As filed with the Securities and Exchange Commission on July 15, 2013June 16, 2022

Registration No. 333-189422333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1 toFORM S-1

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

MusclePharm Corporation

(Exact name of registrantRegistrant as specified in its charter)

4721 Ironton Street, Building A6728 W. Sunset Rd., Suite 130

Denver, Colorado 80239Las Vegas, NV89119

Telephone: (303) 396-6100

(800)859-3010
(Address, including zip code, and telephone number, including area code, of registrant’sRegistrant’s principal executive offices)

Brad J. PyattRyan Drexler

Co-Chairman, Chief Executive Officer and President

MusclePharm Corporation6728 W. Sunset Rd., Suite 130

5348 Vegas Drive

Las Vegas Nevada 89108, NV89119

Telephone: (702) 953-1890(800)859-3010

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Harvey J. Kesner,

Arthur S. Marcus, Esq.
Sichenzia Ross Friedman Ference LLP
61 Broadway, 32nd Floor
New York, New York 10006
Telephone: (212) 930-9700
Fax: (212) 930-9725

Approximate date of commencement of proposed sale to the public:

As soon as practicable after the effective date of this Registration Statement is declared effective.registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ¨☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.¨ ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.¨ ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.¨ ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 to Section 7(a)(2)(B) of the Securities Act. ☐

The Registrantregistrant hereby amends this Registration Statementregistration statement on such date or dates as may be necessary to delay its effective date until the Registrantregistrant shall file a further amendment which specifically states that this Registration Statementregistration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statementregistration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

CALCULATION OF REGISTRATION FEE

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is declared effective. This prospectus is not an offer to sell nor does it seek an offer to buy these securities in any state where the offer or sale is not permitted

1,740,691

MusclePharm Corporation

Shares of Common Stock

We are registering an aggregate of 1,740,691offering               shares of our common stock $0.001 par value per share (the “Common Stock”) of MusclePharm Corporation (referred to herein as “we” ,“us”, “our”, “MusclePharm”, “Registrant”, or the “Company”) for resale by certain of our shareholders identified in this prospectus (the “Selling Shareholders”), of which 703,236 were issued to them in the March 2013 Private Placement, 100,000 shares were issued inon a May 2013 Private Placement, 150,000 were issued in a June 2013 Private Placement and an aggregate of 787,455 of which were issued pursuant to three consulting agreements (the “Resale Shares”). Please see “Selling Shareholders” beginning at page 60.firm commitment basis.

The Selling Shareholders may offer to sell the Resale Shares at fixed prices, at prevailing market prices at the time of sale, at varying prices or at negotiated prices, and will pay all brokerage commissions and discounts attributable to the sale of such shares. The Selling Shareholders will receive all of the net proceeds from the offering of their shares.

The Resale Shares may be sold by the Selling Shareholders to or through underwriters or dealers, directly to purchasers or through agents designated from time to time. For additional information regarding the methods of sale you should refer to the section entitled “Plan of Distribution” in this Prospectus.

Our common stock is presently quoted on the OTCBBPink Open Market maintained by OTC Markets Group, or the OTC Pink, under the symbol “MSLP.OB”.“MSLP.” On July 9, 2013,May      , 2022, the last reported sale price of our common stock as reported on the OTC Pink was $      per share, which giving effect to a one for      reverse stock split of our common stock to be effected prior to or upon the effective date of our registration statement, equates to $      . As a result, we assumed a public offering price per share of $      . The assumed public offering price used throughout this prospectus has been included for illustration purposes only. The actual offering price may differ materially from the assumed price used in the prospectus and will be determined by negotiations between us and the representatives of the underwriters and may not be indicative of prices that will prevail in the trading market.

We have applied to list our common stock on The Nasdaq Capital Market under the OTC BB was $10.85symbol “MSLP,” which listing is a condition to this offering. No assurance can be given that our application will be approved.

The share and per share.

Our business and an investmentshare information in this prospectus reflects, other than in our securities involveFinancial Statements and the Notes thereto, a proposed reverse stock split of the authorized and outstanding common stock at an anticipated ratio of 1-for- to occur immediately following the effective date but prior to the closing of the offering.

Investing in our common stock involves a high degree of risk. See “RiskYou should carefully consider the risks and uncertainties described under the heading “Risk Factors” beginning on page 87 of this prospectus before making a decision to purchase our securities.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION (“SEC”) NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

We have granted the underwriters an option for a discussionperiod of      information that you should consider before investing indays to purchase up to              additional shares of our securities.Common Stock at the public offering price, less underwriting discounts and commissions.

NeitherThe underwriters expect to deliver the Securities and Exchange Commission nor any stateCompany’s securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.purchasers on or about        , 2022.

Roth Capital Partners

The date of this prospectus is July 15, 2013is_________, 2022.

TABLE OF CONTENTS

You should rely only on the information contained in this prospectus or in any free writing prospectus that we may specifically authorize to be delivered or made available to you. We have not authorized anyone to provide you with any information other than that contained in this prospectus or in any free writing prospectus we may authorize to be delivered or made available to you. We take no responsibility for,have not, and canthe underwriters have not, authorized anyone to provide no assurance as to the reliability of, any otheryou with additional information or information different from that others may give you. This prospectus may only be used where it is legal to offer and sell our securities. The informationcontained in this prospectus or in any free writing prospectus. Neither the delivery of this prospectus nor the sale of our securities means that the information contained in this prospectus or any free writing prospectus is accurate only as ofcorrect after the date of this prospectus regardless of the time of delivery of thisor such free writing prospectus. This prospectus or any sale of our securities. Our business, financial condition, results of operations and prospects may have changed since that date. We areis not making an offer to sell or the solicitation of thesean offer to buy our securities in any circumstances under which the offer or solicitation is unlawful or in any state or other jurisdiction where the offer is not permitted.

No person is authorized in connection with this prospectus to give any information or to make any representations about us, the securities offered hereby or any matter discussed in this prospectus, other than the information and representations contained in this prospectus. If any other information or representation is given or made, such information or representation may not be relied upon as having been authorized by us.

Neither we nor any of the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than the United States. You are required to inform yourself about, and to observe any restrictions relating to, this offering and the distribution of this prospectus.

We also use certain trademarks, trade names, and logos that have not been registered. We claim common law rights to these unregistered trademarks, trade names and logos.

PROSPECTUS SUMMARY

ThisThe following summary highlights selected information contained elsewhere in this prospectus and is qualified in its entirety by the more detailed information and financial statements included elsewhere in this prospectus. It does not contain all of the information that may be important to you should consider in makingand your investment decision. Before investing in our securities, youYou should carefully read this entire prospectus, including our financial statements and the related notes and the informationmatters set forth under the headings “Risk Factors” andFactors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in each caseOperations,” and our financial statements and related notes included elsewhere in this prospectus.

Unless otherwise stated or the In this prospectus, unless context requires otherwise, references in this prospectus to “we,” “us,” “our,” “MusclePharm”, the “Company”, “we”, “us”, or “our”“the Company” refer to MusclePharm Corporation

Overview

MusclePharm is a scientifically-driven, performance lifestyle company that develops, manufactures, markets and informationdistributes branded sports nutrition products and functional energy beverages. Since our incorporation in this prospectus gives effect2006, we have developed a comprehensive product portfolio, which has fueled the widespread recognition of our brands, MusclePharm and FitMiss. Today, these brands are sold in more than 100 countries globally, supported by our diversified and industry-leading distribution partners. We believe our strong international presence has allowed us to attract a larger and more engaged social audience than our competitive peers, Our global reach to a large and engaged customer base enables us to achieve The MusclePharm Promise of helping professional athletes and everyday active individuals reach their maximum potential with the most scientifically advanced, safe and nutritious sports supplementation products possible.

“The MusclePharm Promise” guides our endeavors to support the health of individuals and is comprised of three key pillars:

Our Products

Our product portfolio consists of two categories, sports nutrition and functional energy beverages, and targets a variety of fitness enthusiasts and professionals, as well as individuals who lead an active lifestyle.

Sports Nutrition

Functional Energy Beverages

Industry

Global Sports Nutrition

According to a 2021 analysis by Grand View Research, the global sports nutrition market is expected to experience double digit growth, growing at a compound annual growth rate (“CAGR”) of 10.9% from 2021 to 2028. A rise in demand is expected to stem from consumers’ increased focus on self-care, preventive medication and fitness. This heightened focus is particularly due to the 1-for-850 reverse stock splitrapidly growing number of individuals with diabetes and obesity that are at risk of serious illness from COVID-19. Given that our products are designed to enhance one’s health and fitness ability, we expect to benefit and capitalize on these attractive industry tailwinds.

Global Functional Beverages

According to a 2021 report by Fior Markets, the functional beverage market is expected to grow at a CAGR of 7.1% from 2021 to 2028. This growth is expected to stem from an increased demand for ready-to-drink beverages by consumers who seek to maintain their health despite their hectic, busy lifestyles. We believe this growth will be compounded even more by millennials’ strong preference for foods that are convenient and have diverse nutritional profiles. For these reasons, we anticipate that our newly introduced Combat Energy and FitMiss Women’s Complete Energy will experience increased demand, along with our On-The-Go product line.

Our Strengths

Consumer Awareness of Our Brands

According to Nutritionix.com, our Combat Protein Powder is the fourth best protein brand in the world, and Grand Review Research names MusclePharm as one of the top players in the North American sports nutrition market. For these reasons, we believe consumers have a strong appetite for our brand and products, which is exemplified by our large and engaged social media following. Widespread brand recognition as one of the safest, most trusted and reliable performance lifestyle companies is a strength we seek to maintain, as it allows for organic growth and fosters the adoption of new product innovations.

Strong Intellectual Property

We believe that protecting our intellectual property is crucial to the continued successful implementation of our common stock thatbusiness strategy and marketing our products. Therefore, our policy is to rigorously pursue registrations for all trademarks associated with our products. We have over 39 trademark applications in the United States, 29 of which are currently registered with the United States Patent and Trademark Office. Our registered trademarks include registrations of our house marks, as well as marks associated with our core product lines.

We also have filed for protection of various marks throughout the world and are committed to a significant long-term strategy to build and protect the MusclePharm and FitMiss brands globally. The “MusclePharm” and “FitMiss” marks have been granted final trademark registration effective in 10 countries, including the United States.

Asset Light Business Model

Through our asset light model, we effectedachieve low capital expenditures, which we believe is critical to the generation of high free cash flows, gross margin, and lower commodity pricing. Currently, we outsource all manufacturing, testing and bottling to third-parties, and despite challenges in 2020 due to COVID-19, we believe our asset light model will enable us to achieve strong results and profitability in future quarters. For these reasons, we believe our business is uniquely positioned for profitability, without sacrificing the support of our growth initiatives.

Growth Strategy

Product Innovation

We believe continued innovation in delivery techniques and ingredients, new product lines, and new products in existing lines is important to sustaining and creating new market opportunities, meeting consumer demand, and strengthening customer relationships. Over the last several years, we have launched several new products to meet changing consumer needs and to accelerate our growth. In 2021, we rolled out our functional energy beverages lines under the MusclePharm and FitMiss brands. With continued market expansion of functional beverages, coupled with consumers’ increased focus on November 26, 2012.ready-to-drink healthy alternatives, we expect our zero sugar and zero calorie energy drinks to benefit from these better-for-you industry tailwinds. Similarly, in 2019, we expanded our On-The-Go assortments with the introduction of gluten free and non-GMO protein products, along with new flavors of our award-winning Combat Crunch Protein Bars. These On-The-Go product assortments target a wide and growing audience, as consumers increasingly demand convenient and ready-to-eat snacks with healthy, diverse nutritional profiles. We continuously monitor market opportunities and consumer trends in order to strategically plan and execute future product innovations. We continue to drive innovation in our already popular protein powder line and in 2021 we launched a new and improved formula, delivering better taste and mixability in our two top selling products, Combat 100% Whey and Combat Protein powder.to To maintain strong demand for our functional energy beverages, we will closely monitor and evaluate customer feedback for future product innovations to sustain our leadership position in the beverage market.

Expand Sales in Current and New Channels

We currently distribute our products across all major global retail channels – Specialty, International and FDM. This, paired with our large e-commerce customers, allows us to reach every relevant market in the world. Due to the high competition within these channels, and the ever-changing customer trends, we have undertaken a number of initiatives to expand into new distribution channels, increase product trial, and amplify brand messaging.

