FTLF 10-K/A
Fitlife Brands, Inc. (FTLF)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Amendment No. 1)
For the Fiscal Year Ended
OR
Commission File Number:
(Exact name of Registrant as specified in its charter)
| | |
| (State of Incorporation) | (IRS Employer Identification No.) |
(Address of principal executive offices)
(
(Registrant’s telephone number)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| | | The |
Securities registered pursuant to Section 12(g) of the Exchange Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such a shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.:
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| | ☒ | Small reporting company | |
| Emerging growth company | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter, was $
As of April 25, 2025, there were
| Auditor Name: | Auditor Location: | Auditor Firm ID: |
| Weinberg & Company, P.A. | Los Angeles, California | PCAOB ID: 572 |
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A (the “Amendment”) amends the Annual Report on Form 10-K of FitLife Brands, Inc. (the “Company,” “our” or “we”) for the year ended December 31, 2024, originally filed with the Securities and Exchange Commission (“SEC”) on March 27, 2025 (the “Original Filing”). We are filing this Amendment to present the information required by Items 10, 11, 12, 13, and 14 of Part III of the Original Filing in reliance on General Instruction G(3) to Form 10-K, which provides that registrants may incorporate by reference certain information from a definitive proxy statement filed with the SEC within 120 days after fiscal year end.
In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended, (i) Part III, Items 10 through 14 of the Original Filing are hereby amended and restated in their entirety, and (ii) Part IV, Item 15 of the Original Filing is hereby amended and restated in its entirety. In addition, new certifications of our principal executive officer and principal financial officer as required by Section 302 of the Sarbanes-Oxley Act of 2022 are attached, each as of the filing date of this Amendment. Except as described above, no other changes have been made to the Original Filing.
Except as stated herein, this Amendment does not reflect events occurring after the filing of the Original Filing and no attempt has been made in this Amendment to modify or update other disclosures as presented in the Original Filing.
FITLIFE BRANDS, INC.
AMENDMENT NO. 1 TO FORM 10-K ANNUAL REPORT
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2024 AND 2023
TABLE OF CONTENTS
| PAGE |
||
| PART III |
2 | |
| ITEM 10. |
Directors, Executive Officers, and Corporate Governance |
2 |
| ITEM 11. |
Executive Compensation |
7 |
| ITEM 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
9 |
| ITEM 13. |
Certain Relationships and Related Transactions, and Director Independence |
10 |
| ITEM 14. |
Principal Accountant Fees and Services |
11 |
| PART IV |
12 | |
| ITEM 15. |
Exhibits and Financial Statement Schedules |
12 |
| ITEM 16. |
Form 10-K Summary |
13 |
| SIGNATURES |
14 | |
| CERTIFICATIONS |
||
| Exhibit 31 – Certification pursuant to Rule 13a-14(a) and 15d-14(a) |
||
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS
Directors and Executive Officers
Set forth below is information regarding each of the Company’s current directors and executive officers. There are no family relationships between any of our directors or executive officers. Stockholders elect the directors annually. The executive officers serve by appointment of the Board of Directors (the “Board”).
| Name |
Age |
Title |
||
| Dayton Judd |
53 |
Chief Executive Officer and Chairman |
||
| Grant Dawson |
56 |
Director |
||
| Matthew Lingenbrink |
43 |
Director |
||
| Seth Yakatan |
54 |
Director |
||
| Shannon Pappas |
51 |
Director |
||
| Jakob York |
48 |
Chief Financial Officer |
||
| Patrick Ryan |
46 |
Chief Retail Officer |
||
| Jenna Sinnett |
45 |
Chief Operating Officer |
||
| Ryan Hansen |
37 |
Executive Vice President |
Each of the Company’s executive officers and directors will hold office until their successors are duly elected and qualified. The background and principal occupations of each officer and director are as follows:
Dayton Judd has served as a director of the Company since June 2017, is currently the Chairman of the Company’s Board of Directors and began serving as the Company’s Chief Executive Officer on February 18, 2018. Mr. Judd is the founder and Managing Partner of Sudbury Capital Management (“Sudbury”). Prior to founding Sudbury, Mr. Judd worked from 2007 through 2011 as a Portfolio Manager at Q Investments, a multi-billion dollar hedge fund in Fort Worth, Texas. Prior to Q Investments, he worked with McKinsey & Company from 1996 through 1998, and again from 2000 through 2007. He graduated from Brigham Young University in 1995 with a Bachelor’s Degree, summa cum laude, and a Master’s Degree, both in accounting. He also earned an M.B.A. with high distinction from Harvard Business School in 2000, where he was a Baker Scholar. Mr. Judd is a Certified Public Accountant. He currently serves on the Board of Directors of LifeVantage Corp (Nasdaq: LFVN) and Optex Systems Holdings Inc. (Nasdaq: OPXS).
The Company’s Nominating and Corporate Governance Committee believes that Mr. Judd’s significant experience in investing in microcap companies, together with his substantial ownership position in the Company’s Common Stock, assists the Board of Directors in the management of the Company and setting goals and objectives to build stockholder value.
