What changed in this filing

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Item 1. Business

2025-03-27 compared with 2024-03-29 · 31 added, 56 removed, 144 unchanged (38% of the section changed)

FitLife Brands, Inc.

(the “ Company ”) is a national provider of innovative and proprietary nutritional supplements and wellness products for health-conscious consumers marketed under the following brand names:

(the “ Company ”) is a provider of innovative and proprietary nutritional supplements and wellness products for health-conscious consumers marketed under the following brand names:

(i) NDS Nutrition, PMD Sports, SirenLabs, Core Active, Nutrology, and Metis Nutrition (together, “ NDS Products ”);

(ii) iSatori, BioGenetic Laboratories, and Energize (together, the " iSatori Products ");

Tobias, All Natural Advice, and Maritime Naturals (together, the “ MRC Products ");

and (iv) MusclePharm.

FitLife Brands, Inc.

(the “ Company ”) is a national provider of innovative and proprietary nutritional supplements and wellness products for health-conscious consumers marketed under the following brand names:

(i) NDS Nutrition, PMD Sports, SirenLabs, CoreActive, Nutrology, and Metis Nutrition (together, “ NDS Products ”);

(ii) iSatori, BioGenetic Laboratories, and Energize (together, the " iSatori Products ");

Tobias, All Natural Advice, and Maritime Naturals (together, the “ MRC Products ");

and (iv) MusclePharm.

Tobias, All Natural Advice, and Maritime Naturals, each acquired as a result of the acquisition of Mimi’s Rock Corp.

( “ MRC ”) on February 28, 2023 (together, the “ MRC Products ");

and (iv) MusclePharm, which was acquired on October 10, 2023 as a result of the acquisition of substantially all of the assets of MusclePharm Corporation (“ MusclePharm ”).

The Company distributes the NDS Products principally through franchised General Nutrition Centers, Inc.

(“ GNC ”) stores located both domestically and internationally, and, with the launch of Metis Nutrition, through corporate GNC stores in the United States.

The iSatori Products are sold through more than 17,000 retail locations, which include specialty, mass, and online.

The Company distributes the MRC Products primarily online.

MusclePharm’s products are sold to wholesale customers as well as online directly to the end consumer.

(“ GNC ”) stores located both domestically and internationally and, with the launch of Metis Nutrition, through corporate GNC stores in the U.S.

The iSatori Products are sold through retail locations, which include specialty and mass, as well as online directly to the end consumer.

The Company distributes the MRC Products primarily online through e-commerce platforms, such as Amazon, directly to the end consumer.

MusclePharm’s products are sold to both wholesale customers as well as online through various e-commerce platforms directly to the end consumer.

FitLife Brands is headquartered in Omaha, Nebraska.

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Recent Developments

Acquisition of Mimi ’ s Rock Corp

On December 4, 2022, the Company entered into an Arrangement Agreement with Mimi’s Rock Corp.

(“ MRC ”), pursuant to which the Company agreed to acquire MRC.

On February 28, 2023, the Company completed the acquisition of MRC.

Total consideration for the acquisition of MRC was $17,099, of which $12,500 was funded using proceeds from a new term loan, and $4,599 from the Company’s available cash.

See Note 8 to the financial statements for additional disclosure regarding the acquisition of MRC.

Acquisition of MusclePharm Assets

On October 10, 2023, the Company acquired substantially all of the assets of MusclePharm Corporation (“ MusclePharm ”) through an asset purchase transaction under Section 363 of the U.S.

Bankruptcy Code.

The Company acquired substantially all of the assets and assumed none of the liabilities of MusclePharm other than de minimus cure costs relating to certain assumed contracts.

Total consideration for the acquisition was approximately $18,500 cash.

Of this amount, $10,000 was funded using proceeds from a new term loan provided by First Citizens Bank, with the remainder funded from the Company’s available cash balances.

See Note 9 for additional disclosure regarding the acquisition of MusclePharm.

On February 7, 2025, the Company effected a 2-for-1 stock split of its Common Stock and proportionately increased the number of authorized shares of Common Stock.

All share and per share information throughout this Annual Report on Form 10-K have been retroactively adjusted to reflect the stock split.

The shares of Common Stock retain a par value of $0.01 per share.

Accordingly, an amount equal to the par value of the additional shares issued in the stock split was reclassified from additional paid-in capital in excess of par value to Common Stock.

Industry Overview

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The Company currently focuses its sales and marketing efforts on its full line of sports, weight loss and general nutrition products that are currently marketed and sold both domestically and internationally.

The Company currently markets more than 100 different NDS Products to more than 700 GNC franchise locations located in the United States, as well as to additional franchise locations in other countries, all of which are distributed through GNC’s distribution system.