As we continue to scale our functional energy beverages, we expect to increase our distribution points through Grocery and Convenience channels and expect product trial to increase, providing us with the opportunity to convert trial customers into loyal, repeat purchasers, and ultimately, consumers of our broader product categories. While these initiatives are targeted towards acquiring new, loyal customers, we plan to grow with existing customers through our established, industry-leading distribution partners in the Specialty, International, and FDM. Through increased store penetration and shelf-space, we believe we can grow sales of our functional energy beverages with existing customers by providing widespread accessibility. Given the importance we place on widespread accessibility, we also plan on advancing our e-commerce presence through strategic partnerships, which we believe will not only enhance sales among new and existing customers but also further the global reach of our brand and products.

Leverage Existing Brand Awareness for New Products

As we continue to execute our growth strategy and focus on core and new product innovations, we plan on leveraging our existing brand awareness to successfully penetrate domestic and international markets. We believe our established brand recognition, recurring customer base, and far reach will further advance the adoption of our products and growth. In the past, our passionate and loyal following has demonstrated a keen appetite for new MusclePharm products and we believe this will continue to play a vital role in the success of future product rollouts.

Recent Developments

Private Placement

As previously disclosed by MusclePharm Corporation (the “Company”) on a Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 9, 2022 (the “June 8-K”), as of June 3, 2022, the Company entered into an Amended and Restated Securities Purchase Agreement (the “Amended and Restated Securities Purchase Agreement”) with certain accredited and institutional investors, including certain investors from the Company’s October 2021 private offering of securities (the “October Offering”), which amends and restates the October 2021 Securities Purchase Agreement to, among other things, allow for the issuance of additional senior secured notes and warrants.

MusclePharm Corporation

Business Overview

MusclePharm Corporation was initially incorporated inPursuant to the State of NevadaAmended and Restated Securities Agreement, on August 4, 2006, under the name Tone in Twenty, for the purpose of engaging in the business of providing personal fitness training using isometric techniques (Tone in Twenty”).  Tone in Twenty was never able to raise the level of funding necessary to commence operations.  On February 18, 2010,June 10, 2022, the Company acquired allsold an aggregate of $3,081,875 in principal amount 20% Original Issue Discount Senior Secured Notes (the “June Notes”), resulting in gross proceeds to the issuedCompany of $2,465,500, exclusive of placement agent commission and outstanding equityfees and voting interests of Muscle Pharm, LLC, a Colorado limited liability company, in exchange for 26,000,000 pre-splitother offering expenses, and warrants (the “June Warrants”) to purchase up to 22,013,393 shares (the “Warrant Shares”) of the Company’s common stock.stock (the “June Offering”).

Subject to certain exceptions, the June Notes accrue no interest, mature six months after issuance, or December 10, 2022, and are secured by the same collateral that secured the notes issued in the October Offering (the “October Notes” and together with the June Notes, the “Notes”). The shares were issued pursuantJune Warrants are exercisable for five years from the date of issuance at an exercise price of $0.231 per share, subject to adjustment. If at any time following the six-month anniversary of the date of issuance of the June Warrants, a registration statement covering the resale of the Warrant Shares is not effective, the holders may exercise the June Warrants by means of a cashless exercise. The Company is prohibited from effecting an exercise of the June Warrants to the extent that, certain Securities Exchange Agreement, dated February 1, 2010 (the Securities Exchange Agreement”).  Asas a result of this transaction, Muscle Pharm, LLC became a wholly owned subsidiarysuch exercise, the holder together with the holder’s affiliates, would beneficially own more than 4.99% of the Company.  The 26,000,000 pre-split shares represented approximately 99.7% of the common stock outstanding following the closing of such transaction.  As part of such transaction, the Company’s former President sold his 366,662 pre-split shares to Muscle Pharm, LLC for $25,000 and these shares were then cancelled.

As part of the Securities Exchange Agreement, the Company agreed to seek shareholder approval of an amendment to the Company’s Articles of Incorporation changing the name of the Company to MusclePharm Corporation.”  This amendment was approved by a majority of the Company’s shareholders and the name change became effective on March 1, 2010.

MusclePharm currently manufactures and markets wide-ranging variety of high-quality sports nutrition products, including: Assault^TM , Battle Fuel^TM , Bullet Proof^TM , Combat^TM , SHRED Matrix®, and Re-con®.  These products are comprised of amino acids, herb, and proteins scientifically tested and proven as safe and effective for the overall health of athletes.  These nutritional supplements were created to enhance the effects of workouts, repair muscles, and nourish the body for optimal physical fitness.

Our Growth and Core Marketing Strategy

Our primary growth strategy is to:

Our Core Marketing Strategy

Our core marketing strategy is to brand MusclePharm as the “must have” fitness brand for workout enthusiasts and elite athletes. We seek to be known as The Athletes Company^® , run by athletes who create their products for other athletes, both professional and otherwise. We believe that our marketing mix of endorsers, sponsorships and providing sample products for our retail resellers to use is an optimal strategy to increase sales.

Recent Developments

Reverse Stock Split and Increase in Number of Authorized Shares of Common Stock

On November 26, 2012, we (i) effected a 1-for-850 reverse stock split of our common stock, including a proportionate reduction in the number of authorized shares of our common stock from 2.36 billion shares to 2.8 million shares of common stock, and (ii) amended our articles of incorporation to increase the number of authorized shares of common stock (post reverse stock split) from 2,941,177 to 100 million effective November 27, 2012. Unless otherwise indicated, all share and per share amounts in this document have been changed to give effect to the reverse stock split.

Conversion of Warrants into Common Stock

In late September 2012, we issued 512,675 shares of our common stock to several accredited investors pursuant to conversions of warrants to purchase an aggregate of 723,747 shares of our common stock. As a result of these warrant conversions and other extinguishments of derivative liabilities during the quarter ended September 30, 2012, our stockholders’ deficit decreased from $11,013,113 at June 30, 2012 to $7,297,593 at September 30, 2012 and our derivative liabilities decreased from $7,908,960 at June 30, 2012 to $24,889 at September 30, 2012. On December 5, 2012, we converted a warrant exercisable for 4,902 shares of common stock into 3,677 shares of our common stock. Thereafter, our derivative liability was reduced to approximately $300 as of December 5, 2012.

Registered Direct Offerings

On February 4, 2013, we completed the final closing of our registered direct offering of an aggregate of 1,500,000 shares of our Series D Convertible Preferred Stock, at a public offering price of $8.00 per share pursuant to an offering registered with the SEC. Each share of Series D Convertible Preferred Stock is convertible into two shares of common stock, subject to adjustment. Our net proceeds from the offering were approximately $10.8 million after placement agent discounts, and other offering expenses of $1.2 million. Net proceeds from this offering were used to reduce indebtedness and for other corporate purposes.

As of July 9, 2013, 1,355,000 Series D shares have been converted into 2,710,000 shares of the Company’s common stock and 145,000 shares of Series D preferred stock remain outstanding.

Private Placements of Common Stock

On March 26, 2013, the Company entered into subscription agreements with non-affiliated accredited investors foroutstanding immediately after giving effect to the issuance of 703,236 sharesthe Warrant Shares upon exercise of common stock pursuant to exemptions from registration under federal and state securities laws. The shares of common stock were sold for $8.50 per share. The gross proceeds to the Company of $6.0 million were reduced by commissions and issuance costs of $115,000. These shares of common stock are being registeredJune Warrants.

As previously disclosed in the registration statementJune 8-K, in connection with the closing of which this prospectus forms a part.the June Offering, the Company:

On May 3, 2013, the Company entered into a subscription agreement with one non-affiliated accredited investor for the issuance of 100,000 shares of common stock pursuant to exemptions from federal and state securities laws. The shares of common stock were sold for $8.50 per share. These shares of common stock are being registered in this registration statement of which this prospectus forms a part.

On June 3, 2013, the Company entered into a subscription agreement with one non-affiliated accreditor investor for the issuance of 150,000 shares of common stock pursuant to exemptions from registration under federal and state securities laws. The shares of common stock were sold for $10.00 per share. The gross proceeds of $1,500,000 were reduced by commissions and issuance costs of $75,000. Those shares of common stock are being registered in this registration statement of which this prospectus forms a part.

Selected Risks Associated Withwith Our Business

Our business is subject to numerousa number of risks describedof which you should be aware before making a decision to invest in our common shares. These risks are discussed more fully in the section entitled “Risk Factors” and elsewhere insection of this prospectus. You should carefully consider theseThese risks before making an investment. Some of these risks include: include the following:

Corporate InformationProposed Changes to Our Capital Structure

We were incorporated in Nevada on August 4, 2006, under the name “Tone in Twenty”. On February 18, 2010, Tone in Twenty acquired allplan to effect a 1-for-     reverse split of our outstanding shares of common stock prior to effectiveness of the registration statement of which this prospectus forms a part. No fractional shares will be issued in connection with the reverse stock split and all such fractional interests will be rounded up to the nearest whole number of shares of common stock. The conversion and/or exercise prices of our issued and outstanding equityconvertible securities, including shares issuable upon exercise of outstanding stock options and voting interestswarrants, and conversion of Muscle Pharm, LLC,our outstanding convertible notes will be adjusted accordingly. All information presented in this prospectus assumes a Colorado limited liability company, in exchange for 30,5891-for- reverse split of our outstanding shares of its common stock. As a result ofstock, and unless otherwise indicated, all such amounts and corresponding conversion price and/or exercise price data set forth in this transaction, Muscle Pharm, LLC became a wholly owned subsidiary of Tone in Twenty, and Tone in Twenty changed its nameprospectus have been adjusted to “MusclePharm Corporation.” give effect to the assumed reverse stock split.

Corporate Information

Our principal executive offices are located at 4721 Ironton Street, Building A, Denver, Colorado 802396728 W. Sunset Rd., Suite 130, Las Vegas, NV. We were incorporated in the State of Nevada on August 4, 2006. Our Internet addresses are www.musclepharm.com and our telephone number is (303) 396-6100. Our website address is http://www.musclepharm.com.www.musclepharmcorp.com. The information contained on our websites is not incorporated by reference herein. prospectus, and you should not consider any information contained on, or that can be accessed through, our website is notas part of this prospectus.prospectus or in deciding whether to purchase our common shares.

Summary of the Offering

THE OFFERING

Unless we indicate otherwise, all information inThe number of shares of common stock to be outstanding immediately after this prospectus:offering is based on 34,348,891 shares of common stock outstanding as of May 10, 2022 and excludes:

Except as otherwise indicated herein, all information in this prospectus reflects or assumes:

SUMMARY CONSOLIDATED FINANCIAL DATA

RISK FACTORS

The following selected financial information is derived from

Any investment in our common stock involves a high degree of risk. Before deciding whether to purchase our common stock, investors should carefully consider the Company’s Financial Statements appearing elsewhere in this Prospectus and should be read in conjunction with the Company’s Financial Statements, including the notes thereto, appearing elsewhere in this Prospectus. All share amounts and per share amounts reflect the completed 1-for-850 reverse stock split. The results indicatedrisks described below are not necessarily indicative of our future performance.

You should read this information together with the sections entitled “Capitalization”, “Management’s Discussion“Risk Factors” described in our most recent Annual Report on Form 10-K, which are incorporated herein by reference, as may be amended, supplemented or superseded from time to time by other reports we file with the SEC. Our business, financial condition, operating results and Analysisprospects are subject to the following material risks as well as those material risks incorporated by reference. Additional risks and uncertainties not presently foreseeable to us may also impair our business operations. If any of Financial Condition and Resultsthe following risks actually occurs, our business, financial condition or operating results could be materially adversely affected. In such case, the trading price of Operations”our common stock could decline, and our stockholders may lose all or part of their investment in the shares of our common stock.

Risks Related to Our Financial Position and Need for Capital

We will likely be required to raise additional financing to fund our operations.

We will likely be faced with the need to raise additional funds in the future. There can be no assurance that we will be able to obtain debt or equity financing on acceptable terms, or at all.

Our senior notes payable agreement contains covenants that limit our ability to incur additional debt and grant liens on assets.