Grant Dawson has served as a director of the Company since November 2013 and is currently a Portfolio Manager of Fixed Income Investments for Polar Asset Management Partners (“Polar”), where he has worked since 2014. Mr. Dawson brings more than 20 years of experience in finance and has significant board-level experience in corporate governance for public companies. Prior to Polar, he was Managing Director of Fixed Income Investments for Manulife Asset Management, a subsidiary of Manulife Financial Corporation and Vice President and Lead Analyst responsible for corporate debt ratings with Dominion Bond Rating Agency. Prior to that, Mr. Dawson held various senior management positions in credit management and corporate finance with Nortel and in equity research with Dain Rauscher Ltd. Mr. Dawson earned an M.B.A. from the SMU Cox School of Business, a B.Comm in Finance from the University of Windsor, and holds the Chartered Financial Analyst designation. Additionally, Mr. Dawson is a member of the Institute of Corporate Directors and holds the ICD.D designation.
The Company’s Nominating and Corporate Governance Committee believes that Mr. Dawson’s extensive expertise and knowledge regarding corporate finance and investment banking matters, as well as corporate governance, provides the Company with valuable insight.
Matthew Lingenbrink has served as a director of the Company since August 2024 and currently leads the marketing organization of Interstate Batteries as Vice President, Marketing and E-commerce since April 2024. Prior to his time at Interstate Batteries, he held various roles leading corporate strategy, business development, and route-to-market at Keurig Dr Pepper Inc., and its predecessor Dr Pepper Snapple Group, from August 2017 to April 2024. Prior to that, Mr. Lingenbrink worked with Bain & Company from September 2007 to August 2017, consulting with large clients across the consumer packaged goods industry and other industries on growth strategy, corporate diligence, and post-merger integration. Mr. Lingenbrink received his Bachelor’s Degree and a Master’s Degree in Accounting from Brigham Young University and earned an M.B.A. from Harvard Business School.
The Company’s Nominating and Corporate Governance Committee believes that Mr. Lingenbrink’s broad experience with consumer products strategy, marketing, and distribution will provide management and the Board of Directors with valuable perspectives relating to enhancing the value of the Company’s brands.
Shannon Pappas began serving as a director of the Company in April 2025. Ms. Pappas has over 25 years of experience in beauty, skincare, health, fitness, and consumer goods, with functional expertise in strategic growth, digital commerce, financial management, and market expansion for public and private companies. Most recently, Ms. Pappas served as Consumer President & Head of Digital Commerce at Beauty Industry Group, a global hair extensions and beauty company from March 2023 to January 2025. Prior to that, as President and General Manager of The Proactiv Company, a skincare brand, she managed commercial operations, finance, and market expansion from August 2019 to November 2022. Ms. Pappas led the sale of The Proactiv Company and its integration into Taro Pharmaceuticals. Ms. Pappas also has management experience in the fitness industry, first at Beachbody LLC and then at the International Sports Sciences Association, where she achieved revenue growth through strategic digital marketing, lead optimization, and an expanded brand presence. Earlier, Ms. Pappas worked in strategy roles at The Wonderful Company and Boston Consulting Group, focusing on corporate growth and post-merger integration. Ms. Pappas holds an M.B.A. from Northwestern University’s Kellogg School of Management and a Bachelor of Science in Exercise and Sports Science from the University of Arizona, where she was a Division I athlete, varsity soccer captain, and varsity women’s basketball competitor.
The Company’s Nominating and Corporate Governance Committee believes that Ms. Pappas’s 25 years of experience in the health, fitness, and consumer goods, including her experience with strategic growth, digital commerce and market expansion, will provide management and the Board of Directors with valuable perspectives relating to the strategic growth and market expansion opportunities for the Company.
Seth Yakatan has served as a director of the Company since September 2015, and as a Partner of Katan Associates, Inc., a corporate strategy and finance advisory group, since April 2001. Prior to joining the Company’s Board of Directors, Mr. Yakatan served as a director for iSatori, Inc. from September 2014 until the completion of the Company’s acquisition of iSatori. Prior to founding Katan Associates, Inc. in 2001, Mr. Yakatan worked in merchant banking at the Union Bank of California, N.A. in the Specialized Lending Media and Telecommunications Group, and as a venture capital analyst with Ventana Growth Funds and Sureste Venture Management. Mr. Yakatan holds an M.B.A. in Finance from the University of California, Irvine, and a Bachelor of Arts in History and Public Affairs from the University of Denver.
The Company’s Nominating and Corporate Governance Committee believes that Mr. Yakatan’s 25 years of experience as a life sciences business development and corporate finance professional, including actively supporting small cap and major companies in achieving corporate, financing, and asset monetization objectives, provides the Board of Directors with valuable guidance and expertise based on his extensive knowledge and understanding of banking matters.
