
|
|
(Name
of Issuer)
|
|
Common Stock, par value $0.001 per share
|
|
(Title
of Class of Securities)
|
|
627335201
|
|
(CUSIP
Number)
|
Ryan Charles Drexler
c/o MusclePharm Corporation
4400 W. Vanowen Street
Burbank, CA 91505
with a copy to:
|
George Shuster, Esq.
|
|
Wilmer Cutler Pickering Hale and Dorr LLP
|
|
7 World Trade Center
|
|
250 Greenwich Street
|
|
New York, New York 10017
|
|
(212) 937-7518
|
|
(Name,
Address and Telephone Number of Person
|
|
Authorized
to Receive Notices and Communications)
|
|
September 16, 2019
|
|
(Date
of Event Which Requires Filing of this Statement)
|
If the
filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D/A,
and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or
13d-1(g), check the following box. ☐
Note. Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See Rule 13d-7(b) for other parties to whom copies are to be
sent.
* The
remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover
page.
The
information required on the remainder of this cover page shall not
be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or
otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see
the Notes).
|
CUSIP
No. 627335201
|
13D/A
|
|
|
1
|
NAME OF REPORTING
PERSONS
Ryan Charles
Drexler
|
|||
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☒
(b)
☐
|
|||
|
3
|
SEC USE
ONLY
|
|||
|
4
|
SOURCE OF
FUNDS
OO
|
|||
|
5
|
CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or 2(e) ☐
|
|||
|
6
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
Unites States of America
|
|||
|
NUMBER
OF
|
7
|
SOLE VOTING
POWER
|
19,653,779
|
|
|
SHARES
BENEFICIALLY
|
8
|
SHARED VOTING
POWER
|
0
|
|
|
OWNED
BY
EACH
|
9
|
SOLE DISPOSITIVE
POWER
|
19,653,779
|
|
|
REPORTING
PERSON
WITH
|
10
|
SHARED DISPOSITIVE
POWER
|
0
|
|
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,653,779
|
|||
|
12
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
|||
|
13
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
58.8%
|
|||
|
14
|
TYPE OF REPORTING
PERSON
IN
|
|||
|
CUSIP
No. 627335201
|
13D/A
|
|
Item
1. Security
and Issuer.
This
Amendment No. 5 to Statement of Beneficial Ownership of Schedule
13D (the “Schedule 13D/A”) relates to the shares of
common stock, $0.001 par value per share (the “Common
Stock”) of MusclePharm Corporation, a Nevada corporation (the
“Issuer”). The Issuer maintains its principal executive
office at 4400 W. Vanowen Street, Burbank, CA 91505.
Item
2. Identity
and Background.
(a)
Ryan
Charles Drexler (the “Reporting Person”) is the
reporting person for this Schedule 13D/A.
(b)
The
business address for the Reporting Person is 4400 W. Vanowen
Street, Burbank, CA 91505.
(c)
Currently,
the Reporting Person is the Chief Executive Officer
(“CEO”) of Consac, LLC (“Consac”) and the
President, Chief Executive Officer and Executive Chairman of the
Board of Directors of the Issuer.
(d)-(e)
During
the last five years, the Reporting Person has not been convicted in
a criminal proceeding (excluding traffic violations or similar
misdemeanors). During the last five years, the Reporting Person has
not been party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
(f)
The
Reporting Person is a citizen of the United States.
Item
3. Source
and Amount of Funds or Other Consideration.
On
September 17, 2019, the Reporting Person delivered a notice to the
Issuer and its independent directors of his election to convert,
effective as of September 16, 2019 (the “Notice Date”),
$18,000,000 of the amount outstanding (including all accrued and
unpaid interest) under that certain Amended and Restated
Convertible Secured Promissory Note dated as of November 8, 2017
(the “Note”), into shares of the Issuer’s Common
Stock, at a conversion price of $1.11 per share, pursuant to the
terms and conditions of the Note (the “Partial
Conversion”). As of the Notice Date, the total amount
outstanding under the Note (including principal and accrued and
unpaid interest) was equal to $19,262,910.15. Pursuant to the terms
of the Note, the Issuer has instructed the transfer agent for its
shares to issue to the Reporting Person 16,216,216 shares of its
Common Stock (the “Shares”) in respect of the Partial
Conversion. The Note will remain outstanding in accordance with its
terms in respect of all amounts in excess of the $18,000,000 that
is subject to the Partial Conversion.
