8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  June 2, 2015

iSATORI, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-11900	75-2422983
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

15000 W 6th Avenue, Suite 202 Golden, Colorado	80401
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 303-215-9174

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01.

Other Events.

On June 2, 2015, FitLife Brands, Inc. issued a press release responding to certain questions it had received concerning its proposed merger with iSatori, Inc. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.	Description
99.1	Press Release, dated as of June 2, 2015

Forward-Looking Statements

Certain statements in this communication regarding the proposed merger of iSatori with and into Fit Life Brands, including any statements regarding the expected timetable for completing the transaction, benefits and synergies of the transaction, future opportunities for the combined company and products, and any other statements regarding Fit Life Brands’ and iSatori’s future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not historical facts are forward-looking statements. These statements are often, but not always, made through the use of words or phrases such as “may”, “believe,” “anticipate,” “could”, “should,” “intend,” “plan,” “will,” “aim(s),” “can,” “would,” “expect(s),” “estimate(s),” “project(s),” “forecast(s)”, “positioned,” “approximately,” “potential,” “goal,” “pro forma,” “strategy,” “outlook” and similar expressions. All such forward-looking statements involve estimates and assumptions that are subject to risks, uncertainties and other factors that could cause actual results to differ materially from the results expressed or implied in this communication. These statements are based on management’s current expectations and/or beliefs and assumptions that management considers reasonable, which assumptions may or may not prove correct.

Among the key factors that could cause actual results to differ materially from those expressed or implied in the forward-looking statements are the following: (i) the expected timeframe for completing the merger described herein (the “Merger”) and the transactions contemplated thereby; (ii) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement described herein (the “Merger Agreement”); (iii) the risk that one or more of the conditions to closing of the Merger may not be satisfied, including, without limitation, the effectiveness of the registration statement to be filed with the SEC and the approval of the Merger by iSatori’s stockholders; (iv) the risk of disruptions to current plans and operations, increased operating costs and the potential difficulties in maintaining customer, supplier, employee, operational and strategic relationships as a result of the announcement and consummation of the Merger or otherwise; (v) adverse results in any legal proceedings that may be instituted against iSatori, Fit Life Brands, their respective affiliates or others following announcement of the Merger Agreement and transactions contemplated thereby; (vi) the risk that unexpected costs will be incurred in connection with the Merger; (vii) the risk that the projected value creation and efficiencies from the Merger will not be realized, or will not be realized within the anticipated time period; (viii) Fit Life Brands’ ability to promptly, efficiently and effectively integrate iSatori’s operations into those of the combined company; (ix) the lack of a public market for shares of Fit Life Brands’ common stock and the possibility that a market for such shares may not develop; (x) working capital needs; (xi) continued compliance with government regulations; (xii) labor practices; (xiii) the combined company’s ability to achieve increased market acceptance for its product and service offerings and penetrate new markets; and (xiv) the possibility that iSatori or Fit Life Brands may be adversely affected by other economic, business and/or competitive factors, including rapidly changing customer preferences and trends.

Additional information concerning these and other factors can be found in iSatori’s filings with the SEC, including iSatori’s most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and in the Registration Statement on Form S-4 filed by Fit Life Brands in connection with the proposed transaction. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Fit Life Brands and iSatori are under no obligation to, and expressly disclaim any obligation to, update or alter any forward-looking statements, whether as a result of new information, future events, changes in assumptions or otherwise, except as required by applicable law.

A registration statement on Form S-4 related to the proposed transaction will be filed with the SEC. The securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. Investors are urged to read the registration statement and other relevant documents filed with the SEC when they become available.

ADDITIONAL INFORMATION AND WHERE YOU CAN FIND IT

In connection with the proposed transaction between iSatori and Fit Life Brands, iSatori and Fit Life Brands have filed and intend to continue to file relevant materials with the SEC, including a Registration Statement on Form S-4 that includes a preliminary proxy statement of iSatori and also constitutes a preliminary prospectus of Fit Life Brands. A definitive proxy statement/prospectus will be mailed to iSatori’s stockholders when the registration statement has become effective. Fit Life Brands and iSatori will each also file other documents regarding the proposed transaction with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ISATORI, FIT LIFE BRANDS AND THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain free copies of the registration statement and the proxy statement/prospectus (when they become available) and other documents filed with the SEC (when they become available) by Fit Life Brands or iSatori through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by iSatori will be available free of charge on iSatori’s website at http://www.iSatori.com/or by contacting Andrea Clem, EVP, Finance & Corporate Controller, iSatori, Inc., at 15000 W. 6^th Ave. #202, Golden, Colorado 80401 USA or by e-mail at aclem@iSatori.com. Copies of documents filed with the SEC by Fit Life Brands will also be available free of charge on Fit Life Brands’ website at http://www.FitLifeBrands.com/ or by contacting Attn.: Mike Abrams, CFO, Fit Life Brands, Inc. 4509 S. 143^rd Street, Suite #1, Omaha, Nebraska 68137 USA or by e-mail at mabrams@fitlifebrands.com.