Jakob York has served as the Company’s Chief Financial Officer since he joined the Company in August 2022. Prior to joining FitLife, he served as Controller for Greenidge Generation Holdings (“Greenidge”, Nasdaq: GREE). Prior to Greenidge, Mr. York worked in various controller and financial reporting capacities, primarily at Allied Motion Technologies (Nasdaq: AMOT). Prior to joining Allied Motion, he worked at Pricewaterhouse Coopers as an auditor from 2002 to 2007. Mr. York received both his Bachelor’s Degree and a Master’s Degree in Accounting from Brigham Young University. Mr. York is a Certified Public Accountant.
Patrick Ryan has served as the Company’s Chief Retail Officer since his appointment in June 2016. He brings over 23 years of experience in the retail and wholesale business both domestically and internationally. Since February 2009, Mr. Ryan served as the Company’s Vice President of Sales during which time he oversaw multiple retail and wholesale branches and worked collaboratively with key members of management to drive strategic initiatives in sales, employee training and the overall growth of the Company. Prior to that, he served in various sales positions of increasing responsibility since joining the Company in 2004. Mr. Ryan received his Bachelor of Science Degree in Public Relations from Kansas State University.
Jenna Sinnett has served as the Company’s Chief Operating Officer since her appointment in October 2015. She brings over 18 years of operations experience in the wholesale business, managing domestic inventories, regulatory compliance, and product management. In 2012, Ms. Sinnett was appointed Vice President of Supply Chain where she controlled all matters tied to procurement, including inventory management, logistics, and vendor relations. Over the course of her tenure, she has held senior positions in Project Management as well. Ms. Sinnett received both her Bachelor of Science Degree and Master of Science Degree in Exercise Science from the University of Nebraska Omaha.
Ryan Hansen has served as Executive Vice President since he joined the Company in November 2023. Prior to joining FitLife, he served as Chief Operating Officer at Pearl Street Dental Partners ("Pearl Street"), a private equity backed dental platform headquartered in Dallas, TX, from February 2021 to June 2023. Prior to Pearl Street, Mr. Hansen worked at Bain & Company from July 2017 to February 2021. He earned an M.B.A. with distinction from Harvard Business School in 2017. Prior to receiving his M.B.A., he worked at Worthington Industries (NYSE: WOR) in Product Management and Business Analyst roles from 2012 to 2015. Mr. Hansen graduated with Bachelor’s and Master’s Degrees in Accounting from Brigham Young University in 2012.
There have been no events under any bankruptcy act, no criminal proceedings and no judgments or injunctions material to the evaluation of the ability and integrity of any of the Company’s executive officers or directors during the past ten years.
CORPORATE GOVERNANCE, BOARD COMPOSITION AND BOARD COMMITTEES
Term of Office
Pursuant to our Bylaws, each member of the Board serves from the date they are duly elected and qualified, until the Company’s following annual meeting of stockholders or until their death, resignation or removal from office.
Board Member Independence
The Board believes that a majority of its members are independent directors. The Board has determined that, with the exception of Mr. Judd who also serves as the Company’s Chief Executive Officer, all directors are independent as defined by the rules and regulations of the Nasdaq Capital Market.
Board Structure
The Board does not have a policy regarding the separation of the roles of the Chief Executive Officer and Chair of the Board, as the Board believes it is in the best interest of the Company and its stockholders to make that determination based on the position and direction of the Company and the membership of the Board, from time to time. Currently, Mr. Judd serves as both the Chief Executive Officer and as Chair of the Board. At this time, the Board believes that these combined roles are beneficial to both the daily operations of the Company and the strategic perspective of the Board.
Board Risk Oversight
Our Board administers its oversight function through both regular and special meetings and by frequent telephonic updates with our senior management. A key element of these reviews is gathering and assessing information relating to risks of our business. All businesses are exposed to risks, including unanticipated or undesired events or outcomes that could impact an enterprise’s strategic objectives, organizational performance and stockholder value. A fundamental part of risk management is not only understanding such risks that are specific to our business but also understanding what steps management is taking to manage those risks and what level of risk is appropriate. In setting our business strategy, our Board assesses the various risks being mitigated by management and determines what constitutes an appropriate level of risk.
Although our Board has the ultimate oversight responsibility for our risk management process, various committees of our Board also have responsibility for risk management. In particular, the Audit Committee focuses on financial risk, including internal controls, and the assessments of risks reflected in audit reports. Legal and regulatory compliance risks are also reviewed by our Audit Committee. Risks related to our compensation programs are reviewed by the Compensation Committee. Our Board is advised by the committees of significant risks and management’s response via periodic updates.
Board Meetings
The Board held four meetings during the year ended December 31, 2024, supplemented by additional discussions by and among a majority of the Board, and actions effectuated by unanimous written consent in lieu of a formal motion and vote during an official meeting. In 2024, each director attended at least 75 percent of the number of meetings of the Board and the standing committees of the Board of Directors of which such director was a member. The Board also holds independent executive sessions without members of management on an as-needed basis.