Previously, on
January 5, 2018, the Issuer instructed the transfer agent for its
shares to issue to the Reporting Person 81,113 shares of its Common
Stock (approximately 0.5% of the then outstanding shares of Common
Stock), which were issued in lieu of cash interest in accordance
with the terms of the Note.
Item
4. Purpose
of Transaction.
After
considering various facts and circumstances, including the
Issuer’s cash position, and making his own strategic
determinations, the Reporting Person elected to partially convert
the Note into shares of Common Stock and increase his direct equity
ownership in the Issuer, which will have the effect, among others,
of the Reporting Person being able to control significant corporate
actions, including the election of directors to the Board of
Directors of the Issuer.
|
CUSIP
No. 627335201
|
13D/A
|
|
The
Reporting Person is President, Chief Executive Officer and
Executive Chairman of the Board of Directors of the Issuer.
In these capacities the Reporting Person takes, and will continue
to take, an active role in the Issuer’s management and
strategic direction. In addition, in connection with his
employment with the Issuer, the Reporting Person may be entitled to
cash and other non-equity compensation in connection with a sale of
the Issuer or other transaction of the nature described
below.
Other
than as described above, the Reporting Person does not have any
current plans or proposals, but may in the future propose one or
more actions, which would result in any of the
following:
(a)
the
acquisition by any person of additional securities of the Issuer,
or the disposition of securities of the Issuer;
(b)
an
extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
(c)
a sale
or transfer of a material amount of assets of the Issuer or any of
its subsidiaries;
(d)
any
change in the present Issuer’s board of directors or
management of the Issuer, including any plans or proposals to
change the number or term of directors or to fill any existing
vacancies on the board;
(e)
any
material change in the present capitalization or dividend policy of
the Issuer;
(f)
any
other material change in the Issuer’s business or corporate
structure;
(g)
one or
more changes in the Issuer’s charter, bylaws or instruments
corresponding thereto or other actions to the extent they may
impede the acquisition of control of the Issuer by any
person;
(h)
causing
a class of securities of the Issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities
association;
a class
of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934, as amended; or
(j)
any
action similar to any of those enumerated above.
Item
5. Interest
in Securities of the Issuer.
(a)
The
Reporting Person beneficially owns 19,653,779 shares of Common
Stock, representing approximately 58.8% of the Common Stock. The
percentage of shares of Common Stock reported as being beneficially
owned by the Reporting Person is based upon 15,953,927 shares outstanding as of
September 13, 2019, as reported by the Issuer to the Reporting
Person. Such beneficial ownership percentage gives effect to the
issuance of the Shares, and assumes that the remaining balance of
the Note following the Partial Conversion is converted immediately
and all options described below are exercised
immediately.
|
CUSIP
No. 627335201
|
13D/A
|
|
The
Note was issued in November 2017 in the original principal amount
of $18,000,000, initially convertible in whole or in part into
approximately 16,216,216 shares of Common Stock at a price per
share equal to $1.11. Pursuant to the terms of the Note, the Issuer
promised to pay the Reporting Person the principal amount together
with interest on the outstanding principal amount at a rate of 12%
per annum, to be increased by an additional 2% per annum following
the occurrence and during the continuation of an event of default
under the Note. Interest is payable quarterly in cash, provided
that the Issuer may irrevocably elect to pay up to one-sixth of the
interest payable on any such interest payment date either in kind
by increasing the principal amount of the Note, or in shares of
Common Stock at the closing price per share on the last business
day of the calendar quarter immediately preceding such interest
payment date (rounded down to the nearest whole share). To date,
the Issuer has paid 81,113 shares of Common Stock to the Reporting
Person in lieu of cash interest pursuant to such elections. Any
accrued but unpaid interest on the principal amount is also
convertible into shares of Common Stock at a per share conversion
price of $1.11. Unless earlier converted in full, all outstanding
principal and any accrued but unpaid interest under the Note
(whether or not that interest has been capitalized) shall be
due and payable on December 31, 2019. The Issuer’s
obligations to the Reporting Person under the Note are subordinated
to the obligations under the Loan and Security Agreement, dated as
of September 30, 2017, between the Issuer and its affiliate and
Crossroads Financial Group, LLC. The Note remains secured by
substantially all of the assets of the Issuer. Following the
Partial Conversion, as of September 16, 2019, there remained
$1,262,910.15 of principal amount outstanding under the Note,
convertible into approximately 1,137,756 shares of Common Stock,
and no outstanding interest.
In
addition to the 16,216,216 Shares to be issued in connection with
the Partial Conversion and the shares of Common Stock issuable upon
the conversion of the remaining Note balance, as of September 16,
2019, the Reporting Person also beneficially owns 1,499,408 shares
held by Consac LLC; 663,037 fully vested shares of restricted
stock; and 137,362 shares subject to vested stock options with an
exercise price per share of $1.89 that are currently exercisable.