PARTICIPANTS IN SOLICITATION

This communication is not a solicitation of a proxy from any investor or security holder. However, iSatori, Fit Life Brands, their respective directors and certain of their respective executive officers may be deemed participants in the solicitation of proxies in connection with the proposed transaction under the rules of the SEC. INFORMATION REGARDING THE PARTICIPANTS IN THE PROXY SOLICITATIONS, INCLUDING ISATORI’S AND FIT LIFE BRANDS’S DIRECTORS AND EXECUTIVE OFFICERS, AND A MORE COMPLETE DESCRIPTION OF THEIR DIRECT AND INDIRECT INTERESTS IN THE PROPOSED TRANSACTION, BY SECURITY HOLDINGS OR OTHERWISE, WILL BE CONTAINED IN THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT MATERIALS FILED BY ISATORI AND FIT LIFE BRANDS WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION. These documents can be obtained free of charge from the respective sources indicated above.

NON-SOLICITATION

This communication does not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities of Fit Life Brands or iSatori, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended (the “Securities Act”), or as otherwise permitted under the Securities Act or the rules promulgated thereunder. This communication does not constitute the solicitation of any vote or approval.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 2, 2015

iSATORI, INC.
By:	/s/ Stephen Adelé
Stephen Adelé
Chief Executive Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release, dated as of June 2, 2015

EX-99

Exhibit 99.1

FitLife Brands Frequently Asked Questions Regarding

Proposed Merger with iSatori

OMAHA, NE – (BUSINESS WIRE) – June 2, 2015 — FitLife Brands, Inc. (“FitLife”) (OTCBB: FTLF), an international provider of innovative and proprietary nutritional supplements for health conscious consumers marketed under the brand names NDS Nutrition Products™ (“NDS”) (www.ndsnutrition.com), PMD® (www.pmdsports.com), SirenLabs® (www.sirenlabs.com) and CoreActive® (www.coreactivenutrition.com) today released a series of Frequently Asked Questions in regard to the previously announced proposed merger with iSatori (OTCQB: IFIT).

“We would like to respond to questions that we have been receiving from investors regarding the recently announced prospective merger with iSatori,” stated John Wilson, Chief Executive Officer of FitLife Brands.  “The respective management teams at both iSatori and FitLife are excited about the anticipated accretive strategic benefits and financial implications for our respective shareholders and are highly confident that the combined organization will emerge as an innovative leader in our industry.  In support of that vision, we offer the following responses to several key frequently asked questions about the merger,” concluded Mr. Wilson.  

Frequently Asked Questions in Reference to the Proposed iSatori Merger:

What is the rationale behind the structure of the merger?

Management teams for both companies agreed that an equity transaction was a better option than a combination of cash and equity and are very excited about the accretive strategic benefits and financial implications of the transaction. The intent of the merger was not to cash out iSatori shareholders, but rather allow the shareholders of both companies an opportunity to participate in the upside potential and value creation of the combined company. To accomplish this, iSatori shareholders will receive slightly more than 4 million shares of FitLife stock when the merger closes.

As part of the transaction, FitLife received an option to purchase, together with a right of first refusal to purchase, certain shares of FitLife stock that will be issued in connection with the merger.  These rights are exercisable only if the merger closes.  Specifically, affiliates of the two largest shareholders of iSatori granted FitLife an option to purchase approximately 570,000 shares of FitLife stock to be issued to the affiliates in connection with the merger.  This option expires on December 31, 2015.  Separately, another affiliate also granted FitLife a right of first refusal to purchase approximately 800,000 shares of FitLife stock to be issued in connection with the merger.  To the extent either of these rights is exercised by the Company, it would result in a reduction in the number of outstanding FitLife shares issued as part of the merger.

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How did you come to the purchase price?

