|
|
(State of Incorporation)
|
(IRS Employer Identification No.)
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
|
|
The
|
Large accelerated filer
|
☐
|
Accelerated filer
|
☐
|
|
☒
|
Small reporting company
|
|
Emerging growth company
|
|
PAGE
|
||
PART III
|
1 | |
ITEM 10.
|
Directors, Executive Officers, and Corporate Governance
|
1 |
ITEM 11.
|
Executive Compensation
|
6 |
ITEM 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
8 |
ITEM 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
10 |
ITEM 14.
|
Principal Accountant Fees and Services
|
10 |
PART IV
|
11 | |
ITEM 15.
|
Exhibits and Financial Statement Schedules
|
11 |
ITEM 16.
|
Form 10-K Summary
|
12 |
SIGNATURES
|
13 | |
CERTIFICATIONS
|
||
Exhibit 31 – Certification pursuant to Rule 13a-14(a) and 15d-14(a)
|
Name
|
Age
|
Title
|
||
Dayton Judd
|
52
|
Chief Executive Officer and Chairman
|
||
Lewis Jaffe
|
67
|
Director
|
||
Grant Dawson
|
55
|
Director
|
||
Seth Yakatan
|
53
|
Director
|
||
Todd Ordal
|
67
|
Director
|
||
Jakob York
|
47
|
Chief Financial Officer
|
||
Patrick Ryan
|
45
|
Chief Retail Officer
|
||
Jenna Sinnett
|
44
|
Chief Operating Officer
|
Members:
|
Grant Dawson (Chair)
Lewis Jaffe
Todd Ordal
Seth Yakatan
|
|
Number of Meetings Held:
|
The Audit Committee held four meetings during 2023 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 the SEC for audit committees. In addition, the Board has determined that Messrs. Dawson, Jaffe and Ordal 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, Jaffe and Ordal that are greater than those generally imposed on them as members of the Audit Committee and the Board, and their designations as audit committee financial experts does not affect the duties, obligations or liability of any other member of the Audit Committee or the Board.
|
Members:
|
Grant Dawson (Chair)
Lewis Jaffe
Todd Ordal
Seth Yakatan
|
|
Number of Meetings Held:
|
The Compensation Committee held one meeting during 2023 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.
|
Members:
|
Lewis Jaffe (Chair)
|
|
Grant Dawson
Todd Ordal
|
||
Seth Yakatan
|
||
Number of Meetings Held:
|
The Nominating and Corporate Governance Committee held no meetings during 2023, electing instead to address Committee matters by action taken by the full Board.
|
|
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.
|
Name and principal position
|
Year
|
Salary
|
Bonus
|
Stock
awards
|
Warrants/
option awards (1) |
All other
compensation (2)
|
Total
|
|||||||||||||||||||||
Dayton Judd
|
2023
|
$ | 372,000 | $ | 160,000 | $ | - | $ | - | $ | - | $ | 532,000 | |||||||||||||||
Chief Executive Officer and Chair of the Board
|
2022
|
$ | 340,462 | $ | 135,000 | $ | - | $ | - | $ | - | $ | 475,462 | |||||||||||||||
Patrick Ryan
|
2023
|
$ | 148,077 | $ | 5,000 | $ | - | $ | - | $ | 151,669 | $ | 304,746 | |||||||||||||||
Chief Retail Officer
|
2022
|
$ | 138,077 | $ | - | $ | - | $ | - | $ | 186,045 | $ | 324,122 | |||||||||||||||
Jakob York
|
2023
|
$ | 204,616 | $ | 40,000 | $ | - | $ | 16,060 | $ | - | $ | 260,676 | |||||||||||||||
Chief Financial Officer
|
2022 (3) | $ | 69,230 | $ | - | $ | - | $ | 89,700 | $ | - | $ | 158,930 |
(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)
(3)
|
Amounts reflect commissions paid to the Named Executive Officer.