Board Committees and Charters
Audit Committee
| Members: |
Matthew Lingenbrink (Chair) Grant Dawson Shannon Pappas Seth Yakatan |
|
| Number of Meetings Held: |
The Audit Committee held four meetings during 2024 and handled other matters via unanimous written consent or in Board meetings. |
|
| Functions: |
The Audit Committee assists the Board in fulfilling its legal and fiduciary obligations in matters involving our accounting, auditing, financial reporting, internal control and legal compliance functions by approving the services performed by our independent accountants and reviewing their reports regarding our accounting practices and systems of internal accounting controls. The Audit Committee also oversees the audit efforts of our independent accountants and takes those actions as it deems necessary to satisfy it that the accountants are independent of management. |
|
| Independence |
The members of the Audit Committee each meet the independence standards established by the Nasdaq Capital Market and by the Securities and Exchange Commission (the “SEC”) for audit committees. In addition, the Board has determined that Messrs. Dawson and Lingenbrink each satisfy the definition of an “audit committee financial expert” under SEC rules and regulations. These designations do not impose any duties, obligations or liabilities on Messrs. Dawson and Lingenbrink that are greater than those generally imposed on them as members of the Audit Committee and the Board, and their designation as audit committee financial experts does not affect the duties, obligations or liability of any other member of the Audit Committee or the Board. |
Compensation Committee
| Members: |
Grant Dawson (Chair) Matthew Lingenbrink Shannon Pappas Seth Yakatan |
|
| Number of Meetings Held: |
The Compensation Committee held one meeting during 2024 and handled other matters via unanimous written consent or in board meetings. |
|
| Functions: |
The Compensation Committee determines our general compensation policies and the compensation provided to our directors and officers. The Compensation Committee also reviews and determines bonuses for our officers and other employees. In addition, the Compensation Committee reviews and determines equity-based compensation for our directors, officers, employees and consultants and administers our stock option plans and employee stock purchase plan. |
|
| Independence |
We believe that the composition of our Compensation Committee meets the criteria for independence under, and the functioning of our Compensation Committee complies with, the applicable requirements of the Sarbanes-Oxley Act of 2002 and current SEC rules and regulations. |
Nominating and Corporate Governance Committee
| Members: |
Seth Yakatan (Chair) Grant Dawson Matthew Lingenbrink Shannon Pappas |
|
| Number of Meetings Held: |
The Nominating and Corporate Governance Committee held one meeting during 2024 and handled other matters via unanimous written consent or in board meetings. |
|
| Functions: |
The Nominating and Corporate Governance Committee is responsible for making recommendations to the Board of Directors regarding director candidates and the size and composition of the Board and its committees. In addition, the Nominating and Corporate Governance Committee is responsible for overseeing our corporate governance guidelines and reporting and making recommendations to the Board concerning corporate governance matters. |
|
| Independence |
We believe that the composition of our Nominating and Corporate Governance Committee meets the criteria for independence under, and the functioning of our Nominating and Corporate Governance Committee complies with, the applicable requirements of the Sarbanes-Oxley Act of 2002 and current SEC rules and regulations. |
Section 16(A) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), requires the Company’s directors and executive officers, and persons who beneficially own more than 10% of a registered class of the Company’s equity securities, to file reports of beneficial ownership and changes in beneficial ownership of the Company’s securities with the SEC on Forms 3 (Initial Statement of Beneficial Ownership), 4 (Statement of Changes of Beneficial Ownership of Securities) and 5 (Annual Statement of Beneficial Ownership of Securities). Directors, executive officers and beneficial owners of more than 10% of the Company’s Common Stock are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms that they file.
To our knowledge, based solely on a review of the copies of such reports furnished to us and written representations that no other reports were required, during the fiscal year ended December 31, 2024, management believes that all necessary reports were filed in a timely manner and all filings are current as of the date of this filing.
Code of Business Conduct and Ethics
We have adopted a Code of Business Conduct and Ethics that applies to all of our executive officers, directors and employees, which sets forth the business and ethical principles that govern all aspects of our business. This document will be made available in print, free of charge, to any stockholder requesting a copy in writing from the Company. A form of the Code of Business Conduct and Ethics is filed with the SEC as Exhibit 14.1 to Amendment No. 1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
Insider Trading Policy
We have
Indemnification of Officers and Directors
As permitted by Nevada law, the Company will indemnify its directors and officers against expense and liabilities they incur to defend, settle, or satisfy any civil or criminal action brought against them on account of their being or having been Company directors or officers unless, in any such action, they are adjudged to have acted with gross negligence or willful misconduct.
Exclusion of Liability
The Nevada Business Corporation Act excludes personal liability for directors for monetary damages based upon any violation of their fiduciary duties as directors, except as to liability for any breach of the duty of loyalty, acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, acts in violation of the Nevada Business Corporation Act, or any transaction from which a director receives an improper personal benefit. This exclusion of liability does not limit any right that a director may have to be indemnified and does not affect any director's liability under federal or applicable state securities laws.