Relative valuation was based on 2014 audited revenue for both companies, which was adjusted slightly to provide an accurate comparison in light of slightly different revenue recognition policies, both of which, however, were consistent with GAAP.  As such, the number of shares to be issued to shareholders of iSatori will not fluctuate as a result of changes in either company’s underlying stock price., The iSatori shareholders will receive shares in FitLife such that the shareholders of iSatori will own 32.4% of the combined company, which is consistent with relative revenue contributions based on 2014 audited results for both FitLife and iSatori.  FitLife received a fairness opinion that supported the above structure and implied purchase price. If the Company fully exercises its purchase option, the ownership percentage of prior iSatori shareholders will decline to 28%. If both the option to purchase and the right of first refusal are fully exercised, such ownership would be 21%.

How does iSatori and the proposed merger fit in with the overall strategy of the firm?

The merger with iSatori provides FitLife with four key strategic elements as follows: 1) high-quality revenue from  premium and well respected brands; 2) established alternative distribution outside FitLife’s current focus on GNC franchise locations, which offers both risk mitigation through diversification and strategic cross selling opportunities; 3) management talent with deep industry knowledge, credibility and expertise; and, 4) compelling intellectual property which could enable significant product differentiation and provide a sustainable competitive advantage in several critical products, channels and applications.

Will the merger be accretive, and if so, when?

If the Company fully exercises its option to purchase, the Company will issue a net total of approximately 3.5 million shares of common stock in connection with the merger. FitLife posted earnings of 20 cents per share on a fully-diluted basis in 2014. At that same level, iSatori would need to contribute at least $700,000 to FitLife’s bottom line in order be accretive. Taking into account redundant public company costs, other synergies, economies of scale and the re-engineering of iSatori’s cost structure to be more in line with FitLife’s, management expects that the merger will be accretive in the first year with the potential to be increasingly accretive in the long-term. Integration planning, which is already underway, will seek to identify and quantify cost savings with granular specificity and implement best practices as primary goals of the process.

When will the deal close?

The transaction is expected to close in the latter part of the third quarter or beginning of the fourth quarter.  The material prerequisites necessary to close are approval from iSatori shareholders and the filing of an S-4 registration statement covering the shares issued in connection with the merger. Parties owning a super-majority of the current number of outstanding common stock of iSatori executed voting agreements in support of the transaction in connection with the execution of the merger agreement. Work on the S-4 has already begun and the Company will file it with the SEC for review and comment as quickly as possible.

About FitLife Brands

FitLife Brands is a marketer and manufacturer of innovative and proprietary nutritional supplements for health conscious consumers. FitLife markets over 60 different dietary supplements to promote sports nutrition, improved performance, weight loss and general health primarily through domestic and international GNC® franchise locations. FitLife is headquartered in Omaha, Nebraska. For more information please visit our new website at www.fitlifebrands.com.

Investor Relations Contact:

Three Part Advisors, LLC

David Mossberg, 817-310-0051, or

Jeff Elliott 972-423-7070

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Forward-Looking Statement

Statements in this release that are forward looking involve known and unknown risks and uncertainties, which may cause the Company's actual results in future periods to be materially different from any future performance that may be suggested in this news release. Such factors may include, but are not limited to: the ability to of the Company to continue to grow revenue; and the Company's ability to continue to achieve positive cash flow given the Company's existing and anticipated operating and other costs. Many of these risks and uncertainties are beyond the Company's control. Reference is made to the discussion of risk factors detailed in The Company's filings with the Securities and Exchange Commission including its reports on Form 10-K and 10-Q. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the dates on which they are made.

Additional Information and Where to Find It

In connection with the proposed transaction, FitLife intends to file with the SEC a registration statement on Form S-4 that will include a proxy statement of iSatori that also constitutes a prospectus of FitLife. Investors and security holders are urged to read the proxy statement/prospectus and other relevant documents filed with the SEC, when they become available, because they will contain important information about the proposed transaction.

Investors and security holders may obtain free copies of these documents, when they become available, and other documents filed with the SEC at www.sec.gov. Investors and security holders may obtain free copies of the documents filed with the SEC by FitLife by contacting FitLife Investor Relations at (402) 504-3105, or 4509 S. 143^rd Street, Suite 1, Omaha, NE 68137. Investors and security holders may obtain free copies of the documents filed with the SEC by iSatori by contacting iSatori Investor Relations at (909) 336-5685, or 329 Summit Road, Lake Arrowhead, CA 92352.

FitLife and iSatori and their respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about FitLife’s directors and executive officers is available in FitLife’s proxy statement for its 2015 Annual Meeting of Stockholders filed with the SEC on April 30, 2015. Information about directors and executive officers of iSatori is available in the information statement for the stockholders of iSatori filed with the SEC on August 14, 2014. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the merger when they become available. Investors should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from FitLife or iSatori using the sources indicated above.

This document and the information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.

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