Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): September 14, 2023

Commission File Number: 000-52369

FitLife Brands, Inc.

(Exact name of registrant as specified in its charter.)

Nevada	20-3464383
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

5214 S. 136th Street, Omaha, Nebraska 68137

(Address of principal executive offices)

402-884-1894

(Registrant's Telephone number)

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:

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of exchange on which registered
N/A	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2)

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. ☐

Item 8.01 Other Events.

On September 14, 2023, FitLife Brands, Inc. (the “Company”) issued a press release to announce that the Company has received approval to list its common stock, par value $0.01 per share (“Common Stock”), on the Nasdaq Capital Market (“Nasdaq”). The Common Stock is expected to begin trading on Nasdaq effective September 18, 2023, and the Company’s ticker symbol will remain “FTLF”. The Common Stock will continue to trade on OTC Pink until trading commences on Nasdaq.

A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits Index

Exhibit No.		Description

99.1		Press Release issued by FitLife Brands, Inc., dated September 14, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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.


	FitLife Brands, Inc.

Date: September 14, 2023	By:	/s/ Dayton Judd
		Dayton Judd
		Chief Executive Officer

Exhibit 99.1

FitLife Brands Announces Approval to List its

Common Stock on the Nasdaq Capital Market

OMAHA, NE – September 14, 2023 – FitLife Brands, Inc. (“FitLife” or the “Company”) (OTC Pink: FTLF/Nasdaq: FTLF), a provider of innovative and proprietary nutritional supplements and wellness products, today announced that the Company has received approval to list its common stock on the Nasdaq Capital Market (“Nasdaq”).

Trading on Nasdaq is expected to commence on Monday, September 18, 2023. The Company’s shares will continue to trade on OTC Pink until trading commences on Nasdaq. Shareholders are not required to take any action as a result of the listing, and the Company’s ticker symbol and CUSIP will remain unchanged.

Dayton Judd, the Company’s Chairman and CEO, commented, “We are excited for the opportunity to list our shares on Nasdaq. We hope that this action will enhance the visibility of the Company in the capital markets and improve the trading volume of our stock.”

About FitLife Brands

FitLife Brands is a developer and marketer of innovative and proprietary nutritional supplements and wellness products for health-conscious consumers. FitLife markets over 240 different products primarily online, but also through domestic and international GNC franchise locations as well as through more than 17,000 additional domestic retail locations. FitLife is headquartered in Omaha, Nebraska. For more information, please visit our website at www.fitlifebrands.com.

Forward-Looking Statements

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 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.

Document And Entity Information	Sep. 14, 2023
Document Information [Line Items]
Entity, Registrant Name	FitLife Brands, Inc.
Document, Type	8-K
Document, Period End Date	Sep. 14, 2023
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	884-1894
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0001374328