Item 1.01 Entry into a Material Definitive Agreement.
On
The Refinanced Convertible Note bears interest at the rate of 12% per annum.
Interest accrues and is to be paid in kind by adding such interest to the unpaid
principal amount of the Refinanced Convertible Note, compounded annually. Both
the principal and the interest under the Refinanced Convertible Note are due on
On the Maturity Date, the Holder may, upon written notice to the Company,
convert the outstanding principal and accrued interest into shares of the
Company's common stock,
The Refinanced Convertible Note contains customary events of default, including, among others, the failure by the Company to make a payment of principal or interest when due. Following an event of default, at the option of the Holder and upon written notice to the Company, or automatically under certain circumstances, all outstanding principal and accrued interest will become due and payable. The Refinanced Convertible Note also contains customary restrictions on the ability of the Company to, among other things, grant liens or incur indebtedness other than certain obligations incurred in the ordinary course of business. The restrictions are also subject to certain additional qualifications and carveouts, as set forth in the Refinanced Convertible Note. The Refinanced Convertible Note is subordinated to certain other indebtedness of the Company.
In connection with the issuance of the Refinanced Convertible Note, the Company
and
A copy of each of the Refinanced Convertible Note and the Amended Security Agreement is attached to this Current Report on Form 8-K as Exhibit 10.1 and Exhibit 10.2, respectively, each of which is incorporated herein by reference as though fully set forth herein. The foregoing summary descriptions of the Refinanced Convertible Note and the Amended Security Agreement are not intended to be complete, and are qualified in their entirety by the complete text of the Refinanced Convertible Note and the Amended Security Agreement.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 is incorporated by reference herein.
Item 3.02 Unregistered Sales of
The information set forth in Item 1.01 is incorporated by reference herein.
The Company offered and sold the Refinanced Convertible Note to the Holder in
reliance on the exemption from registration provided by Section 4(a)(2) of the
Securities Act of 1933, as amended (the "Securities Act"). Neither the
Refinanced Convertible Note nor the underlying shares of common stock issuable
thereunder have been registered under the Securities Act or may be offered or
sold in
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 10.1 Amended and Restated Convertible Secured Promissory Note, datedAugust 21, 2020 , betweenMusclePharm Corporation andRyan Drexler 10.2 Fourth Amended and Restated Security Agreement, datedAugust 21, 2020 , betweenMusclePharm Corporation andRyan Drexler 2
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