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Share Name | Share Symbol | Market | Type |
---|---|---|---|
FitLife Brands Inc (PK) | USOTC:FTLF | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 16.43 | 15.46 | 19.00 | 0.00 | 01:00:00 |
Nevada
|
20-3464383
|
(State of Incorporation)
|
(IRS Employer Identification No.)
|
Large accelerated filer
|
☐
|
Accelerated filer
|
☐
|
Non–Accelerated filer
|
☒
|
Small reporting company
|
☒
|
Emerging growth company
|
☐
|
PAGE
|
||
PART III
|
||
ITEM 10.
|
1 | |
ITEM 11.
|
6 | |
ITEM 12.
|
9 | |
ITEM 13.
|
9 | |
ITEM 14.
|
10 | |
PART IV
|
||
ITEM 15.
|
11 | |
ITEM 16.
|
11 | |
12 |
Name
|
Age
|
Title
|
||
Dayton Judd
|
51
|
Chief Executive Officer and Chairman
|
||
Lewis Jaffe
|
66
|
Director
|
||
Grant Dawson
|
54
|
Director
|
||
Seth Yakatan
|
52
|
Director
|
||
Todd Ordal
|
65
|
Director
|
||
Jakob York
|
46
|
Chief Financial Officer
|
||
Patrick Ryan
|
44
|
Chief Retail Officer
|
||
Jenna Sinnett | 48 | Chief Operating Officer |
Members:
|
Grant Dawson (Chair)
|
|
Lewis Jaffe
|
||
Todd Ordal
Seth Yakatan
|
||
Number of Meetings Held:
|
The Audit Committee held four meetings during 2022.
|
|
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 2022 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 2022, 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
|
2022
|
$ | 340,462 | $ | 135,000 | $ | - | $ | - | $ | - | $ | 475,462 | |||||||||||||
Chief Executive Officer and Chair of the Board
|
2021
|
$ | 326,539 | $ | 100,000 | $ | 666,344 | $ | 184,620 | - | $ | 1,277,503 | ||||||||||||||
Patrick Ryan
|
2022
|
$ | 138,077 | $ | - | $ | - | $ | - | $ | 186,045 | $ | 324,122 | |||||||||||||
Chief Retail Officer
|
2021
|
$ | 132,692 | $ | 5,000 | $ | - | $ | - | $ | 214,448 | $ | 352,140 | |||||||||||||
Jenna Sinnett
|
2022
|
$ | 183,695 | $ | 15,000 | $ | - | $ | - | $ | - | $ | 198,692 | |||||||||||||
Chief Operating Officer
|
2021
|
$ | 176,539 | $ | 10,000 | $ | - | $ | - | $ | - | $ | 186,539 |
(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.
|
Name
|
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
($) |
Option
expiration
date
|
Number
of shares
or units of stock
that
have not vested (#) |
Market
value of
shares or
units of
stock
that have
not vested
($) |
||||||||||||||||||
Dayton Judd
|
7/31/2018
|
230,000 | - | - | $ | 0.70 |
7/31/2028
|
- | - | |||||||||||||||||
Chief Executive Officer and Chairman
|
2/5/2021
|
54,000 | (1) | 18,000 | - | $ | 5.24 |
2/5/2026
|
- | - | ||||||||||||||||
2/5/2021
|
42,000 | (1) | 14,000 | - | $ | 4.76 |
2/5/2031
|
- | - |
(1)
|
One-fourth of the stock options vested on the grant date of February 5, 2021, with the remainder vesting in three equal annual installments thereafter, becoming fully vested on February 5, 2024.
|
Plan category
|
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:
|
379,492 | $ | 3.09 | 262,000 |
Fees earned
or paid in cash |
Stock
awards |
Option
awards |
Total
|
|||||||||||||
Grant Dawson
|
$ | 40,000 | $ | - | $ | - | $ | 40,000 | ||||||||
Lewis Jaffe
|
$ | 40,000 | $ | - | $ | - | $ | 40,000 | ||||||||
Todd Ordal
|
$ | 40,000 | $ | - | $ | - | $ | 40,000 | ||||||||
Seth Yakatan
|
$ | 40,000 | $ | - | $ | - | $ | 40,000 |
(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 4,446,161 shares of our Common Stock outstanding at April 3, 2023.
|
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
|
2,883,529 | 58.7 |
%
|
|||||
Patrick Ryan, Chief Retail Officer
|
Common Stock
|
14,544 | * |
%
|
|||||
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
|
3,005,429 | 61.2 |
%
|
(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 489,401 shares of Common Stock held by Mr. Judd personally, including in IRA accounts; 230,000 shares of Common Stock issuable upon the exercise of stock options at $0.70 per share, exercisable within 60 days of April 3, 2023; 54,000 shares of Common Stock issuable upon the exercise of stock options at $5.24 per share, exercisable within 60 days of April 3, 2023; 42,000 shares of Common Stock issuable upon the exercise of stock options at $4.76 per share, exercisable within 60 days of April 3, 2023; 1,924,648 shares of Common Stock held by Sudbury Holdings, LLC; and 143,480 shares of Common Stock issuable upon the exercise of warrants held by Sudbury Holdings, LLC.
|
(3)
|
Consists of 2,484 shares of Common Stock held by Mr. York in an IRA account, and 2,500 shares of Common Stock issuable upon the exercise of stock options at $15.65 per share, exercisable within 60 days of April 3, 2023.
|
Year Ended
December 31,
|
||||||||
2022
|
2021
|
|||||||
Audit fees
|
$ | 148,000 | $ | 230,000 | ||||
Audit-related fees
|
4,000 | 15,000 | ||||||
Tax fees
|
24,000 | 37,000 | ||||||
All other fees
|
- | - | ||||||
Total
|
$ | 176,000 | $ | 282,000 |
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)
|
|
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).
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|
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).
|
|
Code of Ethics (incorporated by reference to Exhibit 14.1 to the Company’s Annual Report on Form 10-K filed on March 27, 2009).
|
|
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 Weaver and Tidwell, LLP, 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)
|
Registrant
|
FitLife Brands, Inc.
|
|
Date: April 27, 2023
|
By: /s/ Dayton Judd
|
|
Dayton Judd
|
||
Chief Executive Officer (Principal Executive Officer)
|
1 Year FitLife Brands (PK) Chart |
1 Month FitLife Brands (PK) Chart |
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