Our senior notes payable contains restrictive covenants that limit our ability to, among other things, incur additional debt and grant liens on assets. If we fail to comply with the restrictions in this debt instrument, a default may allow the debtor to accelerate the debt and to exercise remedies under the agreement, which includes the right to declare the principal amount of that debt, together with accrued and unpaid interest and other related amounts, immediately due and payable, and to exercise any remedies he may have to foreclose on assets that are subject to liens securing that debt.

If the Company is unable to extend the Senior Notes or elects not to do so, the Company will be required to repay the Senior Notes through equity issuances, additional borrowings, cash flows from operations and/or other sources of liquidity.

Our convertible promissory note agreement that we have entered into with Mr. Drexler may limit our ability to, among other things, incur additional debt. If we fail to comply with the restrictions in this debt instruments, a default may allow the debtor to accelerate the related debt and to exercise his remedies under the agreement, which includes the right to declare the principal amount of that debt, together with accrued and unpaid interest and other related amounts, immediately due and payable, and to exercise any remedies he may have to foreclose on assets that are subject to liens securing that debt.

For additional details regarding our indebtedness, see Note 10 to the accompanying consolidated financial statementsstatements.

Risks Related to Our Business and related notes included elsewhereIndustry

Our industry is highly competitive, and our failure to compete effectively could adversely affect our market share, financial condition, and future growth.

The sports nutrition market is highly competitive with respect to:

Many of our competitors are larger, more established companies and possess greater financial strength and other resources than we have. We face competition in this prospectus.the supplement market from a number of large nationally known manufacturers, private label brands and many smaller manufacturers.

Summary of Statements of Operations 

Our industry is highly regulated. We may in the future incur increased compliance costs and/or incur substantial judgments, fines, legal fees, and other costs.

The manufacturing, packaging, labeling, advertising, distribution, storage and sale of our products are regulated by various federal, state, and local agencies as well as those of each foreign country to which we distribute. Our compliance costs may increase in the future, and those increases could be material. In addition, governmental authorities may commence regulatory or legal proceedings, which could restrict the permissible scope of our product claims or the ability to manufacture and sell our products in the future. For example, the FDA regulates our products to ensure that the products are not adulterated or misbranded. Failure to comply with FDA requirements may result in, among other things, warning or untitled letters, injunctions, product withdrawals, recalls, product seizures, fines, and criminal proceedings.

Our advertising is subject to regulation by the FTC under the Federal Trade Commission Act. In recent years, the FTC has initiated numerous investigations of dietary supplement and weight loss products and companies. Additionally, some states also permit advertising and labeling laws to be enforced by private attorney generals, who may seek relief for consumers, seek class action certifications, seek class wide damages, and product recalls. Any of these types of actions could have a material adverse effect on our business, financial condition, and results of operations.

We have a history of losses from operations, there is uncertainty as to when we may become consistently profitable, and our current indebtedness may limit our operating flexibility, which raise substantial doubt about the Company’s ability to continue as a going concern.

We have historically incurred significant losses and experienced negative cash flows since inception. As of March 31, 2022, we had cash of $0.5 million, a working capital deficit of $36.3 million, a stockholders’ deficit of $38.1 million and an accumulated deficit of $211.8 million resulting from recurring losses from operations. As a result of a history of losses and financial condition, there is substantial doubt about our ability to continue as a going concern.

As a result of our history of losses and financial condition, there is doubt about our ability to continue as a going concern. The ability to continue as a going concern is dependent upon us maintaining profitable operations in the future and/or obtaining the necessary financing to meet our obligations and repay our liabilities when they come due. On an ongoing basis, management evaluates strategies to obtain financing required to fund our expenses and achieve a level of revenue adequate to support our current cost structure. There is no assurance that we will be able to obtain additional financing on acceptable terms or at all, or to generate an adequate level of revenues.

Our indebtedness, and history of losses, could have important consequences to us. For example, it could:

RISK FACTORSIn addition, our ability to pay or refinance our debt depends on our successful financial and operating performance, cash flows and capital resources, which in turn depend upon prevailing economic conditions and certain financial, business and other factors, many of which are beyond our control. These factors include, among others:

Any investmentIf our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay operating or capital expenditures, sell material assets or operations, seek to obtain additional capital, or restructure our debt.

We may incur additional indebtedness in our securities involves a high degreethe future. Our incurrence of risk. Investors should carefully consideradditional indebtedness would intensify the risks described belowabove.

Our operating results may fluctuate, which makes them difficult to predict and allthey may fall short of expectations.

Our operating results may fluctuate due to a number of factors, many of which are outside of our control. As a result, comparing our operating results on a period-to-period basis may not be meaningful, and you should not rely on our past results as an indication of our future performance. Our quarterly, year-to-date, and annual expenses as a percentage of our revenues may differ significantly from our historical or projected rates. Our operating results in future quarters may not meet expectations.

Each of the information containedfollowing factors, as well as others, may affect our operating results:

Because our business is changing and evolving, our historical operating results may not be useful to you in this prospectus before deciding whetherpredicting our future operating results.

If we are unable to purchaseretain key management personnel or hire qualified personnel, our securities.ability to manage our business effectively and grow could be negatively impacted.

Over the last few years, the Company has had significant employee turnover. Our future success depends in part on our ability to identify, hire, develop, motivate and retain key skilled management personnel and employees for all areas of our organization, particularly sales and marketing. Competition in our industry for qualified employees has been intense. The loss or limitation of the services of any of our key management employees, including as a result of illness, or our inability to hire qualified employees could have a material adverse effect on our business, financial condition and results of operations could be materially adversely affected by these risks if any of them actually occur. This prospectus also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks we face as described below and elsewhere in this prospectus.operations.

Risks Related to Our Business and Industry

Our business and operations are experiencing rapid growth. If we fail to effectively manage our growth, our business and operating results could be harmed.

We have experienced and expect to continue to experience rapid growthGrowth in our operations, which has placed, andbusiness will continue to place significant demands on our management, and our operational and financial infrastructure. If we do not effectively manage our growth, we may fail to attain operational efficiencies we are seeking, timely deliver products to our customers in sufficient volume or the quality of our products could suffer, which could negatively affect our operating results. To effectively manage this growth, we expect we will need to hire additional persons, particularly in sales and marketing, andthat we will need to continue to improve significantly our operational, financial and management controls and our reporting systems and procedures. TheseTo accomplish these objectives, we may need to hire additional employees, make certain enhancements to our technology systems, enhancements and improvements will require significantmake capital expenditures, and utilize management resources. Failure to implement these proposed growth objectives would likely hurtmeasures could have a material adverse effect on our ability to manage our growthbusiness, financial condition and our financial position.results of operations.

As of April 10, 2013, management has taken over the shipping of most product, other than drop shipments,

Risks Related to our Products, Manufacturing, the Markets in Which We Operated and Other External Risks

We rely on a limited number of customers fromfor a substantial portion of our 152,000 square footsales, and the loss of or material reduction in purchase volume by any of these customers would adversely affect our sales and operating results.

During the three months ended March 31, 2022, we had three customers who individually accounted for 59%, 13%, and 12% of our net revenue, and two customers that individually accounted for 59% and 17% of accounts receivable. During the three months ended March 31, 2021, we had three customers who individually accounted for 28%, 17% and 14% of our net revenue, and two customers that individually accounted for 32% and 21% of accounts receivable.

The Company’s retail customers have been and may continue to be affected by outbreaks of disease, such as epidemics or pandemics, including the ongoing COVID-19 pandemic.

The Company’s retail customers have been and continue to be affected by the ongoing global COVID-19 pandemic and the resulting volatility and uncertainty it has caused in the U.S. and international markets. Store closures and social distancing have adversely impacted the Company’s sales to retailers. The COVID-19 pandemic also has the potential to significantly impact our supply chain if the facilities of our third- party manufacturers, the distribution centercenters where our inventory is managed or the operations of our logistics and other service providers are disrupted, temporarily closed or experience worker shortages. We may also see disruptions or delays in Franklin, Tennessee. We have hiredshipments of certain materials or products.

As a warehouse manager, and relocated two shipping logistic individuals from our Denver, Colorado office to manage shipping. We also hired several local warehouse individuals to manage this process. We believe this efficiency will improve our shipping time and reduce our overall costresult of goods sold.

Additionally,the ongoing COVID-19 outbreak, the Company has hired six new salestransitioned most of its workforce to a remote working model, which may result in the Company experiencing lower work efficiency and marketing individualsproductivity, which in turn may adversely affect the Company’s business. As Company employees work from home and access the Company’s system remotely, the Company may be subject to continueheightened security risks, including the expansion and growthrisks of sales. The finance team has added four new staff members and our boardcyberattacks. Additionally, if any of directors appointedthe Company’s key management or other employees are unable to perform his or her duties for a new Chief Financial Officer on July 1, 2012. New controls and procedures have been implemented over sales orders and discountingperiod of time, including as well as newthe result of illness, the Company’s results of operations or financial controls, budgeting processes, daily and monthly monitoring reports along with dashboard reporting for aiding management in making good decisions.condition could be adversely affected.

The Company has appointed a five member Boardcannot reasonably estimate the length or severity of Directors, three of which are independent by the board. The Company has also appointed an audit committee, and compensation committee. Regular board meetings are held and task lists are reviewed and checked off with members of outside counselCOVID-19 pandemic or the related responses, or the extent to mitigate issues and promote further improvements around internal controls and reporting which the Company believes is much improved but not yet complete.disruption may materially impact the Company’s business, consolidated financial position, consolidated results of operations or consolidated cash flows.

Our failure to respond appropriately to competitive challenges, changing consumer preferences and demand for new products could significantly harm our customer relationships and product sales.

The nutritional sports supplement industrynutrition market is characterized by intense competition for product offeringsvery competitive, and the range of products is diverse and subject to rapid and frequent changes in consumer demand. Our failure to accurately predict accurately product trends could negatively impact our productsresults and cause our revenues to decline.

Our success with any particular product offering (whether new or existing) depends upon a number of factors, including our ability to:

ProductsFurthermore, products often have to be promoted heavily in stores or in the media to obtain visibility and consumer acceptance. Acquiring distribution for products is difficult and often expensive due to slotting and other promotional charges mandated by retailers. Products can take substantial periods of time to develop consumer awareness, consumer acceptance and sales volume. Accordingly, some products may fail to gain or maintain sufficient sales volume and as a result may have to be discontinued. In a highly competitive marketplace, it may be difficult to have retailersretailer’s open stock-keeping units (sku’s)SKU’s for new products.

Our management has determined that certain disclosure controls and procedures may be ineffective, even though they have been improved upon, which could result in material misstatements in our financial statements.

Our management is responsible for establishing and maintaining adequate internal control over our financial reporting, as defined in Rule 13a-15(f) under the Exchange Act. As of December 31, 2012, our management determined that some of our disclosure controls and procedures were ineffective due to weaknesses in our financial closing process.

We intend to implement remedial measures designed to address the ineffectiveness of our disclosure controls and procedures, such as hiring several individuals with significant accounting, auditing and financial reporting experience and segregating our internal and external financial reporting among our larger financing and accounting staff, implementing more specific segregation of our accounting software and providing historical information more timely, such as monthly budgeting analysis and cash reporting. We have also adopted and implemented written procedures to document purchase orders, product discounts and product transition flow as well as analysis of our cost of goods sold. If these remedial measures are insufficient to address the ineffectiveness of our disclosure controls and procedures, or if material weaknesses or significant deficiencies in our internal control are discovered or occur in the future and the ineffectiveness of our disclosure controls and procedures continues, we may fail to meet our future reporting obligations on a timely basis, our consolidated financial statements may contain material misstatements, we could be required to restate our prior period financial results, our operating results may be harmed, we may be subject to class action litigation, and if we gain a listing on a stock exchange, our common stock could be delisted from that exchange. Any failure to address the ineffectiveness of our disclosure controls and procedures could also adversely affect the results of the periodic management evaluations regarding the effectiveness of our internal control over financial reporting and our disclosure controls and procedures that are required to be included in our annual report on Form 10-K. Internal control deficiencies and ineffective disclosure controls and procedures could also cause investors to lose confidence in our reported financial information. We can give no assurance that the measures we plan to take in the future will remediate the ineffectiveness of our disclosure controls and procedures or that any material weaknesses or restatements of financial results will not arise in the future due to a failure to implement and maintain adequate internal control over financial reporting or adequate disclosure controls and procedures or circumvention of these controls. In addition, even if we are successful in strengthening our controls and procedures, in the future those controls and procedures may not be adequate to prevent or identify irregularities or errors or to facilitate the fair presentation of our consolidated financial statements.