ITEM 11. EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth information concerning the compensation paid to the Company’s Chief Executive Officer and the Company’s two most highly compensated executive officers other than its Chief Executive Officer who were serving as executive officers as of December 31, 2024 and whose annual compensation exceeded $100,000 during such year (collectively the “Named Executive Officers”).
| Name and principal position |
Year |
Salary |
Bonus |
Stock awards |
Warrants/ |
All other compensation (2) |
Total |
|||||||||||||||||||||
| Dayton Judd |
2024 |
$ |
398,000 |
$ |
180,000 |
$ |
- |
$ |
- |
$ |
- |
$ |
578,000 |
|||||||||||||||
| Chief Executive Officer and Chair of the Board |
2023 |
$ |
372,000 |
$ |
160,000 |
$ |
- |
$ |
- |
$ |
- |
$ |
532,000 |
|||||||||||||||
| Ryan Hansen (3) |
2024 |
$ |
253,692 |
$ |
50,000 |
$ |
- |
$ |
- |
$ |
- |
$ |
303,692 |
|||||||||||||||
| Executive Vice President |
2023 |
$ |
14,423 |
$ |
- |
$ |
- |
$ |
963,480 |
$ |
- |
$ |
977,903 |
|||||||||||||||
| Patrick Ryan |
2024 |
$ |
156,667 |
$ |
- |
$ |
- |
$ |
- |
$ |
139,286 |
$ |
295,953 |
|||||||||||||||
| Chief Retail Officer |
2023 |
$ |
148,077 |
$ |
5,000 |
$ |
- |
$ |
- |
$ |
151,669 |
$ |
304,746 |
|||||||||||||||
| (1) |
The amounts in this column represent the grant date fair value of stock option awards computed in accordance with FASB guidance, excluding the effect of estimated forfeitures under which the Named Executive Officer has the right to purchase, subject to vesting, shares of the Company’s Common Stock. |
|
|
|
| (2) |
Amounts reflect commissions paid to the Named Executive Officer. |
|
|
|
| (3) |
Ryan Hansen joined the Company as Executive Vice President in November 2023. |
Employment Arrangements
Dayton Judd. Dayton Judd currently serves as the Company’s Chief Executive Officer. Effective August 28, 2023, the Board approved an increase of Mr. Judd’s salary from $364,000 to $390,000. Effective August 29, 2024, the Board approved an increase of Mr. Judd’s salary from $390,000 to $416,000. Mr. Judd serves as an at-will employee without a formal employment agreement.
Ryan Hansen. Ryan Hansen joined the Company as Executive Vice President on November 27, 2023 with an annual base salary of $250,000. Upon joining the company, Mr. Hansen also received options to acquire 222,000 shares with an exercise price of $9.60. One-third of the options vested immediately, with the remainder vesting in two equal annual installments thereafter. Effective August 29, 2024, the Board approved an increase of Mr. Hansen’s base salary from $250,000 to $262,000. Mr. Hansen serves as an at-will employee without a formal employment agreement.
Patrick Ryan. Under the terms of an Employment Agreement dated June 13, 2019, Patrick Ryan served in the capacity of Chief Retail Officer until the termination of the agreement on June 7, 2022. Subsequent to June 7, 2022, Mr. Ryan serves in the same capacity as an at-will employee without a formal employment agreement. In addition to a base salary, Mr. Ryan is paid a commission of 2.5% of the adjusted gross profit from the sale of certain of the Company’s products to the GNC franchise community. Effective August 28, 2023, the Board approved an increase of Mr. Ryan’s base salary from $145,000 to $155,000. Effective August 29, 2024, the Board approved an increase of Mr. Ryan’s base salary from $155,000 to $160,000.
Outstanding Equity Awards at Fiscal Year-End
The following table sets forth information regarding unexercised options and stock that had not vested and equity incentive awards held by each of the Named Executive Officers outstanding as of December 31, 2024:
| Grant date |
Number of securities underlying unexercised options exercisable |
Number of securities underlying unexercised options unexercisable |
Equity plan Number of underlying unexercised unearned |
Option exercise price |
Option expiration date |
|||||||||||||
| Dayton Judd |
7/31/2018 |
430,400 |
- |
- |
$ |
0.35 |
7/31/2028 |
|||||||||||
| Chief Executive |
2/5/2021 |
144,000 |
- |
- |
$ |
2.62 |
2/5/2026 |
|||||||||||
| Officer and Chairman |
2/5/2021 |
112,000 |
- |
- |
$ |
2.38 |
2/5/2031 |
|||||||||||
| Ryan Hansen |
11/27/2023 |
148,000 |
(1) |
74,000 |
- |
$ |
9.60 |
11/27/2028 |
||||||||||
| Executive Vice President |
||||||||||||||||||
| (1) |
One-third of the stock options vested on the grant date of November 27, 2023, with the remainder vesting in two equal annual installments thereafter, becoming fully vested on November 27, 2025. |
Description of Equity Compensation Plan
The 2019 Omnibus Incentive Plan (the “2019 Plan”) was adopted by the Board on July 3, 2019, as approved by a majority of the Company’s stockholders at the annual meeting of stockholders on August 16, 2019. The 2019 Plan reserves for issuance of 800,000 shares of the Company’s Common Stock as one of four types of equity incentive awards: (i) stock options, (ii) stock appreciation rights, (iii) restricted stock, and (iv) stock units. The 2019 Plan permits the qualification of awards under the plan as “performance-based compensation” within the meaning of Section 162(m) of the Internal Revenue Code. Upon becoming effective, the Plan replaced and no further awards were made under the Company’s 2010 Incentive Plan.