The Company currently markets more than 100 different NDS Products to approximately 700 GNC franchise locations located in the United States, as well as to additional franchise locations in other countries, most of which are distributed through GNC’s distribution system.

In addition, following the launch of Metis Nutrition, we distribute products through more than 1,400 corporate GNC stores in the United States.

We sell iSatori Products through more than 17,000 specialty, mass, and online retail locations.

We sell iSatori Products through specialty, mass, and online retail locations.

We sell the MRC Products primarily on Amazon.com (“ Amazon ”).

We sell MusclePharm products online directly to the end consumer as well as to wholesale partners.

A complete product list is available on our website at fitlifebrands.com .

A complete product list is available on our website at www.fitlifebrands.com .

The Company’s NDS Products consist of the following brands:

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The MusclePharm assets were acquired by the Company on October 10, 2023.

MusclePharm is a scientifically driven, performance lifestyle brand that develops, markets and distributes 33 branded sports nutrition and general health products.

MusclePharm is a scientifically driven, performance lifestyle brand that develops, markets and distributes a variety of branded sports nutrition and general health products.

MusclePharm products are sold to wholesale customers as well as online directly to the end consumer.

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Each contract manufacturer is required by the Company to abide by current Good Manufacturing Practices (“ cGMPs ”) to ensure quality and consistency, and to manufacture its products according to the Company’s strict specifications.

Nearly all our contract manufacturers are certified through a governing body such as the Natural Products Association or NSF International.

All our contract manufacturers are certified through a governing body such as the Natural Products Association or NSF International.

In most cases, contract manufacturers purchase the raw materials based on the Company’s specifications;

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New product ideas are derived from a number of sources including trade publications, scientific and health journals, consultants, distributors, and other third parties.

Prior to reformulating existing products or introducing new products, we investigate product formulations as they relate to regulatory compliance and other issues.

Prior to reformulating existing products or introducing new products, we evaluate product formulations as they relate to regulatory compliance and other issues.

We introduced a total of 23 new products during the year ended December 31, 2024, which included 19 completely new products and 4 product reformulations and flavor extensions, and we introduced a total of 18 new products during the year ended December 31, 2023, which included 6 completely new products and 12 product reformulations and flavor extensions.

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Sales, Marketing and Distribution

NDS Products are sold through more than 700 GNC franchise locations located throughout the United States.

NDS Products are sold through approximately 700 GNC franchise locations located throughout the United States.

The Company also distributes NDS Products to additional franchise locations in other countries.

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In addition, we relaunched our Core Active brand as an online-exclusive brand.

The GNC domestic franchise market remains a strong business and a critical component of our operations.

The GNC domestic franchise market remains a critical component of our operations.

Management is committed to continue to work collaboratively with GNC and its franchisees to build on our established track record of innovation and operational performance.

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iSatori Products are distributed directly to consumers through the Company's own websites and through other e-commerce platforms such as Amazon , as well as through the specialty, drug and mass-market distribution channels.

iSatori products are currently sold in over 17,000 retail locations.

In some cases, iSatori utilizes independent brokers, who work in conjunction with iSatori’s sales employees and management to oversee the drug and mass-market channels.

iSatori sells its products to mass-market merchandisers either directly or through distributors of nutritional supplement products.

In addition to the Company’s online distribution channels for direct-to-consumer sales, major iSatori customers include CVS, Rite Aid, Vitamin Shoppe and Walgreens.

In addition to the Company’s online distribution channels for direct-to-consumer sales, major iSatori customers include Vitamin Shoppe and Walgreens.

iSatori’s core strategy is to build and strengthen brands among consumers seeking nutritional supplement products with a reputation for quality and innovation.

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We currently have a 30-day product return policy for NDS Products, which allows for a 100% sales price refund for the return of unopened and undamaged products purchased from us online through one of our websites.

Product sold to GNC may be returned from corporate store shelves or the distribution center in the event the product is damaged, short dated, expired or recalled.

Product sold to GNC may be returned from corporate store shelves or the distribution centers in the event the product is damaged, short dated, expired or recalled.

GNC maintains a customer satisfaction program that allows customers to return product to the store for credit or refund.

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Patent and trademark applications that protect brands, product names, and new technologies are pursued whenever possible.

While we cannot assure that such measures will block competitive products, we believe our continued emphasis on innovation and new product development targeted at the needs of the consumer will enable the Company to effectively compete in the marketplace.

While we cannot assure that such measures will mitigate the potential impact of competitive products, we believe our continued emphasis on innovation and new product development targeted at the needs of the consumer will enable the Company to effectively compete in the marketplace.

Regulatory Matters

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The FDA, in particular, regulates the formulation, manufacturing, packaging, storage, labeling, promotion, distribution and sale of vitamins and other nutritional supplements in the U.S., while the FTC regulates marketing and advertising claims.