If we fail to comply with the rules under the Sarbanes-Oxley Act of 2002 related to disclosure controls and procedures, or, if we discover material weaknesses and other deficiencies in our internal control and accounting procedures, our stock price could decline significantly and raising capital could be more difficult.

If we fail to comply with the rules under the Sarbanes-Oxley Act of 2002 related to disclosure controls and procedures, or, if we discover additional material weaknesses and other deficiencies in our internal control and accounting procedures, our stock price could decline significantly and raising capital could be more difficult. Moreover, effective internal controls are necessary for us to produce reliable financial reports and are important to helping prevent financial fraud. If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock could drop significantly. In addition, we cannot be certain that additional material weaknesses or significant deficiencies in our internal controls will not be discovered in the future.

Our industry is highly competitive, and our failure to compete effectively could adversely affect our market share, financial condition and future growth.

The nutritional supplement industry is highly competitive with respect to:

Most of our competitors are larger more established and possess greater financial, personnel, distribution and other resources than we have. We face competition in the health food channel from a limited number of large nationally known manufacturers, private label brands and many smaller manufacturers of dietary supplements.

We rely on a limited number of customers for a substantial portion of our sales, and the loss of or material reduction in purchase volume by any of these customers would adversely affect our sales and operating results.

For the year ended December 31, 2012, two of our customers accounted for an aggregate of approximately 45% of our sales. Our largest customer for the year ended December 31, 2012, accounted for 33% of our sales. For the year ended December 31, 2011, two customers accounted for approximately 55% of our sales and our largest customer represented 41% of our sales.

For the three months ended March 31, 2013, two of our customers accounted for an aggregate of approximately 46% of our sales. Our largest customer for the three months ended March 31, 2013, accounted for 35% of our sales. For the three months ended March 31, 2012, two of our customers accounted for an aggregate of approximately 56% of our sales. Our largest customer for the three months ended March 31, 2012, accounted for 38% of our sales.

The loss of any of our major customers, a significant reduction in purchases by any major customer, or, any serious financial difficulty of a major customer, could have a material adverse effect on our sales and results of operations.

Adverse publicity or consumer perception of our products and any similar products distributed by others could harm our reputation and adversely affect our sales and revenues.sales.

We believe we are highly dependent upon positive consumer perceptions of the safety and quality of our products as well as similar products distributed by other sports nutrition supplement companies. Consumer perception of sports nutrition supplements and our products in particular can be substantially influenced by scientific research or findings, national media attention and other publicity about product use.

Adverse publicity from these sources regarding the safety, quality, or efficacy of our products or nutritional supplements and our products could seriously harm our reputation and results of operations. The mere publication of news articles or reports asserting that such products may be harmful or questioning their efficacy could have a material adverse effect on our business, financial condition, and results of operations, regardless of whether such news articles or reports are scientifically supported or whether the claimed harmful effects would be present at the dosages recommended for such products.

We rely on highly skilled personnel and, if we are unable to retain or motivate key personnel, hire qualified personnel, we may not be able to grow effectively.

Our performance largely depends on the talents and efforts of highly skilled individuals. Our future success depends on our continuing ability to identify, hire, develop, motivate and retain highly skilled personnel for all areas of our organization, particularly sales and marketing. Competition in our industry for qualified employees is intense. In addition, our compensation arrangements, such as our bonus programs, may not always be successful in attracting new employees or retaining and motivating our existing employees. Our continued ability to compete effectively depends on our ability to attract new employees and to retain and motivate our existing employees.

If we are unable to retain key personnel, our ability to manage our business effectively and continue our growth could be negatively impacted.

Our management employees include Brad J. Pyatt, L. Gary Davis, John H. Bluher, Richard Estalella, Jeremy R. DeLuca and Cory J. Gregory. These key management employees are primarily responsible for our day-to-day operations, and we believe our success depends in large part on our ability to retain them and to continue to attract additional qualified individuals to our management team. Currently, we have executed employment agreements with our key management employees. The loss or limitation of the services of any of our key management employees or the inability to attract additional qualified personnel could have a material adverse effect on our business and results of operations.

Our operating results may fluctuate, which makes our results difficult to predict and could cause our results to fall short of expectations.

Our operating results may fluctuate as a result of a number of factors, many of which may be outside of our control. As a result, comparing our operating results on a period-to-period basis may not be meaningful, and you should not rely on our past results as an indication of our future performance. Our quarterly, year-to-date, and annual expenses as a percentage of our revenues may differ significantly from our historical or projected rates. Our operating results in future quarters may fall below expectations. Each of the following factors may affect our operating results:

Because our business is changing and evolving, our historical operating results may not be useful to you in predicting our future operating results.

The continuing effects of the most recent global economic crisis may impact our business, operating results, or financial condition.

The global economic crisis that began in 2008 has caused disruptions and extreme volatility in global financial markets and increased rates of default and bankruptcy, and has impacted levels of consumer spending. These macroeconomic developments could negatively affect our business, operating results, and financial condition. For example, if consumer spending decreases, this may result in lower sales.

We may be exposed to material product liability claims, which could increase our costs and adversely affect our reputation and business.

As a marketer and distributor of products designed for human consumption, we could be subject to product liability claims if the use of our products is alleged to have resulted in injury.injury or undesired results. Our products consist of vitamins, minerals, herbs, and other ingredients that are classified as dietary supplements and in most cases are not subject to pre-market regulatory approval in the United States or internationally. Previously unknown adverse reactions resulting from human consumption of these ingredients could occur.

We have not had any significant product liability claims filed against us but, in the future, we may be subject to various product liability claims, including among othersdue to tampering by unauthorized third parties, product contamination, and claims that our products had inadequate instructions for use, or inadequate warnings concerning possible side effects and interactions with other substances. The cost of defense can be substantially higher than the cost of settlement even when claims are without merit. The high cost to defend or settle product liability claims could have a material adverse effect on our business, financial condition and operating results.results of operations, and our insurance, if any, may not be adequate.

In addition, the perception of our products resulting from a product liability claim also could have a material adverse effect on our business, financial condition and results of operations.

Our insurance coverage or third partythird-party indemnification rights may not be sufficient to cover our legal claims or other losses that we may incur in the future.

We maintain insurance includingat what we believe are adequate levels for property, general product liability, product recall, director’s and productofficer’s liability, and workers’ compensation to protect ourselves against potential loss exposures. In the future, insurance coverage may not be available at adequate levels or on adequate terms to cover potential losses, including on terms that meet our customer’s or manufacturer’s requirements. If insurance coverage is inadequate or unavailable, we may face claims that exceed coverage limits or that are not covered, which could increase our costs and adversely affect our operating results.

Our intellectual property rightsChanges in the economies of the markets in which we do business may affect consumer demand for our products.

Consumer spending habits, including spending for our products, are valuable,affected by, among other things, prevailing economic conditions, levels of employment, fuel prices, changes in exchange rates, salaries and any inability to protect them could reducewages, the valueavailability of consumer credit, consumer confidence and consumer perception of economic conditions. Economic slowdowns in the markets in which we do business and an uncertain economic outlook may adversely affect consumer spending habits, which may result in lower sales of our products and brand.in future periods.

WeIn April 2020, we experienced a slowdown in sales to our retail customers, including our largest customer. While this decline was primarily offset by growth in our largest online customer, there can be no assurances that such growth will continue, or that we will have invested significantthe financial resources to protect our brands and intellectual property rights. However, we may be unableproduce the additional quantities required by this customer. A prolonged global or unwilling to strictly enforce our intellectual property rights, including our trademarks, from infringement. Our failure to enforce our intellectual property rightsregional economic downturn could diminish the value of our brands and product offerings and harmhave a material negative impact on our business, financial condition, results of operations and future growth prospects.cash flows.

We may be subject to intellectual property rights claims, which are costly to defend, could require us to pay damages and could limit our ability to sell some of our products.

Our industry is characterized by vigorous pursuit and protection of intellectual property rights, which has resulted in protracted and expensive litigation for several companies. Third parties may assert claims of misappropriation of trade secrets or infringement of intellectual property rights against us or against our end customers or partners for which we may be liable.

As our business expands, the number of products and competitors in our markets increases and product overlaps occur, infringement claims may increase in number and significance. Intellectual property lawsuits are subject to inherent uncertainties due to the complexity of the technical issues involved, and we cannot be certain that we would be successful in defending ourselves against intellectual property claims. Further, many potential litigants have the capability to dedicate substantially greater resources than we can to enforce their intellectual property rights and to defend claims that may be brought against them. Furthermore, a successful claimant could secure a judgment that requires us to pay substantial damages or prevents us from distributing products or performing certain services.

An increase in productProduct returns could negatively impact our operating results and profitability.

We permit the return of damaged or defective products and accept limited amounts of product returns in certain instances. While such returns from established customers have historically been nominal and within management’s expectations and the provisions established, future return rates may differ from those experienced in the past. Any significant increase in damaged or defective products or expectedaccepted returns could have a material adverse effect on our operating results for the period or periods in which such returns materialize.

We have no manufacturing capacity and anticipate continued reliancerely on third-party manufacturers for the development and commercializationproduction of our products.

We do not currently operate manufacturing facilities for production of our products. We lack the resources and the capabilities to manufacture our products on a commercial scale. We do not intend to develop facilities for the manufacture of products in the foreseeable future. We rely on third-party manufacturers to produce bulk products required to meet our sales needs. Wequality and market needs, and plan to continue to rely upondo so. If our contract manufacturers fail to manufacture commercial quantities of our products.

Our contract manufacturers’ failure to achieve and maintain high manufacturing standards in accordance with applicable regulatory requirements, or the incidence of manufacturing errors,and processes, it could result in consumer injury or death, product shortages, product recalls or withdrawals, delays or failures in product testing or delivery, cost overruns or other problems that could seriously harm our business. Contract manufacturers often encounter difficulties involving production yields, quality control and quality assurance, as well as shortages of qualified personnel. Our existing manufacturers and any future contract manufacturers may not perform as agreed or may not remain in the contract manufacturing business. In the event of a natural disaster or business failure, strike or other difficulty,including due to bankruptcy of a contract manufacturer, we may not be unableable to replacesecure a third-party manufacturer in a timely manner and the productionreplacement of our products would be interrupted, resultingon a timely or cost-effective basis, which could result in delays, additional costs and reduced revenues. Additionally, our third-party manufacturers have been and may continue to be negatively affected by the ongoing COVID-19 pandemic.

A shortage in the supply of key raw materials or price increases could increase our costs or adversely affect our sales and revenues.sales.

All of our raw materials for our products are obtained from third-party suppliers. Since all of the ingredients in our products are commonly used, we have not experienced any shortages or delays in obtaining raw materials. If circumstances changed,change, shortages could result in materially higher raw material prices or adversely affect our ability to have a product manufactured. Prices for our raw materials can and do fluctuate. Price increases from a supplier would directly affect our profitability if we are not able to pass price increases on to customers. Our inability to obtain adequate supplies of raw materials in a timely manner or a material increase in the price of our raw materials could have a material adverse effect on our business, financial condition and results of operations. Additionally, our third-party suppliers have been and may continue to be negatively affected by the ongoing COVID-19 pandemic.

Risks Related to our Intellectual Property

Our intellectual property rights are valuable, and any inability to protect them could reduce the value of our products and brand.

We have invested significant resources to protect our brands and trademarks. However, we may be unable or unwilling to strictly enforce our intellectual property rights, including our brands and trademarks, from infringement. Our failure to enforce our intellectual property rights could diminish the value of our brands and product offerings and harm our business and future growth prospects.

BecauseWe may be subject to intellectual property rights claims, which are costly to defend, could require us to pay damages and could limit our ability to sell some of our products.

Our industry is characterized by vigorous pursuit and protection of intellectual property rights, which has resulted in protracted and expensive litigation for several companies. Third parties may assert claims of misappropriation of trade secrets or infringement of intellectual property rights against us or against our end customers or partners for which we may be liable. Intellectual property lawsuits are subject to numerous laws and regulations,inherent uncertainties due to the complexity of the technical issues involved, and we cannot be certain that we would be successful in defending ourselves against intellectual property claims.

