Item 1.01 Entry into a Material Definitive Agreement.
On September 25, 2020, MusclePharm Corporation ("MusclePharm") entered into a
Settlement Agreement (the "Agreement") with NBF Holdings Canada Inc.
("Nutrablend"), pursuant to which the parties resolved and settled a civil
action initiated by Nutrablend against MusclePharm in the United States District
Court for the Central District of California (the "Litigation"). In
consideration for a mutual general release between the parties, Nutrablend
agreed to dismiss all claims asserted in the Litigation and MusclePharm agreed
to (i) pay approximately $3.1 million (the "Owed Amount") in monthly payments
(the "Monthly Payments"), according to a schedule set forth in the Agreement,
and (ii) issue monthly purchase orders ("Purchase Orders") at minimum amounts
accepted by Nutrablend.
MusclePharm agreed to issue Purchase Orders in a combined total amount of at
least (i) $1,500,000 from September 1, 2020 through November 30, 2020; (ii)
$1,800,000 from December 1, 2020 through February 28, 2021; (iii) $2,100,000
from March 1, 2021 through May 31, 2021; (iv) $2,100,000 from June 1, 2021
through August 31, 2021; and (v) $1,400,000 from September 1, 2021 through
October 30, 2021. Beginning on November 1, 2021, MusclePharm will be required to
issue monthly Purchase Order to Nutrablend in a minimum amount of $700,000 until
the Owed Amount is paid in full to Nutrablend.
In the event that MusclePharm pays the Owed Amount in full before September 1,
2021, MusclePharm is entitled to a rebate on all completed Purchase Orders
according to a schedule set forth in the Agreement. Further, once the Monthly
Payments, and any additional payments that MusclePharm has made on the Owed
Amount, reduce the outstanding balance of the Owed Amount to below $2.0 million,
MusclePharm is eligible for an extension of a line of credit from Nutrablend in
an amount of up to $3.0 million.
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