Section 1.01 Entering into a Material Definitive Agreement.

As previously revealed by MusclePharm Corporation (the “Company”) on a current report on Form 8-K filed with the US Securities and Exchange Commission on
October 19, 2021the Company has entered into a securities purchase agreement (the “October SPA”) with certain institutional investors (theOctober Investors“) under which the Company sold a total of $8,197,674.42 principal amount (the “October Principal Amount”) of 14% Initial Discount Senior Secured Notes (the “October Notes”), resulting in gross proceeds to the Company of $7,050,000excluding selling agent’s fees and expenses and other offering costs, and warrants (the “October Warrants”) to purchase up to 17,355,700 common shares of the Company at an exercise price of $0.78subject to adjustment (the “October Offer”).

From June 3, 2022the Company has entered into an amended and restated securities purchase agreement (the “Amended and Restated Securities Purchase Agreement”) with certain accredited and institutional investors, including certain of the
October Investors (collectively, the “Later investors” and with the October Investorsthe “Investors”), which amends and restates the October SPA to, among other things, permit the issuance of senior secured notes and additional warrants.

Pursuant to the Amended and Restated Securities Purchase Agreement, the Company has agreed to sell $3,081,875 20% principal amount of First Issue Discount Senior Secured Notes (the “June Notes” and, together with the October Notes, the “Notes”), generating gross proceeds to the Company of $2,465,500, excluding selling agent’s fees and expenses and other offering costs, and the warrants (the “June Warrants” and together with the October Warrants, the “Warrants” ) to purchase up to 22,013,393 shares (the “Warrant Shares”) of the Company’s common stock (the “June Offering”). The June offering is expected to close on or about June 10, 2022subject to satisfaction of customary closing conditions.

Subject to certain exceptions, the June Notes will bear no interest, will mature six months after issuance and will be secured by the same security that secured the October Notes. The June Warrants will be exercisable for five years from the date of issue at an exercise price of $0.231 per share, subject to adjustment. If at any time after the six-month anniversary of the issue date of the June Warrants, a registration statement covering the resale of the Warrant Shares is not effective, holders may exercise the June Warrants by means of a cashless exercise. The Company is prohibited from exercising the June Warrants to the extent that, following such exercise, the holder, together with its affiliates, beneficially owns more than 4.99% the number of common shares of the Company outstanding immediately after giving effect to the issue of the Warrant Shares upon the exercise of the June Warrant.

The June Warrants and Warrant Shares will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws, and are being offered and will be sold pursuant to the exemption from registration under securities law granted by Section 4(a)(2) and Rule 506 of Regulation D promulgated thereunder.

Pursuant to the Amended and Restated Securities Purchase Agreement, until no investor holds any of the Warrants, the Company is prohibited from making or entering into an agreement to make any issue by the Company or one of its subsidiaries of common stock or common stock equivalent stock (or a combination thereof) involving a floating rate transaction (as defined in the amended securities purchase agreement and updated).

As part of the June Offer, the Company has agreed:


  · 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 full text of the forms of Amended and Restated Securities Purchase Agreement, June Warrants, June Notes and Waiver and Amendments, copies of which are filed as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively, of this Current Report on Form 8-K and are incorporated herein by reference.

Item 8.01 Other Events.


On June 6, 2022, the Company issued a press release announcing the June Offer. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial statements and supporting documents.


(d) Exhibits



Exhibit No.   Description
10.1†           Amended and Restated Securities Purchase Agreement, dated June 3,
              2022, by and between the Company and the Subsequent Investors parties
              thereto, including the disclosure schedules attached thereto

10.2            Form of June Warrant

10.3            Form of June Note

10.4            Form of Waiver and Amendment

104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)



† Some information has been omitted in accordance with Rule SK 601(10)(b)(iv). The company hereby undertakes to provide additional copies of any of the annexes omitted at the request of the Security and Exchange Commission.

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