Securities Authorized for Issuance Under Equity Compensation Plans
The following table provides information as of December 31, 2024, with respect to the shares of Common Stock that may be issued upon the exercise of options and other rights under our existing equity compensation plans and arrangements. The information includes the number of shares covered by and the weighted average exercise price of outstanding options and other rights and the number of shares remaining available for future grants, excluding the shares to be issued upon exercise of outstanding options and other rights.
| Number of Securities to be |
Weighted- average exercise price of outstanding options, and rights |
Number of securities remaining available for future under equity compensation plans (excluding securities reflected in first column) |
||||||||||
| Equity compensation plans approved by security holders: |
977,122 |
$ |
3.74 |
268,000 |
||||||||
Compensation Committee Interlocks and Insider Participation
All members of the Compensation Committee are independent directors, and no member is an employee or former employee of the Company. None of our executive officers serve on the compensation committee (or its equivalent) or board of directors of another entity where one of our Compensation Committee members is an executive officer.
Non-Executive Director Compensation
We currently have five directors, four of whom are considered independent. Non-independent directors who are also employees of the Company do not receive compensation for their services as a director on the Board. Prior to November 8, 2023, each of our non-employee directors were entitled to receive $40,000 per annum for their services on the Board pursuant to the Company’s current director compensation plan. Effective November 8, 2023, the compensation paid to our non-employee directors increased to $50,000 per annum (the “Retainer Amount”). The Director Stock Purchase Program adopted by the Board on August 29, 2024 requires that each Independent Director purchase shares of the Company’s Common Stock equal to 20% of the Retainer Amount received by each independent director (a “Purchase”), which Purchase may be made on either a quarterly or annual basis, provided that each Purchase is made either (i) in a transaction satisfying the requirements under the Company’s Insider Trading Policy, or (ii) pursuant to a plan adopted under Rule 10b5-1 under the Exchange Act.
The table below summarizes the compensation paid to our non-employee directors for the fiscal year ended December 31, 2024:
| Name (1) | Fees earned |
Stock |
Option |
Total |
||||||||||||
| Grant Dawson |
$ |
50,000 |
$ |
- |
$ |
- |
$ |
50,000 |
||||||||
| Matthew Lingenbrink (2) |
$ |
18,750 |
$ |
- |
$ |
- |
$ |
18,750 |
||||||||
| Todd Ordal |
$ |
50,000 |
$ |
- |
$ |
- |
$ |
50,000 |
||||||||
| Seth Yakatan |
$ |
50,000 |
$ |
- |
$ |
- |
$ |
50,000 |
||||||||
| (1) |
Shannon Pappas was appointed to the Board in April 2025, subsequent to the year ended December 31, 2024, and has therefore been excluded from the table above. |
|
|
|
| (2) |
Matthew Lingenbrink was appointed to the Board in August 2024. |
Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Non-Public Information
During the year ended December 31, 2024, there were no equity grants made to our executive officers during any period beginning four business days before the filing of a periodic report or current report disclosing material non-public information and ending one business day after the filing or furnishing of such report with the SEC.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following tables set forth information regarding shares of our Common Stock beneficially owned as of April 25, 2025, by:
| (i) |
each of our officers and directors; |
| (ii) |
all officers and directors as a group; and |
| (iii) |
each person known by us to beneficially own five percent or more of the outstanding shares of our Common Stock. Percent ownership is calculated based on 9,384,144 shares of our Common Stock outstanding at April 25, 2025. |
Beneficial Ownership of our Common Stock
| Name and address of owner (1) |
Title of class |
Number of shares owned |
Percentage of class |
||||||
| Executive Officers and Directors: | |||||||||
| Dayton Judd, Chair and Chief Executive Officer (2) |
Common Stock |
5,831,058 |
58.7 |
% |
|||||
| Ryan Hansen, Executive Vice President (3) |
Common Stock |
152,878 |
1.6 |
% |
|||||
| Jakob York, Chief Financial Officer (4) |
Common Stock |
24,968 |
* |
||||||
| Jenna Sinnett, Chief Operating Officer (5) |
Common Stock |
13,200 |
* |
||||||
| Patrick Ryan, Chief Retail Officer |
Common Stock |
- |
* |
||||||
| Grant Dawson |
Common Stock |
155,000 |
1.7 |
% |
|||||
| Matthew Lingenbrink |
Common Stock |
5,800 |
* |
||||||
| Seth Yakatan |
Common Stock |
- |
* |
||||||
| Shannon Pappas |
Common Stock |
- |
* |
||||||
| All Officers and Directors as a group (nine persons) |
Common Stock |
6,182,904 |
61.4 |
% |
|||||
| 5% Stockholders: | |||||||||
| Askeladden Capital Management, LLC (6) | Common Stock | 498,041 | 5.3 | % | |||||
| 1452 Hughes Road, Suite 200 #582 Grapevine, Texas 76051 |
|||||||||
* Less than 1%
| (1) |
The address of each of the officers and directors is c/o FitLife Brands, Inc., 5214 S. 136th Street, Omaha, NE 68137. |
|
|
|
| (2) |