Jakob York was hired as CFO on August 15, 2022.
|
|
Grant
date
|
Number of
securities
underlying
unexercised
options
exercisable
|
Number of
securities
underlying
unexercised
options
unexercisable
|
Equity
incentive plan
awards: Number of
underlying
unexercised
unearned
options |
Option
exercise
price
|
Option
expiration
date
|
||||||||||||
Dayton Judd
|
7/31/2018
|
221,400 | - | - | $ | 0.70 |
7/31/2028
|
|||||||||||
Chief Executive Officer and Chairman
|
2/5/2021
|
72,000 | - | - | $ | 5.24 |
2/5/2026
|
|||||||||||
2/5/2021
|
56,000 | - | - | $ | 4.76 |
2/5/2031
|
||||||||||||
Jakob York
|
8/15/2022
|
5,000 | (1) | 5,000 | - | $ | 15.65 |
8/15/2027
|
||||||||||
Chief Financial Officer
|
8/15/2023
|
500 | (2) | 1,500 | - | $ | 18.15 |
8/15/2028
|
(1)
|
One-fourth of the stock options vested on the grant date of August 15, 2022, with the remainder vesting in three equal annual installments thereafter, becoming fully vested on August 15, 2025.
|
(2)
|
One-fourth of the stock options vested on the grant date of August 15, 2023, with the remainder vesting in three equal annual installments thereafter, becoming fully vested on August 15, 2026.
|
|
Number of
Securities to be
issued upon exercise of outstanding options, warrants and rights |
Weighted-
average
exercise
price of
outstanding
options,
warrants and rights
|
Number of
securities
remaining
available
for future
issuance under equity
compensation
plans
(excluding
securities
reflected in
first column)
|
|||||||||
Equity compensation plans approved by security holders:
|
484,428 | $ | 6.82 | 145,000 |
Fees earned
or paid in cash |
Stock
awards |
Option
awards |
Total
|
|||||||||||||
Grant Dawson
|
$ | 42,500 | $ | - | $ | - | $ | 42,500 | ||||||||
Lewis Jaffe
|
$ | 42,500 | $ | - | $ | - | $ | 42,500 | ||||||||
Todd Ordal
|
$ | 42,500 | $ | - | $ | - | $ | 42,500 | ||||||||
Seth Yakatan
|
$ | 42,500 | $ | - | $ | - | $ | 42,500 |
(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 4,598,241 shares of our Common Stock outstanding at April 18, 2024.
|
Name and address of owner (1)
|
Title of class
|
Number of
shares
owned
|
Percentage
of class
|
||||||
Dayton Judd, Chair and Chief Executive Officer (2)
|
Common Stock
|
2,915,529 | 58.9 | % | |||||
Jakob York, Chief Financial Officer (3)
|
Common Stock
|
8,984 | * | ||||||
Patrick Ryan, Chief Retail Officer
|
Common Stock
|
10,544 | * | ||||||
Jenna Sinnett, Chief Operating Officer
|
Common Stock
|
5,600 | * | ||||||
Grant Dawson
|
Common Stock
|
76,428 | 1.7 | % | |||||
Lewis Jaffe
|
Common Stock
|
- | * | ||||||
Todd Ordal
|
Common Stock
|
30,944 | * | ||||||
Seth Yakatan
|
Common Stock
|
- | * | ||||||
All Officers and Directors as a group (seven persons)
|
Common Stock
|
3,048,029 | 61.5 | % |
(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 498,001 shares of Common Stock held by Mr. Judd personally, including shares in IRA accounts; 221,400 shares of Common Stock issuable upon the exercise of stock options at $0.70 per share, exercisable within 60 days of April 18, 2024; 72,000 shares of Common Stock issuable upon the exercise of stock options at $5.24 per share, exercisable within 60 days of April 18, 2024; 56,000 shares of Common Stock issuable upon the exercise of stock options at $4.76 per share, exercisable within 60 days of April 18, 2024; and 2,068,128 shares of Common Stock held by Sudbury Holdings, LLC.
