MusclePharm Announces Private Placement of $2.5 Million Senior Secured Notes

Rhea-AI Summary

MusclePharm Corporation (OTCPINK: MSLP) has announced a definitive agreement to increase its October 2021 offering by adding $3,081,875 in Senior Secured Notes, generating gross proceeds of approximately $2,465,500. The Notes, with a six-month maturity and a 20% Original Issue Discount, will be accompanied by five-year warrants for 22,013,393 shares at an exercise price of $0.2310. The funds will primarily support working capital and marketing for a new energy line. The private placement is expected to close around June 8, 2022, subject to customary conditions.

Positive

• Successfully secured an additional $3,081,875 in Senior Secured Notes, enhancing liquidity.
• Warrants issued for 22,013,393 shares may provide future capital influx if exercised.

Negative

• Maturity extension of prior notes to six months could strain cash flow.
• Increased original issuance discount to 28% raises borrowing costs.

LAS VEGAS, June 06, 2022 (GLOBE NEWSWIRE) -- MusclePharm Corporation (“MusclePharm” or the “Company”) (OTCPINK: MSLP), a global provider of leading sports nutrition and lifestyle branded nutritional supplements, today announced that it has entered into a definitive agreement with certain institutional and accredited investors pursuant to which the Company has increased its October 2021 offering to provide for the issuance and sale of an additional Senior Secured Notes and warrants (the “Offering”). The definitive agreements provide for the issuance and sale of an additional $3,081,875 in principal amount of 20% Original Issue Discount Senior Secured Notes (the “Notes”), resulting in gross proceeds to the Company of approximately $2,465,500. The Notes will be due six months from the issuance date. In addition, the Company has agreed to issue the investors five-year warrants to purchase up to 22,013,393 shares of the Company’s common stock which warrants will be exercisable immediately at an exercise price of $0.2310 per share. The private placement is expected to close on or about June 8, 2022, subject to the satisfaction of customary closing conditions.

In connection with the Offering, the investors from the October 2021 private placement have agreed to extend the maturity date of the Senior Secured Notes issued in October 2021 to such date that is six months from the closing of the Offering and increase the original issuance discount of such notes to 28%.

The Company currently intends to use the net proceeds from the private placement for working capital, general corporate purposes and marketing and advertising for the Company’s new energy line.

The securities were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Regulation D promulgated thereunder and have not been registered under the Securities Act,  or applicable state securities laws. Accordingly, the securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.

This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities, nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such state.

About MusclePharm Corporation

MusclePharm is a scientifically-driven, performance lifestyle company that develops, manufactures, markets and distributes branded sports nutrition products and functional energy beverages. Since its incorporation in 2006, MusclePharm has developed a comprehensive product portfolio, which has fueled the widespread recognition of its brands, MusclePharm and FitMiss. Today, these brands are sold in more than 100 countries globally, supported by MusclePharm’s diversified and industry-leading distribution partners. MusclePharm believes its strong international presence has allowed it to attract a larger and more engaged social media audience than its peers. MusclePharm’s believes that its global reach to a large and engaged customer base enables its to achieve The MusclePharm Promise of helping professional athletes and everyday active individuals reach their maximum potential with the most scientifically advanced and nutritious sports supplementation products possible.

Forward-Looking Statement

This press release includes forward-looking statements based upon MusclePharm’s current expectations which may constitute forward-looking statements for the purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995 and other federal securities laws, and are subject to substantial risks, uncertainties and assumptions, including, but not limited to market and other conditions, the completion of the private placement and the satisfaction of customary closing conditions related to the private placement. These statements concern, among other things, the intended use of net proceeds from the private placement and MusclePharm’s business strategies. There are a number of factors that could cause actual events to differ materially from those indicated by such forward-looking statements. You should not place reliance on these forward-looking statements, which include words such as "could," "believe," "anticipate," "intend," "estimate," "expect," "may," "continue," "predict," "potential," "project" or similar terms, variations of such terms or the negative of those terms. Although MusclePharm believes that the expectations reflected in the forward-looking statements are reasonable, MusclePharm cannot guarantee such outcomes. MusclePharm may not realize its expectations, and its beliefs may not prove correct. Actual results may differ materially from those indicated by these forward-looking statements as a result of various important factors, including, without limitation, market conditions and the factors described in the section entitled "Risk Factors" in MusclePharm’s most recent Annual Report on Form 10-K and MusclePharm's other filings made with the U. S. Securities and Exchange Commission. All such statements speak only as of the date of this press release. Consequently, forward-looking statements should be regarded solely as MusclePharm’s current plans, estimates, and beliefs. Investors should not place undue reliance on forward-looking statements. MusclePharm cannot guarantee future results, events, levels of activity, performance or achievements. MusclePharm does not undertake and specifically declines any obligation to update, republish, or revise any forward-looking statements to reflect new information, future events or circumstances or to reflect the occurrences of unanticipated events, except as may be required by applicable law.

Contact:
John Mills, Managing Partner
ICR, Inc.
646-277-1254
John.Mills@icrinc.com 

FAQ

What financing agreement did MusclePharm announce on June 6, 2022?

MusclePharm announced an agreement to increase its October 2021 offering by adding $3,081,875 in Senior Secured Notes.

What are the key terms of the Senior Secured Notes issued by MusclePharm?

The Notes have a six-month maturity, a 20% Original Issue Discount, and will generate gross proceeds of approximately $2,465,500.

What is the purpose of the funds raised by MusclePharm's private placement?

The funds will be used for working capital, general corporate purposes, and marketing for a new energy product line.

What date is the closing of MusclePharm's private placement expected?

The private placement is expected to close on or about June 8, 2022.

How many warrants did MusclePharm issue with the new notes?

MusclePharm issued five-year warrants to purchase up to 22,013,393 shares.