Further, many potential litigants have the capability to dedicate substantially greater resources than we can to enforce their intellectual property rights and to defend claims that may become involved in litigationbe brought against them. Furthermore, a successful claimant could secure a judgment that requires us to pay substantial damages or prevents us from timedistributing products or performing certain services.

Risks Related to time, we could incur substantial judgments, fines, legal fees and other costs.Our Capital Stock

Our industry is highly regulated. The manufacture, labeling and advertising for our products are regulated by various federal, state and local agencies as well as those of each foreign country to which we distribute. These governmental authorities may commence regulatory or legal proceedings, which could restrict the permissible scope of our product claims orMr. Drexler’s stock ownership gives him the ability to manufacturesubstantially influence the strategic direction of the Company and sell our products into direct the future. The U.S. Food and Drug Administration, or FDA, regulates our products to ensure that the products are not adulterated or misbranded. Failure to comply with FDA requirements may result in, among other things, injunctions, product withdrawals, recalls, product seizures, fines and criminal prosecutions. Our advertising is subject to regulation by the Federal Trade Commission, or FTC, under the Federal Trade Commission Act. In recent years the FTC has initiated numerous investigationsoutcome of dietary supplement and weight loss products and companies. Additionally, some states also permit advertising and labeling laws to be enforced by private attorney generals, who may seek relief for consumers, seek class action certifications, seek class wide damages and product recalls of products sold by us. Any of these types of adverse actions against us by governmental authorities or private litigants could have a material adverse effect on our business, financial condition and results of operations.

A member of our management team has been involved in a bankruptcy proceeding and other failed business ventures that may expose us to assertions that we are not able to effectively manage our business, which could have a material adverse effect on our business and your investment in our securities.

Our chief executive officer and co-chairman of our board of directors, Brad J. Pyatt, has been involved in a personal bankruptcy and other failed business ventures. This may expose us to assertions by others that our management team may not know how to effectively run a business. To address this risk, our board of directors has devoted significant time and energy to bolstering our management team with individuals who have public company experience and financial expertise, as well as adding independent board members. Notwithstanding these efforts, if our business partners and investors do not have confidence in our management team, it could have a material adverse effect on our business and your investment in our company.

Because certain of our stockholders control a significant number of shares of our common stock, they may have effective control over actionsmatters requiring stockholder approval.

AsMr. Ryan Drexler, our Chairman of July 9, 2013, our directors, executive officers,the Board and their respective affiliates, beneficially ownChief Executive Officer, owns approximately 19.45%49.2% of our outstanding shares of common stock. Also, two of our executive officers own 51 shares of our Series B Preferred Stock, which has voting control of the Company. As a result, these stockholders, acting together, would haveMr. Drexler is able to substantially influence the ability to controlstrategic direction of the Company and the outcome of matters submitted torequiring approval by our stockholders for approval, includingstockholders. Mr. Drexler’s interests may not be, at all times, the election of directors and any merger, consolidation or sale of all or substantially allsame as those of our assets. In addition, theseother stockholders, acting together, would have the ability toand his control the management and affairs ofmay delay, deter or prevent acts that may be favored by our company. Accordingly, this concentration of ownership might harm the market price of our common stock by:other stockholders.

The conversion reset provision relating to our Series D Preferred Stock could result in difficulty for us to obtain future equity financing.

Because the conversion price reset provisions relating to our Series D Preferred Stock discussed above are so significant and to the potential detriment of common stockholders, it may make it more difficult for us to raise any future equity capital. This potential difficulty should be reviewed in light of our existing levels of little capital and significant working capital deficit. As of July 9, 2013 approximately 90% of the preferred stock issued in the Series D offering has been converted to common stock, greatly reducing this risk.

We may, in the future, issue additional shares of common stock and/or preferred stock, which would reduce investors’ percent of ownership and may dilute our share value.

Our articles of incorporation, as amended, authorize the issuance of 100,000,000 shares of common stock and 10,000,000 shares of preferred stock,stock. As of which (i) 5,000,000 shares have been designated as Series A Convertible Preferred Stock, (ii) 51 shares have been designated as Series B Preferred Stock, (iii) 500 shares have been designated as Series C Convertible Preferred Stock and (iv) 1,600,000 shares have been designated as Series D Convertible Preferred Stock. The articles of incorporation authorize our board of directors to prescribe the series and the voting powers, designations, preferences, limitations, restrictions and relative rights of any undesignatedMay 10, 2022, 34,348,891 shares of our common stock were outstanding, and we did not have any outstanding shares of preferred stock. As of May 10, 2022, 34,348,891 shares of our common stock were outstanding. The future issuance of common stock and preferred stock may result in substantial dilution in the percentage of our common stock held by our then existing stockholders. We may value any common stock or preferred stock issued in the future on an arbitrary basis. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors and might have an adverse effect on any trading market for our common stock.

We may issue additional shares of preferred stock in the future that may adversely impact your rights as holders of our common stock.

Our articles of incorporation, as amended, authorize us to issue shares of preferred stock in various series. Currently, we have 51 shares of Series B Preferred Stock issued and outstanding, which shares have voting control of the Company. Each share of our Series A Preferred Stock is convertible into 200 shares of our common stock although no shares of this series are outstanding. Each shares of our Series D Convertible Preferred Stock is convertible into two shares of our common stock. In addition, our board of directorsBoard has the authority to fix and determine the relative rights and preferences of our authorized but undesignated preferred stock, as well as the authority to issue shares of such preferred stock, without further stockholder approval. As a result, our board of directorsBoard could authorize the issuance of a series of preferred stock that would grant to holders preferred rights to our assets upon liquidation, the right to receive dividends before dividends are declared to holders of our common stock, and the right to the redemption of such preferred stock, together with a premium, prior to the redemption of the common stock.

To the extent that we do issue such additional shares of preferred stock, your rights as holders of common stock could be impaired thereby, including, without limitation, dilution of your ownership interests in us. In addition, shares of preferred stock could be issued with terms calculated to delay or prevent a change in control or make removal of management more difficult, which may not be in your interest as a holder of common stock.

Our common stock is quoted on the OTCBBOTC Markets, which may have an unfavorable impact on our stock price and liquidity.

Our common stock is quoted on the OTCBB. The OTCBB is a significantly more limited market thanOTC Pink Tier, an automated quotation service operated by OTC Markets Group, Inc under the New York Stock Exchange or the NASDAQ Stock Market.symbol “MSLP.” The quotation of our shares on the OTCBBOTC may result in a less liquid market available for existing and potential stockholders to trade shares of our common stock, in part because of the inability or unwillingness of certain investors to acquire shares of common stock not traded on a national securities exchange and could depress the trading price of our common stock and could have a long-term adverse impact on our ability to raise capital in the future.

A DTC “Chill” on the electronic clearingOur share price has been and may continue to be volatile.

The market price of tradesour common shares is subject to significant fluctuations in response to a multitude of factors, including variations in our securitiesquarterly operating results and financial condition. Factors other than our financial results that may affect our share price include, but are not limited to, market expectations of our performance, market perception of our industry, the activities of our managers, customers, and investors, and the level of perceived growth in the future may affectindustry in which we participate, general trends in the liquiditymarkets for our products, general economic business and political conditions in the countries and regions in which we conduct our business, and changes in government regulation affecting our business, many of which are not within our control. In addition, like many companies of our stock and our ability to raise capital.

Because our common stock is considered a “penny stock,” there is a risk that the Depository Trust Company (DTC) may place a “chill” on the electronic clearing of trades in our securities. This may lead some brokerage firms to be unwilling to accept certificates and/or electronic deposits ofsize with low trading volume, our stock price may fluctuate significantly for reasons unrelated to our business.

Market and other securitieseconomic conditions may negatively impact our business, financial condition and also someshare price.

Concerns over inflation, energy costs, geopolitical issues, the U.S. mortgage market and a declining real estate market, unstable global credit markets and financial conditions, and volatile oil prices have led to periods of significant economic instability, diminished liquidity and credit availability, declines in consumer confidence and discretionary spending, diminished expectations for the global economy and expectations of slower global economic growth going forward, increased unemployment rates, and increased credit defaults in recent years. Our general business strategy may be adversely affected by any such economic downturns, volatile business environments and continued unstable or unpredictable economic and market conditions. If these conditions continue to deteriorate or do not accept trades in our securities altogether. In the past, DTC has placed a deposit chill on our shares, and although the chill is currently removed, no assurance can be given that a chill will not be reinstated in the future. A future DTC chill would affect the liquidity of our securities andimprove, it may make itany necessary debt or equity financing more difficult to purchase or sell our securitiescomplete, more costly, and more dilutive. Failure to secure any necessary financing in the open market. It may alsoa timely manner and on favorable terms could have ana material adverse effect on our abilitygrowth strategy, financial performance, and share price and could require us to delay or abandon development or commercialization plans.

Future sales and issuances of our securities could result in additional dilution of the percentage ownership of our stockholders and could cause our share price to fall.

We expect that significant additional capital will be needed in the future to continue our planned operations, including research and development, increased marketing, hiring new personnel, commercializing our products, and continuing activities as an operating public company. To the extent we raise additional capital becauseby issuing equity securities, our stockholders may experience substantial dilution. We may sell common stock, convertible securities or other equity securities in one or more transactions at prices and in a manner we determine from time to time. If we sell common stock, convertible securities or other equity securities in more than one transaction, investors may be unablematerially diluted by subsequent sales. Such sales may also result in material dilution to easily resell our existing stockholders, and new investors could gain rights superior to our existing stockholders.

We may be at risk of securities intoclass action litigation.

We may be at risk of securities class action litigation. In the market.past, biotechnology and pharmaceutical companies have experienced significant stock price volatility, particularly when associated with binary events such as clinical trials and product approvals. If we face such litigation, it could result in substantial costs and a diversion of management’s attention and resources, which could harm our business and results in a decline in the market price of our common stock.

Financial reporting obligations of being a public company in the United States are expensive and time-consuming, and our management will be required to devote substantial time to compliance matters.

As a publicly traded company we incur significant legal, accounting and other expenses. The obligations of being a public company in the United States require significant expenditures and places significant demands on our management and other personnel, including costs resulting from public company reporting obligations under the Exchange Act and the rules and regulations regarding corporate governance practices, including those under the Sarbanes-Oxley Act of 2002, as amended (“Sarbanes-Oxley”) and the Dodd-Frank Wall Street Reform and Consumer Protection Act. These rules require the establishment and maintenance of effective disclosure and financial controls and procedures, internal control over financial reporting and changes in corporate governance practices, among many other complex rules that are often difficult to implement, monitor and maintain compliance with. Our inabilitymanagement and other personnel will need to raise capitaldevote a substantial amount of time to ensure that we comply with all of these requirements and to keep pace with new regulations, otherwise we may fall out of compliance and risk becoming subject to litigation among other potential problems.

We have ongoing material weaknesses and may in the future fail to maintain effective systems of internal control over financial reporting and disclosure controls and procedures, any of which could, among other things, result in significant additional costs being incurred, cause a loss of confidence in our financial reporting, and adversely affect the trading price of our common stock.

We have concluded that our internal controls over financial reporting were not effective as of March 31, 2022, due to the existence of material weaknesses in such controls, and we have also concluded that our disclosure controls and procedures were not effective as of March 31, 2022 all as described in Item 4, “Controls and Procedures,” of our Quarterly Report on terms acceptableForm 10-Q. Remediation efforts to us, if at all,address the identified weaknesses are just beginning . Continuing costs to remedy these material weaknesses and to address inquiries from regulators may be significant and may require significant time from our management and other personnel, and we cannot assure you that we will be able to remedy the material weaknesses.

The incurrence of significant additional expense, or the requirement that management and other personnel devote significant time to these matters could reduce the time available to execute on our business strategies and could have a material and adverse effect on our business, financial condition and results of operations. We also cannot assure you that additional material weaknesses in our internal control over financial reporting will not arise or be identified in the future. If our remediation measures are insufficient to address the identified deficiencies, or if additional deficiencies in our internal control over financial reporting are discovered or occur in the future, our consolidated financial statements may contain material misstatements and we could be required to restate our financial results and may be unable to make our filings with the SEC on a timely basis. Moreover, because of the inherent limitations of any control system, material misstatements due to error or fraud may not be prevented or detected on a timely basis, or at all.