|
|
(3)
|
Consists of 3,484 shares of Common Stock held by Mr. York in IRA accounts, 5,000 shares of Common Stock issuable upon the exercise of stock options at $15.65 per share exercisable within 60 days of April 18, 2024, and 500 shares of Common Stock issuable upon the exercise of stock options at $18.15 per share exercisable within 60 days of April 18, 2024.
|
Year ended
December 31,
|
||||||||
2023
|
2022
|
|||||||
Audit fees
|
$ | 243,000 | $ | 148,000 | ||||
Audit-related fees
|
6,000 | 4,000 | ||||||
Tax fees
|
- | - | ||||||
All other fees
|
34,000 | - | ||||||
Total
|
$ | 283,000 | $ | 152,000 |
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 3.2 filed with Amendment No. 3 to the Company’s Registration Statement on Form SB2 (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).
|
|
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).
|
|
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).
|
|
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).
|
|
FitLife Brands, Inc. Code of Business Conduct and Ethics.
|
|
Letter from Weaver and Tidwell, LLP dated October 17, 2022 (incorporated by reference to Exhibit 16.1 to the Company’s Current Report on Form 8-K filed October 18, 2022).
|
|
List of Subsidiaries.
|
|
Consent of Weinberg & Company, PA, Independent Registered Public Accounting Firm
|
|
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.
|
|
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.
|
Registrant
|
FitLife Brands, Inc.
|
|
Date: April 22, 2024
|
By: /s/ Dayton Judd
|
|
Dayton Judd
|
||
Chief Executive Officer (Principal Executive Officer)
|
Exhibit 14.1
FITLIFE BRANDS, INC.
CODE OF BUSINESS CONDUCT AND ETHICS
Adopted by the Board of Directors of FitLife Brands, Inc. on August 9, 2023.
I. |
SCOPE OF CODE |
The Board of Directors (the “Board”) of FitLife Brands, Inc., a Nevada corporation (the “Company”), has adopted this Code of Business Conduct and Ethics (the “Code”) for the members of the Board, the executive officers (as defined under the regulations of the Securities and Exchange Commission) of the Company, including, in any case, but not limited to, the Company’s principal executive officer, principal financial officer, principal accounting officer or persons performing similar functions, and the employees of the Company. Each director, executive officer, and employee shall be responsible for complying with this Code.
If any director, executive officer or employee believes that a prohibited act under this Code has occurred, then he or she shall promptly report such belief to the Chairman of the Board and the Chief Financial Officer of the Company. Although this is the preferred method for reporting prohibited acts, any director, executive officer or employee should also feel free to report any such alleged prohibited act hereunder to the Chairman of the Audit Committee.
The Board shall review and investigate any such reported prohibited act, without the participation of any director who may be the subject of such report. If the Board determines that any such act represents a violation under this Code, then appropriate remedial or disciplinary action shall be taken. The Company shall disclose any such violation and the remedial or disciplinary action taken, to the extent required by the Federal securities or other applicable laws, including a full, fair, accurate, timely and understandable disclosure in reports and documents the Company submits to or files with the Securities and Exchange Commission (when and if it is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended). If the Board determines that any such act represents a violation under this Code but does not believe that any remedial or disciplinary action is necessary or desirable (or if the entire Board agrees to waive compliance with a provision of the Code on behalf of any director or executive officer), then the Company shall promptly disclose the violation or waiver and the Board's rationale for its decision. In addition, the Company shall disclose if the Board fails to investigate or take action within a reasonable period of time after learning of any such alleged prohibited act under this Code.
All directors, executive officers and employees are expected to provide full cooperation and disclosure to the Board, the Company and its internal and external auditors in connection with any review of compliance with this Code.
II. |
CONFLICTS OF INTEREST |
Every director, executive officer and employee has a duty to avoid business, financial or other direct or indirect interests or relationships that conflict with the interests of the Company or that divide such person’s loyalty to the Company. A conflict or the appearance of a conflict of interest may arise in many ways. Each director, executive officer and employee must deal at arm's length with the Company and should disclose to the independent directors, as so designated by the Board, any conflict or any appearance of a conflict of interest on his or her part. Any activity that even appears to present such a conflict must be avoided or terminated unless, after such disclosure to the independent directors, it is determined that the activity is not harmful to the Company or otherwise improper. The result of the process of disclosure, discussion and consultation may result in the approval of certain relationships or transactions on the ground that, despite the appearance of any conflict of interest, they are not harmful to the Company. Notwithstanding the foregoing, all conflicts and appearances of conflicts of interest are prohibited, even if they do not harm the Company, unless they have gone through this process.
