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): March 15, 2024

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
Common Stock, par value $0.01 per share	FTLF	Nasdaq Capital Market

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 2.02 Results of Operations and Financial Condition.

On March 15, 2024, FitLife Brands, Inc. (the “Company”) issued a press release announcing its participation in the 36^th Annual Roth Conference (the “Conference”), to be held on Monday, March 18, 2024, together with the Company’s preliminary financial results for the year ended December 31, 2023. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1.

Item 7.01 Regulation FD Disclosure

On March 15, 2024, the Company began utilizing a new corporate presentation in conjunction with the Company’s participation in the Conference. A copy of the corporate presentation is attached to this Current Report on Form 8-K as Exhibit 99.2.

Disclaimer.

The information furnished pursuant to Item 2.02 and 7.01, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any filing under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by referenced.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits Index

Exhibit No.		Description
99.1		Press Release issued by FitLife Brands, Inc., dated March 15, 2024
99.2		FitLife Brands, Inc. Corporate Presentation, dated March 2024
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: March 15, 2024	By:	/s/ Dayton Judd
		Dayton Judd
		Chief Executive Officer

Exhibit 99.1

FitLife Brands Announces its Participation at the 36^th Annual

Roth Conference and Provides Operational Update

OMAHA, NE – March 15, 2024 – FitLife Brands, Inc. (“FitLife,” or the “Company”) (Nasdaq: FTLF), a provider of innovative and proprietary nutritional supplements and wellness products, today announced that it will participate in the 36^th Annual Roth Conference on Monday, March 18, 2024. Investors who are interested in meeting with FitLife management should submit their requests through their Roth MKM representative.

In conjunction with its participation in the conference, the Company has prepared an updated investor presentation which will be filed with the Securities and Exchange Commission on Form 8-K in advance of the conference.

The Company plans to report its financial performance for fiscal 2023 with the Securities and Exchange Commission on Form 10-K prior to the April 1, 2024 filing deadline. However, in order to facilitate investor discussions, the Company is providing the following operational update regarding the Company’s performance subsequent to its most recently reported earnings as of September 30, 2023:

●

Net revenue for the full year 2023 is anticipated to be between $52-53 million, an increase of 81-84% compared 2022.

●

Adjusted EBITDA for the full year 2023 is anticipated to be between $10.0-10.5 million, an increase of 49-57% compared to 2022.

●

As of December 31^st, 2023, the Company had $20.1 million outstanding on its term loan and no balance outstanding on its revolver.

●

As of December 31^st, 2023, the Company had $1.1 million of unrestricted cash and $0.8 million of restricted cash.

●

Subsequent to the end of the fiscal year, the Company made a scheduled amortization payment of $1.1 million on its term loan as well as a voluntary payment of $2.5 million on its term loan, bringing its currently outstanding funded indebtedness to $16.5 million and its net debt to $15.1 million.

About FitLife Brands

FitLife Brands is a developer and marketer of innovative and proprietary nutritional supplements and wellness products for health-conscious consumers. Across its 13 brands, FitLife markets over 300 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, the Company’s ability to successfully integrate acquisitions, 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.

Non-GAAP Financial Measures

This press release contains certain financial measures defined as “non-GAAP financial measures” by the SEC, including non-GAAP adjusted EBITDA. These measures may be different from non-GAAP financial measures used by other companies. The presentation of this financial information, which is not prepared under any comprehensive set of accounting rules or principles, is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with GAAP.

As presented herein, non-GAAP EBITDA excludes interest, foreign exchange gains and losses, income taxes, and depreciation and amortization. Adjusted non-GAAP EBITDA excludes, in addition to interest, taxes, depreciation and amortization, equity-based compensation, M&A/integration activities, restatement related expense and non-recurring gains or losses. The Company believes the non-GAAP measures provide useful information to both management and investors by excluding certain expense and other items that may not be indicative of its core operating results and business outlook. The Company believes that the inclusion of non-GAAP measures in the financial presentation herein allows investors to compare the Company’s financial results with the Company’s historical financial results and is an important measure of the Company’s comparative financial performance.

Exhibit 99.2

Document And Entity Information	Mar. 15, 2024
Document Information [Line Items]
Entity, Registrant Name	FitLife Brands, Inc.
Document, Type	8-K
Document, Period End Date	Mar. 15, 2024
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
Title of 12(b) Security	Common Stock
Trading Symbol	FTLF
Security Exchange Name	NASDAQ
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0001374328