If we are unable to provide reliable and timely financial reports in the future, our business and reputation may be further harmed. Failures in internal controls may negatively affect investor confidence in our management and the accuracy of our financial statements and disclosures or result in adverse publicity and concerns from investors and commercial customers, any of which could have a negative effect on the price of our shares, subject us to regulatory investigations and penalties and/or shareholder litigation, and materially adversely impact our business and financial condition.

Nevada corporationscorporation laws limit the personal liability of corporate directors and officers and require indemnification under certain circumstances.

Section 78.138(7) of the Nevada Revised Statutes provides that, subject to certain very limited statutory exceptions or unless the articles of incorporation provide for greater individual liability, a director or officer of a Nevada corporation is not individually liable to the corporation or its stockholders for any damages as a result of any act or failure to act in his or her capacity as a director or officer, unless it is proven that the act or failure to act constituted a breach of his or her fiduciary duties as a director or officer and such breach involved intentional misconduct, fraud or a knowing violation of law. We have not included in our articles of incorporation any provision intended to provide for greater liability as contemplated by this statutory provision.

In addition, Section 78.7502(3) of the Nevada Revised Statutes provides that to the extent a director or officer of a Nevada corporation has been successful on the merits or otherwise in the defense of certain actions, suits or proceedings (which may include certain stockholder derivative actions), the corporation shall indemnify such director or officer against expenses (including attorneys’ fees) actually and reasonably incurred by such director or officer in connection therewith.

Risks Related to this Offering

YouEven if we meet the initial listing requirements of the Nasdaq Capital Market, there can be no assurance that we will be able to comply with the continued listing standards of the Nasdaq Capital Market. Our failure to meet the continued listing requirements of the Nasdaq Capital Market could result in a de-listing of our Common Stock.

Even if we meet the initial listing requirements of the Nasdaq Capital Market, we cannot assure you that we will be able to comply with the other standards that we are required to meet in order to maintain a listing of our Common Stock on the Nasdaq Capital Market. If after listing we fail to satisfy the continued listing requirements of the Nasdaq Capital Market, such as the corporate governance requirements or the minimum stockholder’s equity requirement, the Nasdaq Capital Market may experience substantial dilution intake steps to de-list our Common Stock. Such a de-listing would likely have a negative effect on the price of our Common Stock and would impair our stockholders’ ability to sell or purchase our Common Stock when they wish to do so. In the event of a de-listing, we issue common stockwould take actions to restore our compliance with the Nasdaq Capital Market’s listing requirements, but we can provide no assurance that any action taken by us would result in our Common Stock becoming listed again, or that any such action would stabilize the future at amarket price below $4.00 per share.or improve the liquidity of our Common Stock.

The terms of the Series D Preferred Stock require us to increase the conversion rate in the event we issue common stock below $4.00 per share while any shares of Series D Preferred stock are outstanding, resulting in additional shares of common stock issuable upon conversion of shares of Series D Preferred Stock. For example, if we issue shares of common stock for little or no consideration, the certificate of designation for the Series D Preferred Stock provides that such issuance will be deemed to be issued at $0.001 per share of common stock, which would have a substantial impact on the conversion rate of the Series D Preferred Stock, and your ownership percentage of the Company and likely, its value, would decrease accordingly.

Future financings through debt securities and preferred stock may restrict our operations.

If additional funds are raised through a credit facility or the issuance of debt securities or preferred stock, lenders under the credit facility or holders of these debt securities or preferred stock would likely have rights that are senior to the rights of holdersyou purchase shares of our common stock,Common Stock in this offering you will experience immediate and any credit facility or additional securities could contain covenants that would restrict our operations.substantial dilution in the book value per share of the Common Stock you purchase.

Our common stock price may be volatile and could fluctuate widely in price, which could result in substantial losses for investors.

The market price of our common stock has historically been and is likely to be highly volatile and could fluctuate widely in price in response to various factors, many of which are beyond our control, including:

If our common stock becomes subject to the SEC’s penny stock rules, broker-dealers may experience difficulty in completing customer transactions and trading activity in our securities may be adversely affected.

Unless our securities are listed on a national securities exchange, or we have net tangible assets of $5.0 million or more and our common stock has a marketpublic offering price per share of $5.00 or more, transactions in our common stockCommon Stock will be subjectsubstantially higher than the net tangible book value per share of our Common Stock immediately prior to the SEC’s “penny stock” rules. If our common stock remains subjectoffering. After giving effect to the “penny stock” rules promulgated undersale of shares of our Common Stock at an assumed public offering price of $         per share and after deducting the Exchange Act, broker-dealers may find it difficultestimated underwriting discount and estimated offering expenses payable by us, purchasers of our Common Stock in this offering will incur immediate dilution of $         per share in the net tangible book value of the Common Stock they acquire. For a further description of the dilution that investors in this offering will experience, see “Dilution.”

In addition, to effectuate customer transactions and trading activity in our securitiesthe extent that outstanding stock options have been or may be adversely affected.exercised or other shares issued, you may experience further dilution.

UnderSales of a substantial number of shares of our Common Stock in the public market by our existing stockholders could cause our share price to fall.

Sales of a substantial number of shares of our Common Stock in the public market, or the perception that these rules, broker-dealers who recommend such securities to persons other than institutional accredited investors must:

As a result, if our common stock becomes or remains subject to the penny stock rules,sales might occur, could depress the market price of our securitiesCommon Stock and could impair our ability to raise capital through the sale of additional equity securities. We are unable to predict the effect that sales may be depressed, and you may find it more difficult to sell shareshave on the prevailing market price of our common stock after conversion of shares of Series D PreferredCommon Stock.

We have not paid dividends on our common stock in the past and do not expect to pay dividends on our common stock for the foreseeable future. Any return on investment may be limited to the value of our common stock.

No cash dividends have been paid on our common stock. We expect that any income received from operations will be devoted to our future operations and growth. We do not expect to pay cash dividends on our common stock in the near future. Payment of dividends would depend upon our profitability at the time, cash available for those dividends, and other factors as our board of directors may consider relevant. If we do not pay dividends, our common stock may be less valuable because a return on an investor’s investment will only occur if our stock price appreciates. Investors in our common stock should not rely on an investment in our company if they require dividend income.

If securities or industry analysts do not publish or cease publishing research or reports about us, our business or our market, or if they adversely change their recommendations or publish negative reports regarding our stock adversely,business or our Common Stock, our stock price and trading volume could decline.

The trading market for our common stockCommon Stock will be influenced by the research and reports that industry or securities analysts may publish about us, our business, our market or our business.competitors. We do not currently have any control over these analysts and may never obtain research coverage by industrywe cannot provide any assurance that analysts will cover us or financial analysts.provide favorable coverage. If no or few analysts commence coverage of us, the trading price of our stock would likely decrease. Even if we do obtain analyst coverage, if one or moreany of the analysts who may cover us downgradeadversely change their recommendation regarding our stock,shares, or provide more favorable relative recommendations about our competitors, our stock price would likely decline. If one or more of theseany analysts who may cover us were to cease coverage of our companythe Company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline.

A saleShares of our Common Stock are an illiquid investment as there is presently a substantial numberlimited market for our Common Stock. We do not know whether a market for our Common Stock will be sustained or what the trading price of our Common Stock will be and as a result it may be difficult for you to sell your shares of Common Stock.

There is presently a limited market for our Common Stock. Although we intend to list our Common Stock on the Nasdaq Stock Market, an active trading market for our Common Stock may not develop or be sustained. It may be difficult for you to sell your shares of Common Stock without depressing the market price for our Common Stock or at all. As a result of these and other factors, you may not be able to sell your shares of Common Stock at or above the offering price or at all. Further, an inactive market may also impair our ability to raise capital by selling our Common Stock and may impair our ability to enter into strategic partnerships or acquire companies, products, or services by using our equity securities as consideration.

Management will have broad discretion as to the use of the proceeds from this offering.

Our management will have broad discretion in the allocation of the net proceeds and could use them for purposes other than those contemplated at the time of this offering and as described in the section titled “Use of Proceeds.” You will be relying on the judgment of our management with regard to the use of these net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the net proceeds are being used appropriately. The failure by our management to apply these funds effectively could result in financial losses that could have a material adverse effect on our business, cause the price of our securities to decline and delay the development of our product candidates. Pending the application of these funds, we may invest the net proceeds from this offering in a manner that does not produce income or that loses value.

Because we do not intend to declare cash dividends on our shares of common stock in the foreseeable future, shareholders must rely on appreciation of the value of our common stock includingfor any return on their investment.

We have never declared or paid cash dividends on our common stock. We currently anticipate that we will retain future earnings, if any, for the Resale Shares registered hereindevelopment, operation and expansion of our business and do not anticipate declaring or paying any cash dividends in the foreseeable future. In addition, the terms of any existing or future debt agreements may causepreclude us from paying dividends. As a result, we expect that only appreciation of the price of our common stock, if any, will provide a return to decline and may impair our ability to raise capitalinvestors in this offering for the foreseeable future.

Our common stock is traded on the OTCBB and, despite certain increases of trading volume from time to time, there have been periods when it could be considered “thinly-traded”, meaning that the number of persons interested in purchasing our common stock at or near bid prices at any given time may be relatively small or non-existent. Finance transactions resulting in a large amount of newly issued shares that become readily tradable, or other events that cause current stockholders to sell shares, could place downward pressure on the trading price of our stock. In addition, the lack of a robust resale market may require a stockholder who desires to sell a large number of shares of common stock to sell the shares in increments over time to mitigate any adverse impact of the sales on the market price of our stock.

If our stockholders sell, or the market perceives that our stockholders intend to sell for various reasons, including the ending of restrictions on resale of substantial amounts of our common stock in the public market, including shares issued upon the exercise of outstanding options, the market price of our common stock could fall. Sales of a substantial number of shares of our common stock may make it more difficult for us to sell equity or equity-related securities in the future at a time and price that we deem reasonable or appropriate. We may become involved in securities class action litigation that could divert management’s attention and harm our business.

The reverse stock split may decrease the liquidity of the shares of our common stock.

The liquidity of the shares of our common stock may be affected adversely by the recently effected 1-for-850 reverse stock split given the reduced number of shares outstanding following the reverse stock split, especially if the market price of our common stock does not increase as a result of the reverse stock split. In addition, the reverse stock split may have increased the number of stockholders who own odd lots (less than 100 shares) of our common stock, creating the potential for such stockholders to experience an increase in the cost of selling their shares and greater difficulty effecting such sales.

Following the reverse stock split, the resulting market price of our common stock may not attract new investors, including institutional investors, and may not satisfy the investing requirements of those investors. Consequently, the trading liquidity of our common stock may not improve.

Although we believe that a higher market price of our common stock may help generate greater or broader investor interest, there can be no assurance that the recently effected 1-for-850 reverse stock split will result in a share price that will attract new investors, including institutional investors. In addition, there can be no assurance that the market price of our common stock will satisfy the investing requirements of those investors. As a result, the trading liquidity of our common stock may not necessarily improve.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INDUSTRY DATA

This prospectus contains forward-looking statements that involve risks and uncertainties. You should not place undue reliance on these forward-looking statements. Such forward-lookingAll statements include those that express plans, anticipation, intent, contingency, goals, targets or future development and/or otherwise are notother than statements of historical fact. Thesefacts contained in this prospectus are forward-looking statements. The forward-looking statements in this prospectus are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and they are subject to risksfinancial trends that we believe may affect our business, financial condition and uncertainties known and unknown that could cause actual results and developments to differ materially from those expressed or implied in such statements.

of operations. In some cases, you can identify these forward-looking statements by terminology,terms such as “expects”, “anticipates”, “intends”, “estimates”, “plans”, “potential”, “possible”, “probable”, “believes”, “seeks”, “may”, “will”, “should”, “could”“anticipate,” “believe,” “continue,” “could,” “depends,” “estimate,” “expects,” “intend,” “may,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would” or the negative of suchthose terms or other similar expressions. Accordingly,expressions, although not all forward-looking statements contain those words. We have based these forward-looking statements involve estimates, assumptionson our current expectations and uncertaintiesprojections about future events and trends that could cause actualwe believe may affect our financial condition, results to differ materially from those expressed in them. Anyof operations, strategy, short-term and long-term business operations and objectives and financial needs.

