Attached files
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| EX-10.1 - OFFER LETTER - MusclePharm Corp | mslp_ex101.htm |
UNITED
STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, DC
20549
FORM
8-K
CURRENT
REPORT
PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
December 13,
2019
Date of report
(date of earliest event reported)
MusclePharm
Corporation
(Exact name of
registrant as specified in its charter)
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Nevada
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000-53166
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77-0664193
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(State or other
jurisdictions of incorporation or organization)
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(Commission File
Number)
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(I.R.S. Employer
Identification Nos.)
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4400 Vanowen Street, Burbank, CA 91505
(Address
of principal executive offices) (Zip Code)
(800) 292-3909
(Registrant’s
telephone number, including area code)
Check the appropriate box below if
the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrants under any of the following
provisions:
☐ Written communications pursuant to
Rule 425 under the Securities Act (17 CFR
230.425)
☐ Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
☐ Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
☐ Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Securities registered
pursuant to Section 12(b) of the Act:
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Title of each
class
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Trading
Symbol(s)
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Name of each exchange on which
registered
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N/A
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Indicate by check mark whether the
registrant is an emerging growth company as defined in Rule 405 of
the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of
this chapter).
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the
extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a)
of the Exchange Act. ☐
Item
5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
Departure of Chief Operating Officer
On December 13, 2019, MusclePharm Corporation (the
“Company”) announced that, effective as of such date,
Mr. Alberto Andrade served his last day of employment as the
Company’s Chief Operating Officer.
Appointment of New Chief Operating Officer
Effective as of December 16, 2019,
Mr. Troy Bolotnick was appointed as the Chief Operating Officer of
the Company.
Mr. Bolotnick, age 49, joined the
Company on October 15, 2019, serving in the role of Chief Product
Officer until his appointment as Chief Operating Officer. Prior to
joining the Company, Mr. Bolotnick was the President/Co-Founder of
Interior Technologies, a home automation and security technology
company, from 2010. In this role he was responsible for all aspects
of operations and strategic planning. Before Interior Technologies,
Mr. Bolotnick held various senior level positions with Bolovision
Digital Systems, Inc., Ionic Worldwide Studios, Inc. and America
Online/Entertainment Asylum/Lightspeed Media. Mr. Bolotnick earned
his Bachelor of the Arts from Binghamton University in New
York.
Mr. Bolotnick does not have a
family relationship with any director or executive officer of the
Company or person nominated or chosen by the Company to become a
director or executive officer, and there are no arrangements or
understandings between Mr. Bolotnick and any other person pursuant
to which Mr. Bolotnick was selected to serve as Chief Operating
Officer of the Company. There have been no transactions involving
Mr. Bolotnick that would require disclosure under Item 404(a) of
Regulation S-K under the Securities Exchange Act of 1934 (the
“Exchange Act”). In connection with his appointment, it
is expected that Mr. Bolotnick will enter into the Company’s
standard form of indemnification agreement, the form of which has
been filed as Exhibit 10.1 to the Company’s Current Report on
Form 8-K, filed with the Securities and Exchange Commission on
August 27, 2012.
Employment
Agreement and Other Compensatory Arrangements
On December 13, 2019, the Company
entered into an offer letter agreement with Mr. Bolotnick (the
“Offer Letter”). Pursuant to the Offer Letter, Mr.
Bolotnick will report to Ryan Drexler, the Company’s Chief
Executive Officer and Executive Chairman of the Company’s
Board of Directors. The Offer Letter does not provide for a
specified term of employment, and Mr. Bolotnick’ s employment
will be on an at-will basis and may be terminated by Mr. Bolotnick
or by the Company at any time, with or without cause. Mr. Bolotnick
will receive an annual base salary of $300,000 and will be part of
the Company’s bonus program with a yearly bonus potential of
up to $300,000 based on the achievement of mutually agreeable
objectives to be determined by Mr. Bolotnick and his supervisor.
Additionally, Mr. Bolotnick will receive (i) a grant of the
Company’s common stock valued at $50,000, the price per share
determined by the 30-day trailing average from his first day of
employment, which was October 15, 2019, (ii) upon a majority change
in ownership of the Company, a bonus equivalent to one (1) year of
annual base salary and one (1) year of Mr. Bolotnick’s annual
bonus target and (iii) if terminated without good cause for the
benefit of the Company, a severance package dependent on the length
of employment at the time of termination, as described in the Offer
Letter. Mr. Bolotnick will also be eligible to participate in the
Company’s standard benefits package, including a
401(k)-retirement account with Company matching and health, dental,
vision and life and disability insurance. The foregoing description
of the Offer Letter does not purport to be complete and is
qualified in its entirety by reference to the copy of such document
filed as Exhibit 10.1 to this Current Report on Form
8-K.
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Item
8.01 Other Events.
As previously disclosed in the
Company’s filings, in January 2016, ThermoLife International,
LLC (“ThermoLife”), a former supplier of nitrates to
the Company, commenced an action against the Company in the
Superior Court of Arizona for Maricopa County, alleging that the
Company failed to meet minimum purchase requirements contained in
the parties’ supply agreement. The Company asserted a
counterclaim alleging that ThermoLife’s products were
defective. On September 26, 2018, the Court granted summary
judgment to ThermoLife on the Company’s
claims.
On November 1, 2018, the Court
granted partial summary judgment for ThermoLife on its own breach
of contract claim, finding that the Company was liable to
ThermoLife for failing to meet its minimum purchase requirements.
On October 2 and 3, 2019, the Court held a bench trial on the
issue of damages. On December 4, 2019, the court entered
judgment in favor of ThermoLife and against the Company, in the
amount of $1,679,468.86, comprised of $893,675 in damages, interest
in the amount of $350,859.25 and attorneys’ fees and costs in
the amount of $434,934.61. The Company intends to seek an
order vacating the court’s judgment and, if that motion is
unsuccessful, intends to appeal the court’s rulings to the
Arizona Court of Appeals. The Company continues to believe
that ThermoLife’s claims are without merit, and intends to
vigorously pursue its defenses, including on
appeal.
Item 9.01 Financial Statements and
Exhibits.
(d) Exhibits
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Exhibit No.
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Description
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Offer Letter, dated as of December
13, 2019 entered into between the Company and Troy
Bolotnick.
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SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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MUSCLEPHARM
CORPORATION
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Date: December 19,
2019
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By:
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/s/ Ryan Drexler
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Name: Ryan
Drexler
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Title: Chief Executive Officer |
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