III. |
CONDUCT OF BUSINESS AND FAIR DEALING |
No director, executive officer or employee shall:
1. |
Compete with the Company by providing services to a competitor as an employee, officer or director or in a similar capacity; |
2. |
Profit, or assist others to profit, from confidential information or business opportunities that are available because of services to the Company; |
3. |
Take unfair advantage of any customer, supplier, competitor or other person through manipulation, concealment, misrepresentation of material facts or other unfair-dealing practice; or |
4. |
Improperly influence or attempt to influence any business transaction between the Company and another entity in which a director, executive officer or employee has a direct or indirect financial interest or acts as an employee, officer or director or in a similar capacity. |
IV. |
GIFTS |
No director, executive officer or employee shall solicit or accept gifts, payments, loans, services or any form of compensation from suppliers, customers, competitors or others seeking to do business with the Company. Social amenities customarily associated with legitimate business relationships are permissible. Such amenities include the usual forms of entertainment such as lunches or dinners as well as occasional gifts of modest value. While it is difficult to define "customary," "modest" or "usual" by stating a specific dollar amount, common sense should dictate what would be considered extravagant or excessive. If a disinterested third party would be likely to infer that it affected the judgment of a director, executive officer or employee, then such amenity is impermissible. All business dealings must be on arm's length terms and free of any favorable treatment resulting from the personal interest of our directors, executive officers and employees.
V. |
COMPLIANCE WITH LAWS AND REGULATIONS |
It is the policy of the Company to comply with the laws of each country in which the Company conducts business. Each director, executive officer and employee shall comply with all applicable laws, rules and regulations, and shall use all reasonable efforts to oversee compliance by other employees, directors and executive officers with all applicable laws, rules and regulations.
VI. |
USE OF NON-PUBLIC INFORMATION |
A director, executive officer or employee who knows important information about the Company that has not been disclosed to the public must keep such information confidential. The foregoing shall apply both in the case of the Company being privately held and when it is publicly traded and subject to the reporting requirements of the Securities Exchange Act of 1934, as amended. Directors, executive officers and employees shall maintain the confidentiality of any non-public information learned in the performance of their duties on behalf of the Company, except when disclosure is authorized or legally mandated.
It is a violation of United States law to purchase or sell the Company's stock on the basis of such important non-public information when publicly traded. Directors, executive officers and employees may not do so and may not provide such information to others for that or any other purpose. Directors, executive officers and employees also may not buy or sell securities of any other Company using important non-public information obtained in the performance of their duties on behalf of the Company and may not provide any such information so obtained to others.
VII. |
USE OF COMPANY FUNDS, ASSETS AND INFORMATION |
Each director, executive officer and employee shall protect the Company's funds, assets and information and shall not use the Company funds, assets or information to pursue personal opportunities or gain. No undisclosed or unrecorded fund or asset shall be established for any purpose. No Company funds, assets or information shall be used for any unlawful purpose. No false or artificial entries shall be made in the books and records of the Company for any reason, and no director, executive officer or employee shall engage in any arrangement that results in such prohibited act.
Certification
I, ________________________________ , hereby certify that:
(Print Name Above)
1. |
I have received and carefully read the Code of Business Conduct and Ethics of FitLife Brands, Inc. |
2. |
I have had ample opportunity to ask questions and seek clarification with respect to the Code of Business Conduct and Ethics of FitLife Brands, Inc. |
3. |
I understand the Code of Business Conduct and Ethics of FitLife Brands, Inc. |
4. |
I have complied and will continue to comply with the terms of the Code of Business Conduct and Ethics of FitLife Brands, Inc. |
Date: _________________ | ||||
(Signature) |
EACH EMPLOYEE, OFFICER AND DIRECTOR IS REQUIRED
TO SIGN, DATE AND RETURN THIS CERTIFICATION TO THE
CHIEF FINANCIAL OFFICER WITHIN 10 DAYS OF RECEIPT
OF THE POLICY. FAILURE TO DO SO MAY RESULT IN
DISCIPLINARY ACTION.