These forward-looking statements are qualifiedsubject to a number of risks, uncertainties and assumptions, including those described in their entirety by reference to the factors discussed throughout this prospectus.

You should read this prospectus“Risk Factors.” Moreover, we operate in a very competitive and the documents that we reference herein and therein and have filed as exhibits to the registration statement, of which this prospectus is part, completely and with the understanding that our actual future results may be materially different from what we expect. You should assume that the information appearing in this prospectus is accurate as of the date on the front cover of this prospectus only. Because the risk factors referred to above could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements made by us or on our behalf, you should not place undue reliance on any forward-looking statements. Theserapidly changing environment. New risks and uncertainties, along with others, are described above under the heading “Risk Factors” beginning on page 8 of this prospectus. Further, any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and ittime. It is not possible for usour management to predict which factors will arise. In addition,all risks, nor can we cannot assess the impact of each factorall factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this prospectus may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. Moreover, except as required by law, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. We qualify allundertake no obligation to update publicly any forward-looking statements for any reason after the date of this prospectus to conform these statements to actual results or to changes in our expectations.

You should read this prospectus and the information presenteddocuments that we reference in this prospectus and particularly our forward-looking statements, by these cautionary statements.

This prospectus also includes estimateshave filed with the SEC as exhibits to the registration statement of market size and industry data that we obtained from industry publications and surveys and internal company sources. The industry publications and surveys used by management to determine market size and industry data contained inwhich this prospectus have been obtainedis a part with the understanding that our actual future results, levels of activity, performance and events and circumstances may be materially different from sources believed to be reliable.what we expect.

PRICE RANGE

USE OF COMMON STOCKPROCEEDS

OurWe estimate that the net proceeds from our issuance and sale of            shares of common stock were cleared for trading under the symbol “TTWZ:OB” on the OTCBB on November 24, 2008, and later began trading on the OTCBB under the symbol “MSLP:OB” on April 22, 2010. Prior to this period, there was minimal trading in our common stock. The following table shows the reported high and low bid quotations per share for our common stock based on information provided by the OTCBB. These prices reflect the 1-for-850 reverse stock split of our common stock that we effected on November 26, 2012.

Quotations onin this offering will be approximately $        (or approximately $         if the OTCBB reflect bid and ask quotations, may reflect inter-dealer prices, without retail markup, markdown or commission, and may not represent actual transactions. In periods prior to April 22, 2010, there was no volumeunderwriter will exercise its over-allotment option in our common stock. The closingfull), based upon an assumed public offering price of $        per share, which is based upon the last reported sale price of our common stock on July 9, 2013 was $10.85the OTC Pink on             , 2022, and after deducting underwriting discounts and commissions and offering expenses payable by us.

A $1.00 increase or decrease in the assumed public offering price of $       per share.share would increase or decrease the net proceeds from this offering by approximately $       million, assuming that the number of shares of common stock offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. An increase or decrease of in the number of shares of common stock offered by us would increase or decrease our net proceeds by approximately $       million, assuming the assumed public offering price remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

As of July 9, 2013, there were approximately 324 holders of recordWe currently expect to use the net proceeds from this offering for working capital, general corporate purposes and marketing and advertising our new energy line.

Changing circumstances may cause us to consume capital significantly faster than we currently anticipate. The amounts and timing of our common stock. This figure does not take into account those stockholders whose certificates are held in street name by brokers and other nominees. We estimate that such holders number approximately 3,700.

DIVIDEND POLICY

We have never declared dividends on our common stock, and currently do not plan to declare dividends on shares of our common stock in the foreseeable future. We expect to retain our future earnings, if any, for use in the operation and expansion of our business. Subject to the foregoing, the payment of cash dividends in the future, if any, will be at the discretion of our board of directors andactual expenditures will depend upon suchnumerous factors, including the progress of our global marketing and sales efforts, with development efforts, economic and political effects of COVID-19 and government responses to it, and the overall economic environment. Therefore, our management will retain broad discretion over the use of the proceeds from this offering. We may ultimately use the proceeds for different purposes than what we currently intend. Pending any ultimate use of any portion of the proceeds from this offering, if the anticipated proceeds will not be sufficient to fund all the proposed purposes, our management will determine the order of priority for using the proceeds, as earnings levels,well as the amount and sources of other funds needed.

Pending our use of the net proceeds from this offering, we may invest the net proceeds in a variety of capital requirements, our overall financial conditionpreservation investments, including short-term, investment grade, interest bearing instruments and any other factors deemed relevant by our board of directors.U.S. government securities.

CAPITALIZATION

The following table sets forth our capitalizationsummary historical consolidated financial data for the periods presented below. The summary consolidated financial data as of March 31, 2013:2022, has been derived from our unaudited consolidated financial statements included herein.

Our historical results are not necessarily indicative of the results of operations for future periods. You should consider this tableread the following summary consolidated financial data in conjunction with “Description of Securities” and our consolidated financial statements and the notes to those financial statements included elsewhere in this prospectus.

MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read together with our financial statements and the related notes appearing elsewhere in this prospectus. This discussion contains forward-looking statements reflecting our current expectations that involve risks and uncertainties. See “Cautionary Note Regarding Forward-Looking Statements and Industry Data” for a discussion of the uncertainties, risks and assumptions associated with these statements. Actual results and the timing of events could differ materially from those discussed in our forward-looking statements as a result of many factors, including those set forth under “Risk Factors” and elsewhere in this prospectus. All share amounts and per share amounts in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” reflectincluded elsewhere in this prospectus, as well as our latest Quarterly Report on Form 10-Q for the 1-for-850 reverse stock splitthree months ended March 31, 2022. See “Where You Can Find More Information.”

The number of shares of common stock that we effectedto be outstanding immediately after this offering is based on November 26, 2012.34,348,891 shares of common stock outstanding as of May 10, 2022 and excludes:

PlanImmediately following the effectiveness of Operation

We develop market and sell athlete-focused, high quality nutritional supplements primarily to specialty resellers. Our propriety and award winning products address active lifestyles including muscle building, weight loss, and maintaining general fitness throughthe registration statement of which this prospectus forms a daily nutritional supplement regimen. Our products are available in over 10,500 U.S. retail outlets, including Dick’s Sporting Goods, GNC, Vitamin Shoppe and Vitamin World. We also sell our products in over 100 online channels, including bodybuilding.com, amazon.com, gnc.com and vitacost.com. Internationally, our nutritional supplements are sold in approximately 90 countries, andpart, we expect that international salesto effect the Reverse Stock Split. No fractional shares of the Company’s common stock will be issued as a significant partresult of our sales for the foreseeable future.Reverse Stock Split. Any fractional shares resulting from the Reverse Stock Split will be rounded up to the nearest whole share.

Our primary growth strategy is to:Unless otherwise stated, all information in this prospectus assumes:

Our core marketing strategy is to brand MusclePharm as the “must have” fitness brand for workout enthusiasts and elite athletes. We seek to be known as The Athletes Company®, run by athletes who create their products for other athletes both professional and otherwise. We believe that our marketing mix of endorsers, sponsorships and providing sample products for our retail resellers to use is an optimal strategy to increase sales.

Results of Operations

Year ended December 31, 2012 compared to the year ended December 31, 2011.

RevenuesMARKET FOR OUR COMMON STOCK AND RELATED STOCKHOLDER MATTERS

Market and Other Information

This prospectus contains estimates and other statistical data made by independent parties and by us relating to market size and growth and other data about our industry. We obtained the industry and market data in this prospectus from our own research as well as from industry and general publications, surveys and studies conducted by third parties. This data involves a number of assumptions and limitations and contains projections and estimates of the future performance of the industries in which we operate that are subject to a high degree of uncertainty, including those discussed in “Risk Factors.” We caution you not to give undue weight to such projections, assumptions and estimates. Further, industry and general publications, studies and surveys generally state that they have been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. While we believe that these publications, studies and surveys are reliable, we have not independently verified the data contained in them. In addition, while we believe that the results and estimates from our internal research are reliable, such results and estimates have not been verified by any independent source.

Listing

Our net revenues increased 290%common stock is quoted on the OTC Pink Tier, an automated quotation service operated by OTC Markets Group, Inc. under the symbol “MSLP.” Our transfer agent is EQ Shareowner Services, which is located at 1110 Center Point Curve, Suite 101, Mendota Heights, MN 55120.

We have applied to list our common stock on the Nasdaq Capital Market under the symbol “MSLP”.

Immediately following the offering, we expect to have one class of common stock outstanding. As of March 31, 2022, there were approximately $67.1 million for the year ended December 31, 2012, compared to approximately $17.2 million for the year ended December 31, 2011. Sales during the year ended December 31, 2012 increased due to increased awareness334 registered holders of record of our product brand. We have focused on an aggressive marketing plan to penetratecommon stock, and the market, as such, significant expenditures related to advertising and promotions have been experienced. The sales increase was also the result of capital spent on marketing and brand recognition with distributors along with endorsements and sponsorships. The Company’s many efforts for growth included hiring new managers, additional sales and marketing staff, along with adding new products in an effort to continue to expand our customer base. Another growth area was sales in the international markets. International sales are included in the results of operations and increased approximately $16.2 million or 405% to $20.2 million for the year ended December 31, 2012, compared to $4.0 million for the year ended December 31, 2011.

 Overall as a direct result of our aggressive marketing plan, our products are currently being offered in more retail stores, both domestically and internationally, receiving better shelf placement, and receiving recognized awards compared to the prior period. The Company has an exclusive marketing arrangement with the UFC, Ultimate Fighting Championships, which has called out MusclePharm as the Supplement of Choice for the UFC and at the 2012 Bodybuilding.com Supplement Awards, we received three Awards of Excellence; (i) the “Brand of the Year” award, (ii) the “Packaging of the Year” award, and (iii) the “Pre-Workout Supplement of the Year” award for Assault^TM .

Gross Profit

Gross profit for the year ended December 31, 2012 was approximately $14.3 million or 21% of revenue, compared to approximately $2.4 million or 14% of revenue for the year ended December 31, 2011. The increase was primarily due to the reduction to discounts as a percentage of sales and favorable terms for manufacturing improvements in product pricing. For the year ended December 31, 2012, the discounts and allowances as a percentage of sales was 14% compared to the year ended December 31, 2011 which was 19%. We expect our focus on streamlining operations will increase our operating efficiencies and will further improve our gross profit percentage.

General and Administrative Expenses

General and administrative expenses for the year ended December 31, 2012 increased to $23.1 million, compared to $18.6 million for the year ended December 31, 2011. Our 290% sales growth necessitated substantial increases in our general and administrative expenses and included $2.2 million in advertising and promotions and $2.4 million in sponsorship and endorsements all used to promote brand and product awareness. We expect as we continue to promote our brand and products, these areas and levels of promotion will hold steady or increase relative to overall efforts to increase product awareness and sales. Salaries and benefits, excluding executive bonuses, also increased by $1.3 million; however, these were approximately 5% of sales for 2012 compared to approximately 11% of sales in the 2011 period.

Increases in investment advisory and legal fees of $3.1 million were a result of efforts required to obtain financing and dispute resolutions along with two consulting contracts that require us to issue 8.4%last reported sale price of our common stock on the OTCPink was $       per share on                  , 2022 ($       giving effect to an ongoing, fully diluted basis.assumed Reverse Stock Split of 1-for-    , which is expected to occur immediately following the effectiveness of the registration statement of which this prospectus forms a part). OTCPink does not constitute an established public trading market. Over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

The increase in all other general administrative areas of $4.3 million along with significant items listed above, were partially offset by the decrease in stock based compensation of approximately $8.6 million.

The following table provides an overview of expense categories and percentage of net revenue:

Operating Loss

Operating loss for the year ended December 31, 2012 was approximately $8.7 million, compared to approximately $16.2 million for the year ended December 31, 2011.

Interest ExpenseDILUTION

Interest expense forIf you invest in our common stock, your ownership interest will be diluted to the year ended Decemberextent of the difference between the initial public offering price per share of our common stock and the as adjusted net tangible book value per share of our common stock immediately after this offering.