Consists of 1,152,402 shares of Common Stock held by Mr. Judd personally, including shares in IRA accounts; 430,400 shares of Common Stock issuable upon the exercise of stock options at $0.35 per share, exercisable within 60 days of April 25, 2025; 112,000 shares of Common Stock issuable upon the exercise of stock options at $2.38 per share, exercisable within 60 days of April 25, 2025; and 4,136,256 shares of Common Stock held by Sudbury Holdings, LLC. |
| (3) |
Consists of 25,678 shares of Common Stock held by Mr. Hansen personally, and 127,200 shares of Common Stock issuable upon the exercise of stock options at $9.60 per share, exercisable within 60 days of April 25, 2025. |
|
|
|
| (4) |
Consists of 6,968 shares of Common Stock held by Mr. York in IRA accounts, 15,000 shares of Common Stock issuable upon the exercise of stock options at $7.83 per share exercisable within 60 days of April 25, 2025, 2,000 shares of Common Stock issuable upon the exercise of stock options at $9.08 per share exercisable within 60 days of April 25, 2025, and 1,000 shares of Common Stock issuable upon the exercise of stock options at $16.60 per share exercisable within 60 days of April 25, 2025. |
| (5) |
Consists of 11,200 shares of Common Stock held by Ms. Sinnett personally, and 2,000 shares of Common Stock issuable upon the exercise of stock options at $16.60 per share, exercisable within 60 days of April 25, 2025. |
| (6) | Reported holdings based on Amendment No. 1 to Schedule 13G filed by Askeladden Capital Management, LLC (“Askeladden”) on February 14, 2025. As the investment adviser to separately managed accounts holding the securities reported herein, Askeladden may be deemed to beneficially own the securities reported herein. As managing member of Askeladden, Samir Patel may be deemed to beneficially own securities owned by Askeladden. |
Changes in Control
The Company is not aware of any arrangements that may result in a change in control of the Company.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
There were no transactions between the Company and any of its directors, executive officers or any other related persons during the year ended December 31, 2024.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Our independent registered public accounting firm for the year ended December 31, 2024 and 2023 was Weinberg & Company (“Weinberg”). Set forth below are the aggregate fees we were billed by Weinberg for professional services rendered for the years ended December 31, 2024 and 2023:
| Year ended December 31, |
||||||||
| 2024 |
2023 |
|||||||
| Audit fees |
$ |
232,000 |
$ |
243,000 |
||||
| Audit-related fees |
4,000 |
6,000 |
||||||
| Tax fees |
- |
- |
||||||
| All other fees |
- |
34,000 |
||||||
| Total |
$ |
236,000 |
$ |
283,000 |
||||
As defined by the SEC, (i) “audit fees” are fees for professional services rendered by our principal accountant for the audit of our annual financial statements and review of financial statements included in our Form 10-K, or for services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years; (ii) “audit-related fees” are fees for assurance and related services by our principal accountant that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “audit fees”; (iii) “tax fees” are fees for professional services rendered by an external consultant for tax compliance, tax advice, and tax planning; and (iv) “all other fees” are fees for products and services provided by our principal accountant, other than the services reported under “audit fees”, “audit-related fees”, and “tax fees”.
Audit Fees
For the fiscal year ended December 31, 2024 and 2023, audit fees were approximately $232,000 and $243,000, respectively.
Tax Fees
For the fiscal year ended December 31, 2024 and 2023, the Company did not retain Weinberg for any tax services.
All Other Fees
For the fiscal year ended December 31, 2024, the Company did not retain Weinberg for other services. During the fiscal year ended December 31, 2023, all other fees for other services were $34,000.
Audit Committee Pre-Approval Policies and Procedures
Under the SEC’s rules, the Audit Committee is required to pre-approve the audit and non-audit services performed by the independent registered public accounting firm in order to ensure that they do not impair the auditors’ independence. The Commission’s rules specify the types of non-audit services that an independent auditor may not provide to its audit client and establish the Audit Committee’s responsibility for administration of the engagement of the independent registered public accounting firm.
Consistent with the SEC’s rules, the Audit Committee Charter requires that the Audit Committee review and pre-approve all audit services and permitted non-audit services provided by the independent registered public accounting firm to us or any of our subsidiaries. The Audit Committee may delegate pre-approval authority to a member of the Audit Committee and if it does, the decisions of that member must be presented to the full Audit Committee at its next scheduled meeting. Accordingly, 100% of audit services and non-audit services described in this proposal were pre-approved by the Audit Committee.
There were no hours expended on the principal accountant’s engagement to audit the registrant’s financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant’s full-time, permanent employees.