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statements on Form S-8 of FitLife Brands, Inc. of our report dated March 29, 2024 relating to the financial statements of FitLife Brands, Inc. as of December 31, 2023 and 2022 and for the years then ended which appears in this Form 10-K.
/s/Weinberg & Company, P.A.
Los Angeles, California
April 16, 2024
Exhibit 31.1
Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and pursuant to Rule 13a-14(a) and Rule 15d-14 under the Securities Exchange Act of 1934
I, Dayton Judd, Chief Executive Officer of the Company, certify that:
1. |
I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K of FitLife Brands, Inc.; |
|
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
|
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
|
|
4. |
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a. |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
|
||
b. |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
|
||
c. |
Evaluated the effectiveness of the registrant’s disclosure and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluations: and |
|
|
||
d. |
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. |
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
a. |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
|
|
||
b. |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
Registrant
Date: April 22, 2024 |
FitLife Brands, Inc.
By: /s/ Dayton Judd |
Dayton Judd |
|
Chief Executive Officer (Principal Executive Officer) |
Exhibit 31.2
Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and pursuant to Rule 13a-14(a) and Rule 15d-14 under the Securities Exchange Act of 1934
I, Jakob York, Chief Financial Officer of the Company, certify that:
1. |
I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K of FitLife Brands, Inc.; |
|
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
|
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
|
|
4. |
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a. |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
|
||
b. |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
|
||
c. |
Evaluated the effectiveness of the registrant’s disclosure and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluations: and |
|
|
||
d. |
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. |
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
a. |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
|
|
||
b. |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
Registrant
Date: April 22, 2024 |
FitLife Brands, Inc.
By: /s/ Jakob York |
Jakob York |
|
Chief Financial Officer (Principal Financial Officer) |
Document And Entity Information - USD ($) |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2023 |
Apr. 18, 2024 |
Jun. 30, 2023 |
|
Document Information [Line Items] | |||
Entity, Registrant Name | FITLIFE BRANDS, INC. | ||
Current Fiscal Year End Date | --12-31 | ||
Document, Fiscal Period Focus | FY | ||
Document, Fiscal Year Focus | 2023 | ||
Document, Type | 10-K/A | ||
Document, Annual Report | true | ||
Document, Period End Date | Dec. 31, 2023 | ||
Document, Transition Report | false | ||
Entity, File Number | 000-52369 | ||
Entity, Incorporation, State or Country Code | NV | ||
Entity, Tax Identification Number | 20-3464383 | ||
Entity, Address, Address Line One | 5214 S. 136th Street | ||
Entity, Address, City or Town | Omaha | ||
Entity, Address, State or Province | NE | ||
Entity, Address, Postal Zip Code | 68137 | ||
City Area Code | 402 | ||
Local Phone Number | 991-5618 | ||
Title of 12(b) Security | Common Stock, par value $0.01 per share | ||
Trading Symbol | FTLF | ||
Security Exchange Name | NASDAQ | ||
Entity, Well-known Seasoned Issuer | No | ||
Entity, Voluntary Filers | No | ||
Entity, Current Reporting Status | Yes | ||
Entity, Interactive Data, Current | Yes | ||
Entity, Filer Category | Non-accelerated Filer | ||
Entity, Small Business | true | ||
Entity, Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Document, Financial Statement Error Correction Flag | false | ||
Entity, Shell Company | false | ||
Entity, Public Float | $ 32,319,000 | ||
Entity, Common Stock Shares, Outstanding | 4,598,241 | ||
Amendment Description | 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, 2023, originally filed with the Securities and Exchange Commission (“SEC”) on March 29, 2024 (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. | ||
Amendment Flag | true | ||
Entity, Central Index Key | 0001374328 |
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
P?-X+Y6,R- (;Q8 HP'^N%\?Q/ZYFCZ[$8IFWN M1.:HSQSUL5XN).L_&(_;)S:/>Z5Q'(91A&4TRYP*,BQO401?=S1,&WA@/,#T M>[G&=QNOD*?K -O3IRH$6RE>B=A*\5P#XLX;>,2Q>[ !W\T!- MN7W"$'85TX:]P3@2QQ@"M>BNT2A"LA/!Q[T_V%L2AG'L1@!S*PA##(&W$4/[J-@>T\%NS^?Z4]02P,$% @ !%Z66)>*NQS $P( M L !?