As of March 31, 20122022, we had a historical net tangible book (deficit) of $         , or $         per share of common stock, based on 33,386,200 shares of common stock outstanding at March 31, 2022. Our historical net tangible book value per share is the amount of our total tangible assets less our total liabilities at March 31, 2022, divided by the number of shares of common stock outstanding at March 31, 2022.

After giving effect to the issuance in         of         , our pro forma net tangible book value (deficit) as of March 31, 2022 was approximately $7.3 million,$         , or $         per share of common stock.

After giving further effect to the sale of             shares of common stock in this offering at an assumed public offering price of $         per share, which is based upon the last reported sale price of our Common Stock on the OTC Pink on                , 2022, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us, our pro forma as compared to approximately $3.7 million for the year ended Decemberadjusted net tangible book value per share as of March 31, 2011. The2022 was $         , or $         per share of common stock. This represents an immediate increase in interest expense primarily relates to increased interest on debtpro forma as adjusted net tangible book value of $0.6 million, increased amortization of debt issuance costs of $0.1 million and increased amortization of debt discounts of $2.9 million during the year ended December 31, 2012.

Other Expense

Other expenses for the year ended December 31, 2012 were approximately $10.2 million, compared to approximately $7.1 million for the year ended December 31, 2011, an increase of 44.7%. The components of our other expense are as follows:

Net Loss

Net loss for the year ended December 31, 2012 was approximately $19 million, or $(13.00)$         per share compared to the net lossexisting stockholders and immediate dilution of approximately $23.3 million or $(70.30)$         per share for the year ended December 31, 2011. Inflation did not have a material impact on our operations for the years ended December 31, 2012 and 2011.to new investors purchasing shares of common stock in this offering.

Liquidity and Capital Resources

The following table summarizes total current assets, liabilitiesillustrates this dilution on a per share basis:

The information discussed above is illustrative only, and working deficit at December 31, 2012, compared to December 31, 2011:

Our primary source of operating cash has been from the sale of equity,dilution information following this offering will be adjusted based on the issuance of convertible secured promissory notesactual public offering price and other short-term debtterms of this offering determined at pricing. A $          increase (decrease) in the assumed initial public offering price of $          per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) our pro forma as discussed below.

Company’s management believes that with increased sales expansionadjusted net tangible book value after this offering to $          per share and the openingdilution to new investors purchasing common stock in this offering to $          per share, assuming that the number of shares offered by us, as set forth on the Franklin, Tennessee distribution center, there willcover page of this prospectus, remains the same and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. An increase of            shares in the number of shares offered by us, as set forth on the cover page of this prospectus, would increase our pro forma as adjusted net tangible book value after this offering to $          per share and decrease the dilution to new investors purchasing common stock in this offering to $          per share, assuming no change in the assumed initial public offering price per share and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. A decrease of              shares in the number of shares offered by us would decrease the pro forma as adjusted net tangible book value after this offering to $          per share and increase the dilution to new investors purchasing common stock in this offering to $          per share, assuming no change in the assumed initial public offering price per share and after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

If the underwriters exercise their option to purchase additional shares in full, the pro forma as adjusted net tangible book value per share after giving effect to the offering would be opportunities$          per share. This represents an increase in pro forma as adjusted net tangible book value of $          per share to increase sales; however, the Company may needexisting stockholders and dilution in pro forma as adjusted net tangible book value of $          per share to continue to raise capital in order execute the business plan, which includes buying more inventory and broadening the sales platform. There can be no assurance that such capital will be available on acceptable terms or at all.new investors.

On December 4, 2012, we entered into a $1.0 million bridge loan to provide us with short-term financing.  In connection with the bridge loan, we entered into a subscription agreement with six subscribers pursuant to which we issued an aggregate

The number of $1.0 million principal amount of promissory notes and 50,000 shares of common stock to the subscribers.  The promissory notes were repaid in January 2013.  Additionally, we granted the subscribers “piggy-back” registration rights for thebe outstanding immediately after this offering is based on 34,348,891 shares of common stock outstanding as of May 10, 2022 and excludes:

The table above assumes no exercise of the underwriters’ over-allotment option in certain circumstances.this offering. If the underwriters’ over-allotment option is exercised in full, the number of common shares held by new investors purchasing common stock in this offering would be increased to % of the total number of shares of common stock outstanding after this offering, and the number of shares held by existing stockholders would be reduced to        % of the total number of shares of common stock outstanding after this offering.

At December 31, 2012,To the extent that stock options or warrants are exercised, we had cash of $0 and a working capital deficit of approximately $11.6 million, compared to cash of approximately $0.7 million and a working capital deficit of approximately $13.7 million at December 31, 2011. The working capital deficit decrease of approximately $2.1 million was primarily due to a net decrease in derivative liabilities of approximately $7.0 million, an increase in accounts receivable of approximately $.7 million, offset by an increase in customer deposits of approximately $0.3 million, an increaseissue new stock options under our equity incentive plan, or we issue additional common stock in the current portionfuture, there will be further dilution to investors participating in this offering. In addition, if we raise additional capital through the sale of equity or convertible debt securities, the issuance of approximately $3.2 millionthese securities could result in further dilution to our stockholders.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF OPERATIONS

You should read the following discussion of our financial condition and an increaseresults of operations in accounts payableconjunction with financial statements and accrued liabilities of approximately $2.4million.

Cash used in operating activities was approximately $0.7 million for the year ended December 31, 2012, as compared to cash used in operating activities of approximately $5.8 million for the year ended December 31, 2011. The decrease in cash used in operating activities of approximately $5.1 million was primarily due to a decrease in net loss of approximately $4.3 million, an increased payables and customer deposits of approximately $4.3 million, an increase in depreciation and amortization of approximately $0.3 million, a decrease in accounts receivable of approximately $1.5 million and an increase in amortization expense of approximately $2.3 offset by a decrease in stock and warrants issued for services of approximately $3.4 million, a decrease in losses related to repayments and conversions of debt of approximately $0.6 million, a decrease in derivative expense and fair value changes of approximately $1.1 million and a increases in prepaids, inventory, and other assets of approximately $1.2 million.

Cash used in investing activities increased to $965,327 from $831,511 for the year ended December 31, 2012 and 2011, respectively, due to slightly higher spending on fixed assets. Future investments in property and equipment,notes thereto, as well as further developmentthe “Risk Factors” and “Description of Business” sections included elsewhere in this prospectus. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this prospectus, particularly in “Risk Factors”.

Overview

MusclePharm is a scientifically-driven, performance lifestyle company that develops, manufactures, markets and distributes branded sports nutrition products and nutritional supplements. We offer a broad range of performance powders, capsules, tablets, gels and on-the-go ready to eat snacks that satisfy the needs of enthusiasts and professionals alike. Our portfolio of recognized brands, MusclePharm and FitMiss, is marketed and sold to over 100 countries globally.

Our offerings are clinically developed through a six-stage research process, and all of our Internet presencemanufactured products are rigorously vetted for banned substances by the leading quality assurance program, Informed-Choice. While we initially drove growth in the Specialty retail channel, in recent years we have expanded our focus to drive sales and retailer growth across leading e-commerce, Food Drug & Mass (“FDM”), Specialty and International channels.

Our consolidated financial statements are prepared using the accrual method of accounting in accordance with generally accepted accounting principles in the United States (“GAAP”) and have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities in the normal course of business.

Our results of operations are affected by economic conditions, including macroeconomic conditions and levels of business confidence. There continues to be significant volatility and economic uncertainty in many markets and the ongoing COVID-19 pandemic has increased that level of volatility and uncertainty and has created economic disruption. We are actively managing our business to respond to the impact. There were no adjustments recorded in the financial statements that might result from the outcome of these uncertainties.

COVID-19

The worldwide spread of COVID-19, including the emergence of variants, has resulted, and may continue to result in a global slowdown of economic activity, which may decrease demand for a broad variety of goods and services, while also disrupting supply channels, sales channels and advertising and marketing activities for an unknown period of time until the COVID-19 pandemic is contained, or economic activity normalizes. With the current uncertainty in economic activity, the impact on our revenue and results of operations is likely to continue and the size and duration of the impact we are currently unable to accurately predict. The extent of the impact of the COVID-19 pandemic on our operational and financial performance will largely depend on available capital resources.a variety of factors, including the duration and spread of COVID-19 and its variants, and its impact on our customers, contract manufacturers, vendors, industry and employees, all of which are uncertain at this time and cannot be accurately predicted. See “Item 1.A Risk Factors” for further discussion of the adverse impacts of the COVID-19 pandemic on our business.

Cash flows provided by financing activities were approximately $1 million for the year ended December 31, 2012, compared

Factors Affecting Our Performance

As we continue to cash flows provided by financing activitiesexecute our growth strategy and focus on our core products, we believe that we can, over time, continue to improve our operating margins and expense structure. In addition, we have implemented plans focused on cost containment, customer profitability, product and pricing controls that we believe will improve our gross margin and reduce our losses.

We expect that our advertising and promotion expense will continue to decrease as we focus on reducing our expenses and shifting our promotional costs, in part, from general branding and product awareness to acquiring customers and driving sales from existing customers. We expect that our discounts and allowances will continue to decrease, both overall and as a percentage of approximately $7.2 million for the year ended December 31, 2011. The approximately $6.2 million decrease was due to primarily to the approximately $5.8 millionrevenue, as we further reduce certain discretionary promotional activity that does not result in repayment of debt and approximately $0.5 million for the purchase of treasury stock offset by ana commensurate increase in proceeds from issuance of debt of approximately $0.8 million offset by an increase in proceeds from issuance of common stock and warrants of approximately $0.7 million.revenues.

Results of Operations

ForComparison of the Three Months Ended March 31, 20132022 to the Three Months Ended March 31, 2021:

The following table sets forth certain financial information from our consolidated statements of operations along with a percentage of net revenue and 2012 (unaudited):should be read in conjunction with the consolidated financial statements and related notes (in thousands).

Revenue, net

We derive our revenue through the sales of our various branded sports nutrition products, nutritional supplements and energy drinks. Revenue is recognized when control of a promised good is transferred to a customer in an amount that reflects the consideration the Company expects to be entitled to in exchange for the good. This usually occurs when finished goods are delivered to the Company’s customers or when finished goods are picked up by a customer’s carrier.

Net revenue reflects the transaction prices for contracts, which includes goods shipped at selling list prices reduced by discounts and sales allowances. We record discounts and sales allowances as a direct reduction of revenue for various discounts provided to our customers, consisting primarily of promotional related credits. Sales - grossdiscounts are a significant part of our marketing plan to our customers as they help drive increased sales and brand awareness with end users through promotions that we support through our distributors and re-sellers.

Gross sales increased approximately $5.6 million or 29% to $24,924,000 forFor the three months ended March 31, 2013,2022, our net revenues were approximately $13.1 million compared to $19,303,000 for the three months ended March 31, 2012. The increase in sales was due primarily to increased awareness of our product brand, combined with hiring additional sales and marketing staff, and adding new products in an effort to expand our customer base. Since inception, we have focused on an aggressive marketing plan to penetrate the market. As such, significant promotional expenditures have been made to increase product sales through adding new customers and expanding our product line.

Overall as a direct result of our aggressive marketing plan, our products are currently being offered in more retail stores, both domestically and internationally, receiving better shelf placement, and receiving recognized awards compared to the prior period. At the 2012 Bodybuilding.com Supplement Awards, we received three Awards of Excellence; (i) the “Brand of the Year” award, (ii) the “Packaging of the Year” award, and (iii) the “Pre-Workout Supplement of the Year” award for Assault^TM , and MusclePharm remains the product of choice for the Ultimate Fighting Championship, UFC.

Discounts and sales allowances

Discounts and sales allowances for the three months ended March 31, 2013 decreased to approximately $2,363,000 as compared to $2,742,000 for the three months ended March 31, 2012. This decrease is driven by the continued efforts to place controls around this area and greater efforts to define customer terms and allowances.

Other Income (Expenses)

Other expenses were $6,641,000 for the three months ended March 31, 2013, compared to the $15,308,000 for the three months ended March 31, 2012. During the three months ended March 31, 2013, the Company issued warrants to convert 1,500,000 shares of preferred stock into 3,000,000 shares of common stock. Refer to Note 5 for further detail of costs related to derivative agreements.