UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 12b-25

 

 

NOTIFICATION OF LATE FILING

 

(Check One):		x  Form 10-K     ¨  Form 20-F     ¨  Form 11-K     ¨  Form 10-Q ¨  Form 10-D     ¨  Form N-SAR     ¨  Form N-CSR
		For Period Ended: December 31, 2015
		¨  Transition Report on Form 10-K
		¨  Transition Report on Form 20-F
		¨  Transition Report on Form 11-K
		¨  Transition Report on Form 10-Q
		¨  Transition Report on Form N-SAR
		For the Transition Period Ended:

 

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates:

 

 

PART I

REGISTRANT INFORMATION

MusclePharm Corporation

Full Name of Registrant

 

Former Name if Applicable

4721 Ironton Street, Building A

Address of Principal Executive Office (Street and Number)

Denver, CO 80239

City, State and Zip Code

 

 

PART II

RULE 12b-25 (b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

 

x		(a)		The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense.
		(b)		The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, or Form N-SAR or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
		(c)		The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

 

 

PART III

NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

MusclePharm Corporation (OTCQB: MSLP) (the “Company”) today announced that it has filed a Notification of Late Filing, or Form 12b-25, with the Securities and Exchange Commission with regard to its Annual Report on Form 10-K for the fiscal year ended December 31, 2015 (the “Annual Report”).

On March 15, 2016, the Company appointed Ryan Drexler, its Executive Chairman, as interim Chief Executive Officer and President, and its prior Chief Executive Officer, Brad Pyatt, ceased to be an employee of the Company. The filing of the Company’s Annual Report has been delayed due to transition matters relating to such appointment and resignation. As a result of this transition period, the Company is unable to file the Annual Report in a timely manner without unreasonable effort or expense. The Company intends to file the Annual Report within the extension period provided under Rule 12b-25.

 

 

PART IV

OTHER INFORMATION

 

(1)	Name and telephone number of person to contact in regard to this notification

 

John Price				(303)				396-6100
(Name)				(Area Code)				(Telephone Number)

 

(2)

Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).    x  Yes    ¨  No

 

(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?    ¨  Yes    x  No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

 

 

 

MusclePharm Corporation

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.

 

Date:		March 16, 2016		By:		/s/ John Price
				Name:		John Price
				Title:		Chief Financial Officer