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end
KD']]#M$.Z:XE.XR_M $S0
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M19);>[S[^\G'R_KYR;NS^NN+LY/?Z+LQ E]L*EY-$P*KPD0< 0SZ@AU V"?_JH$C"F59\$&',V?8(K?S"N5
M!!IL +^BL2V'D]ZL-,\85(R(!08]4"R6=<.^+_X3DCKN9NZ5"$F2N?C17'R0
M> NAKS$6 F0I%\A:@II=$XW@
M'0MJN$8E"HD%$$YU3I$N3+5>GXC;E"523^P,:PU<".L,^?"<$H/>J&5M"3+M
M3)D-;7=FQU6H^?W/X0,CR.$.HN;Y"L0\MR4BEC$I(FHZA*T.; @9?F3<@,
2'PDY@2*.3^(5.ES"]=E4K2_8!)_%BY-KZ%;13R<5MG5^
M?AY79]?0@M4!H=!6_/>7FT$RI1F)6*[;)-%<"G915 =O1$)4U9"-$@(C0G^+
M5K!('XI:[>BD=30OTG#=<$0F4G!Z3\?!\N.W^_YV2[!
DDT!Y%J_06AYM+)A5T1N:">G%6P/9R6+5S),6-?4Q<-
MGIQRZ89CN/6\FFDK(**:EE/:4"FMWF\WG6[164J]@"RE
MP&FFFK(+ :#5AATZ-[WSL_-VJW=^=5D< B\ OA26H(M@Q+&ZP51=9 FH=OHH
MXGRK#Z/.RT8#RTK2F=^F*7\5'=]67<]4GR+3I\B6/FB4DW:]Y@O-K^S95Y9_
MM9+XSF,/^NGY3:?=N[KITL&OSK\Z[=]ZY[_C^2L0
.C
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M+*D[**:3)E(B:?DV]T IN96-Q26;2"\,.)4=XFIQ DY47SJ:_0#XM:
J\:L5)UW@ORG#:Z5Q$D:459SV&
M'F,KQR@0%]H.Q7G9AJY:;]9Z\ZI5IWJU=*0SH0LSG%:>BRBVM/*LQ]!C;.48
M!>)"VZ$\+]]25ZO/6GU>M?*DW
D"
MVT< T ( !=Q0 &5X7S8U-S,P,BYH=&U02P$"% ,4
M" $7I98@/;>FZ0( %2 #0 @ %&'0 97A?-C4W,S S
M+FAT;5!+ 0(4 Q0 ( 1>EE@]U*;'8@, &X- 1 "
M 14F !F=&QF+3(P,C,Q,C,Q+GAS9%!+ 0(4 Q0 ( 1>EE@&M8F=% 8
M $M 5 " :8I !F=&QF+3(P,C,Q,C,Q7V1E9BYX;6Q0
M2P$"% ,4 " $7I98(NMQ5_<' #65P %0 @ 'M+P
M9G1L9BTR,#(S,3(S,5]L86(N>&UL4$L! A0#% @ !%Z66 KS376Q!0
MKD, !4 ( !%S@ &9T;&8M,C R,S$R,S%?<')E+GAM;%!+
M 0(4 Q0 ( 1>EEA"-=9N_U\ *)C! 5 " ?L] !F
J=&QF,C R,S$R,S%?,3!K82YH=&U02P4& D "0 W @ +9X
end