false 0001374328 0001374328 2024-07-03 2024-07-03
 
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): July 3, 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 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
On July 3, 2024, Lewis Jaffe provided notice to FitLife Brands, Inc. (the “Company”) of his intention to retire from the Company’s Board of Directors and not stand for re-election as a director of the Company at the Company’s Annual Meeting of Stockholders (the “Annual Meeting”) expected to be held on August 13, 2024.
 
Mr. Jaffe’s decision was not the result of any disagreement on any matter relating to the operations, policies or practices of the Company.
 
Item 8.01
Other Events.
 
On July 5, 2024, the Company issued a press release disclosing Mr. Jaffe’s intent to retire from the Board of Directors and therefore not stand for re-election at the Annual Meeting. A copy of the press release is attached hereto as Exhibit 99.1.
 
Item 9.01
Financial Statements and Exhibits.
 
(d) Exhibits Index
 
Exhibit
No.
  
Description
99.1
  
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: July 5, 2024
By:
/s/ Dayton Judd
   
Dayton Judd
   
Chief Executive Officer
 
 

Exhibit 99.1

 logo.jpg

 

FitLife Brands Director Lew Jaffe to Retire from the Board and

Not Stand for Re-election at the 2024 Annual Meeting

 

OMAHA, NE – July 5, 2024 – FitLife Brands, Inc. (“FitLife” or the “Company”) (NASDAQ: FTLF), a provider of innovative and proprietary nutritional supplements and wellness products, announced today that Lew Jaffe, who has served as a director of FitLife and its predecessor entities since 2010, will retire from the Board and not stand for re-election at the Company’s 2024 annual meeting of stockholders. The Board plans to nominate a new director in its proxy statement, which is anticipated to be filed with the SEC on July 5, 2024.

 

Dayton Judd, FitLife’s Chairman and CEO, commented “On behalf of the Board of Directors, I thank Lew for his many contributions to FitLife. Lew has been a strong independent voice with substantial contributions in the areas of strategy and operations. Over his 14 years on the Board, including several years as Chairman of the Board, Lew has been a critical part of helping the Company navigate its dynamic competitive landscape. We will miss Lew’s expertise and insight and wish him well in his future endeavors.”

 

Lew Jaffe commented “It has been a pleasure to serve with my fellow Board members over the years. It is important that a board brings in new blood and new perspectives, and for this reason I have made the decision to allow someone else to take my seat and help take the Company to the next level.”

 

Mr. Jaffe indicated that his decision not to stand for re-election was not the result of any disagreement with the Company’s management or Board of Directors. In accordance with good corporate governance practices, the Board of Directors intends to regularly evaluate Board constitution and anticipates additional changes over the next couple of years.

 

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 more than 250 different products primarily online, but also through domestic and international GNC® franchise locations as well as through approximately 16,000 additional domestic retail locations. FitLife is headquartered in Omaha, Nebraska. For more information, please visit our website at www.fitlifebrands.com.

 

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Document And Entity Information
Jul. 03, 2024
Document Information [Line Items]  
Entity, Registrant Name FitLife Brands, Inc.
Document, Type 8-K
Document, Period End Date Jul. 03, 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
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