PART IV
ITEM 15. EXHIBITS AND REPORTS
Exhibits
| Articles of Incorporation (incorporated by reference to Exhibit 3.1 filed with Amendment No. 3 to the Company’s Registration Statement on Form SB2 (Commission File No. 333-137170)). |
|
| Amendments to Articles of Incorporation (incorporated by reference to Exhibit 3.1(b) filed with Amendment No. 3 to the Company’s Registration Statement on Form SB-2 (Commission File No. 333-137170)). |
|
| Amended and Restated Bylaws of the Corporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on January 25, 2018). |
|
| Certificate of Amendment to Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on September 13, 2010). |
|
| Certificate of Amendment to Articles of Incorporation to change name to FitLife Brands, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on October 1, 2013). |
|
| Certificate of Amendment to Articles of Incorporation to effect 1-for-10 reverse split (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on October 1, 2013). |
|
| Certificate of Designations, Preferences and Rights of the Series A Convertible Preferred Stock, dated November 13, 2018 (incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q filed on November 14, 2018). |
|
| Certificates of Change, dated April 11, 2019 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on April 15, 2019). |
|
| Certificate of Designations, Preferences and Rights of the Series B Junior Preferred Stock, dated March 3, 2021 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on March 4, 2021). |
|
| Certificate of Change for FitLife Brands, Inc., effective as of December 2, 2021 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on December 7, 2021). |
|
| 3.11 | Certificate of Change for FitLife Brands, Inc., effective as of February 6, 2025 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on February 5, 2025). |
| Form of Warrant, dated November 13, 2018 (incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q filed on November 14, 2018). |
|
| Tax Benefit Preservation Plan, dated February 26, 2021 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on March 4, 2021). |
|
| Description of the Registrant’s Securities. |
|
| Assignment of Name (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on October 6, 2009). |
|
| Form of Subscription Agreement, dated November 13, 2018 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on November 14, 2018). |
|
| Employment Agreement, by and between FitLife Brands, Inc. and Patrick Ryan, dated June 13, 2019 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 18, 2019). |
|
| 2019 Omnibus Incentive Plan (incorporated by reference to Appendix A to the Definitive Proxy Statement on Schedule 14A filed on July 12, 2019). |
|
| Revolving Line of Credit Agreement, dated as of September 24, 2019, between the Company and Mutual of Omaha Bank (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 26, 2019). |
|
| Note Payable Agreement by and between FitLife Brands, Inc. and CIT Bank, N.A. dated April 27, 2020 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 1, 2020). |
|
| Amended and Restated Credit Agreement, dated February 23, 2023, between FitLife Brands Inc., and First Citizens Bank (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed March 1, 2023). |
|
| Term Note, dated February 23, 2023, issued by FitLife Brands, Inc., to First Citizens Bank (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed March 1, 2023). |
|
| Amended and Restated Security Agreement, dated February 23, 2023, among FitLife Brands, Inc., NDS Nutrition Products, Inc., iSatori, Inc., 1000374984 Ontario, Inc., and First Citizens Bank (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed March 1, 2023). |
| Guaranty Agreement, dated February 23, 2023, among NDS Nutrition Products, Inc., iSatori, Inc., 1000374984 Ontario, Inc., and First Citizens Bank (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed March 1, 2023). |
|
| Asset Purchase and Sale Agreement by and between MusclePharm Corporation and FitLife Brands, Inc., dated September 7, 2023 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 27, 2023). |
|
| Second Amended and Restated Credit Agreement, dated October 10, 2023, by and between FitLife Brands, Inc., and First Citizens Bank (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 13, 2023). |
|
| Term B Note, dated October 10, 2023, issued by FitLife Brands, Inc., to First Citizens Bank (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on October 13, 2023). |
|
| Reaffirmation of Guaranty, dated October 10, 2023, by NDS Nutrition Products, Inc., iSatori, Inc., 1000374984 Ontario Inc., and Mimi’s Rock Corp., to and in favor of First Citizens Bank & Trust Company (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on October 13, 2023). |
|
| Arrangement Agreement among FitLife Brands Inc., 1000374984 Ontario Inc., and Mimi’s Rock Corp, dated December 4, 2022 (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on December 8, 2022). |
|
| Code of Ethics (incorporated by reference to Exhibit 14.1 to the Company’s Annual Report on Form 10-K filed on April 22, 2024). |
|
| Insider Trading and Unauthorized Disclosure Policy |
|
| List of Subsidiaries. |
|
| Consent of Weinberg & Company, P.A. |
|
| Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act. |
|
| Certification of Principal Financial and Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act. |
|
| Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act. |
|
| FitLife Brands, Inc. Clawback Policy |
|
| 101.INS |
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
| 101.SCH |
Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL |
Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF |
Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB |
Inline XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE |
Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL Document and included in Exhibit 101) |
| * |
Previously filed in Original Filing. |
| ** |
Filed herewith. |
ITEM 16. FORM 10-K SUMMARY
None.
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, there unto duly authorized.
| Registrant |
FitLife Brands, Inc. |
|
| Date: April 28, 2025 |
By: /s/ Dayton Judd |
|
| Dayton Judd |
||
| Chief Executive Officer (Principal Executive Officer) |