In August 2007, a new rule issued by the FDA went into effect requiring companies that manufacture, package, label, distribute or hold nutritional supplements to meet cGMPs to ensure such products are of the quality specified and are properly packaged and labeled.

We are committed to meeting or exceeding the standards set by the FDA and believe we are currently operating within the FDA mandated cGMPs.

The FDA also regulates the labeling and marketing of dietary supplements and nutritional products, including the following:

In June 2007, a new rule issued by the FDA went into effect requiring companies that manufacture, package, label, distribute or hold nutritional supplements to meet cGMPs to ensure such products are of the quality specified and are properly packaged and labeled.

We are committed to meeting or exceeding the standards set by the FDA and we currently operate in compliance with all GMPS.

The FDA regulates the labeling and marketing of dietary supplements and nutritional products, including the following:

the identification of dietary supplements or nutritional products and their nutrition and ingredient labeling;

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DSHEA generally provides a regulatory framework to help ensure safe, quality dietary supplements and the dissemination of accurate information about such products.

The FDA is generally prohibited from regulating active ingredients in dietary supplements as drugs unless product claims, such as claims that a product may heal, mitigate, cure or prevent an illness, disease or malady, trigger drug status.

The FDA is generally prohibited from regulating active ingredients in dietary supplements as drugs unless the product makes claims in violation of DSHEA, such as claims that a product may heal, mitigate, cure or prevent an illness, disease or malady, trigger drug status.

DSHEA also permits statements of nutritional support to be included in labeling for nutritional supplements without FDA premarket approval.

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If the FDA determines that a particular statement of nutritional support is an unacceptable drug claim or an unauthorized version of a disease claim for a food product, or if the FDA determines that a particular claim is not adequately supported by existing scientific data or is false or misleading, we will be prevented from using the claim.

In addition, DSHEA provides that so-called “third-party literature”, for example a reprint of a peer-reviewed scientific publication linking a particular nutritional ingredient with health benefits, may be used in connection with the sale of a nutritional supplement to consumers without the literature being subject to regulation as labeling.

Such literature must not be false or misleading;

the literature may not promote a particular manufacturer or brand of nutritional supplement;

the literature must present a balanced view of the available scientific information on the nutritional supplement;

if displayed in an establishment, the literature must be physically separate from the nutritional supplement;

and the literature may not have appended to it any information by sticker or any other method.

If the literature fails to satisfy each of these requirements, we may be prevented from disseminating it with our products, and any dissemination could subject our products to regulatory action as an illegal drug.

Moreover, any written or verbal representation by us that would associate a nutrient in a product that we sell with an effect on a disease will be deemed evidence of intent to sell the product as an unapproved new drug, a violation of the FDCA.

In December 2006, the Dietary Supplement and Nonprescription Drug Consumer Protection Act (“ DSNDCPA ”) was passed, which further revised the provisions of the FDCA.

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The sale of our products in certain European countries is subject to the rules and regulations of the European Union, which may be interpreted differently among the countries within the European Union.

In other markets outside the U.S., we may be required to obtain approvals, licenses or certifications from a country’s ministry of health or comparable agency before we begin operations or the marketing of products in that country.

In other markets outside the U.S., we may be required to obtain approvals or certifications from a country’s ministry of health or comparable agency before we begin operations or the marketing of products in that country.

These approvals may be secured through the Company directly or through the respective distributors depending on the country.

Approvals or licenses may be conditioned on the reformulation of our products for a particular market or may be unavailable for certain products or product ingredients.

These regulations may limit our ability to enter certain markets outside the U.S.

Similar to the costs of regulatory compliance in the U.S., foreign regulations require significant financial and operational resources to ensure compliance, and we cannot assure that we will always be in compliance despite our best efforts to do so.

Our failure to maintain regulatory compliance within and outside the U.S.

could impact our ability to sell our products, and thus, materially impact our financial position and results of operations.

Patents, Trademarks and Proprietary Rights

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The Company formulates its products using proprietary ingredient formulations, flavorings and delivery systems.

To further protect its product formulations and flavors, the Company may enter into agreements with manufacturers that provide exclusivity to certain products formulations and delivery technologies.

To further protect its product formulations and flavors, the Company may enter into agreements with manufacturers that provide exclusivity to certain products formulations and/or delivery technologies.

When appropriate, the Company will seek to protect its research and development efforts by filing patent applications for proprietary product technologies or ingredient combinations.

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We have not incurred any costs associated with compliance with environmental regulations, nor do we anticipate any future costs associated with environmental compliance;

however, no assurances can be given that we will not incur such costs in the future.

however, no assurance can be given that we will not incur such costs in the future.

Available Information

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business