The Reporting Person is the CEO of Consac and may be deemed to be
the indirect beneficial owner (as that term is defined under Rule
13d-3 of the Securities Exchange Act) of the Common Stock that
Consac beneficially owns. The Reporting Person has the power to
direct the voting and disposition of Common Stock that Consac
beneficially owns.
(b)
The
Reporting Person has the sole power to vote or direct the vote and
sole power to dispose of or direct the disposition of the shares
reported as beneficially owned.
(c)
The
Reporting Person has not effected any transactions in the Common
Stock of the Issuer in the past 60 days.
(d)
Not
applicable.
(e)
Not
applicable.
Item
6. Contracts,
Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
Except
as described above in this Schedule 13D/A, the Reporting Person has
no other contracts, arrangements, understandings or relationships
with any other person with respect to any securities of the
Issuer.
|
CUSIP
No. 627335201
|
13D/A
|
|
Item
7. Material
to be Filed as Exhibits.
The
following documents are filed as Exhibits to this
statement:
|
ExhibitNumber
|
|
Exhibit Description
|
|
99.1
|
|
Convertible
Secured Promissory Note dated December 7, 2015 by and between the
Issuer and the Reporting Person (incorporated by reference to the
Issuer’s Current Report on Form 8-K filed with the SEC on
December 10, 2015)
|
|
99.2
|
|
First
Amendment to Convertible Secured Promissory Note dated January 14,
2017, by and between the
Issuer and the Reporting Person
(incorporated by reference to the Issuer’s Annual Report on
Form 10-K for the year ended December 31, 2016 filed with the SEC
on March 15, 2017)
|
|
99.3
|
|
Convertible
Secured Promissory Note dated November 8, 2016 by and between the
Issuer and the Reporting Person (incorporated by reference to the
Issuer’s Quarterly Report on Form 10-Q for the quarter ended
September 30, 2016 filed with the SEC on November 9,
2016)
|
|
99.4
|
|
Amended
and Restated Security Agreement dated November 8, 2016 by and
between the Issuer and the Reporting Person (incorporated by
reference to the Issuer’s Quarterly Report on Form 10-Q for
the quarter ended September 30, 2016 filed with the SEC on November
9, 2016)
|
|
99.5
|
|
Amended
and Restated Executive Employment Agreement dated November 18, 2016
by and between the Issuer and the Reporting Person (incorporated by
reference to the Issuer’s Current Report on Form 8-K filed
with the SEC on November 25, 2016)
|
|
99.6
|
|
Letter
dated September 5, 2017 from the Reporting Person’s counsel
to the Issuer’s counsel (incorporated by reference to the
Issuer’s Current Report on Form 8-K filed with the SEC on
September 8, 2017)
|
|
99.7
|
|
Secured Demand Promissory Note, dated July 27, 2017, between the
Issuer and the Reporting Person (incorporated by reference to the
Issuer’s Current Report on Form 8-K filed with the SEC on
July 31, 2017)
|
|
99.8
|
|
Second
Amended and Restated Security Agreement, dated July 27, 2017,
between the Issuer and the Reporting person (incorporated by reference to the Issuer’s
Current Report on Form 8-K filed with the SEC on July 31,
2017)
|
|
99.9
|
|
Amended
and Restated Convertible Secured Promissory Note dated November 8,
2017, by and between the Issuer and the Reporting Person
(incorporated by reference to the
Issuer’s Current Report on Form 8-K filed with the SEC on
November 8, 2017)
|
|
99.10
|
|
Third
Amended and Restated Security Agreement, dated November 3, 2017,
between the Issuer and the Reporting Person (incorporated by reference to the Issuer’s
Current Report on Form 8-K filed with the SEC on November 8,
2017)
|
|
99.11
|
|
Restructuring
Agreement, dated November 3, 2017, between the Issuer and the
Reporting Person (incorporated by
reference to the Issuer’s Current Report on Form 8-K filed
with the SEC on November 8, 2017)
|
|
99.12
|
|
Notice
of Convertible Secured Promissory Note Partial Conversion dated
September 16, 2019 from the Reporting Person to the
Issuer
|
|
CUSIP
No. 627335201
|
13D/A
|
|
SIGNATURES
After
reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
|
September
18, 2019
|
/s/
Ryan Charles Drexler
|
|
|
Ryan
Charles Drexler, individually, and as President of Consac,
LLC
|