What changed in this filing

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Item 1. Business

2026-03-31 compared with 2025-03-27 · 46 added, 28 removed, 147 unchanged (33% of the section changed)

1 unchanged sentence

(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 ”);

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

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

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 ”).

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

(iv) MusclePharm;

and (v) Irwin Naturals, Applied Nutrition, and Nature’s Secret (together, the “ Irwin Products ”).

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 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.

(“ GNC ”) stores located both domestically and internationally.

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

The Company distributes the MRC Products primarily online through e-commerce platforms, such as Amazon.com (“ 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.

Irwin Products are sold principally through wholesale channels in mass market and health food store segments.

FitLife Brands is headquartered in Omaha, Nebraska.

1 unchanged sentence

The Company’s common stock, par value $0.01 per share (“ Common Stock ”), trades under the symbol “FTLF” on the Nasdaq Capital Market.

Recent Developments

Recent Acquisition

On August 8, 2025, the Company acquired substantially all of the assets and assumed certain liabilities of Irwin Naturals and its related affiliates (“ Irwin ”) through an asset purchase transaction under Section 363 of the U.S.

Bankruptcy Code.

Total consideration for the acquisition was $42.5 million.

Of this amount, $29.75 million was funded using proceeds from a new term loan provided by First-Citizens Bank & Trust Company (the “ Bank ”), $6.0 million was funded from a new $10.0 million revolving line of credit from the Bank, and the remainder was funded from the Company’s available cash balances.

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.

17 unchanged sentences

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

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

We sell the MRC Products primarily on Amazon.

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

We sell Irwin products to mass market customers, health food stores, and online directly to the end consumer.

Irwin’s largest mass market customers are CVS, Walmart, Walgreens, and Costco Canada.

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

12 unchanged sentences

The Company acquired MRC on February 28, 2023.

MRC is a dietary supplement and wellness company which markets and sells its products primarily on Amazon.

MRC is a dietary supplement and wellness company that markets and sells its products primarily on Amazon.

The MRC Products include the following brands:

Tobias – General health supplements;

All Natural Advice – Natural skincare and beauty products;

Maritime Naturals – Natural skincare and beauty products.

All Natural Advice and Maritime Naturals – Natural skincare and beauty products.

Products sold under the All Natural Advice and Maritime Naturals brand names are registered with Health Canada and under the EU Cosmetics Act.

4 unchanged sentences

We believe MusclePharm’s brand recognition attracts a large and engaged customer base consisting of athletes and other active individuals.

Irwin Products

On August 8, 2025, the Company acquired substantially all of the assets and assumed certain liabilities of Irwin.

Irwin develops, markets, and distributes branded nutritional supplements and wellness products.

Founded in 1994, Irwin offers a broad portfolio of products across multiple categories, including weight loss, sexual wellness, and body cleanse.

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

The Irwin products include the following brands:

Irwin Naturals – high-quality supplements focused on a variety of targeted nutrition categories with a particular emphasis on superior potency, bioavailability, and absorption;

Applied Nutrition – high-quality supplements in weight loss, cleansing and sexual health and other targeted nutrition categories;

Nature’s Secret – high-quality supplements focused on total body wellness.

Manufacturing, Sourcing and Availability of Raw Materials

18 unchanged sentences

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

In 2014, the Company transitioned distribution of NDS Products to GNC’s centralized distribution platform.

For the years ended December 31, 2025 and 2024, the majority of NDS Product sales were through GNC’s centralized distribution platform.

Our sales and marketing efforts are designed to expand sales of NDS Products to additional GNC franchise locations both domestically and internationally.

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

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.

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

iSatori Products

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.

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 some cases, iSatori utilizes independent brokers, who work in conjunction with iSatori’s sales employees and management to oversee these channels.

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

2 unchanged sentences

Our marketing team regularly reviews the media mix for its effectiveness in creating consumer demand and the highest return on investment dollars.

MRC Products and MusclePharm

MRC Products are distributed primarily on Amazon.

MRC Products are distributed primarily on Amazon, as well as through the Company’s own websites and other e-commerce platforms.

MusclePharm Products

MusclePharm’s products are distributed via wholesale customers as well as directly to end consumers through the Company’s own websites and through other e-commerce platforms, including Amazon.

Irwin Products

Irwin Products are primarily distributed through wholesale channels, with strength in the food, drug, and mass market channels.

Irwin’s largest customers include CVS, Walmart, Walgreens, and Costco Canada.

Prior to the Company’s acquisition of Irwin, wholesale partners sold Irwin Products online and online sales by Irwin were minimal.

Since the acquisition of Irwin by the Company in August 2025, the Company has internalized the sale of Irwin Products through its online distribution channels, including Amazon and other e-commerce platforms.

Product Returns

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 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.

Subject to certain terms and restrictions, GNC may require reimbursement from vendors for unsaleable returned product through either direct payment or credit against a future invoice.

We also support a product return policy for iSatori Products, MRC Products and MusclePharm whereby customers can return product for credit or refund.

Irwin has a 60-day product return policy for direct-to-consumer sales, which allows for a 100% sales price refund for the return of unopened and undamaged products purchased from us online through our websites or e-commerce platforms.

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

Certain wholesale customers maintain customer satisfaction programs that allow customers to return product to the store for credit or refund.

Subject to certain terms and restrictions, certain wholesale customers may require reimbursement from vendors for unsaleable returned product through either direct payment or credit against a future invoice.

Product returns can and do occur from time to time and can be material.

15 unchanged sentences

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.

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

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

6 unchanged sentences

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 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.

3 unchanged sentences

An entity that uses a statement of nutritional support in labeling must possess scientific evidence substantiating that the statement is truthful and not misleading.

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

2 unchanged sentences

We are committed to meeting or exceeding the requirements of the DSNDCPA.

We are also subject to a variety of other regulations in the U.S., including those relating to bioterrorism, taxes, labor and employment, import and export, the environment, and intellectual property.

We are also subject to a variety of other regulations in the U.S., including those relating to bioterrorism, taxes, labor and employment, import and export, tariffs, the environment, and intellectual property.

All of these 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.

17 unchanged sentences

All trademark registrations are protected for a period of ten years and then are renewable thereafter if still in use.

We had 39 and 37 full-time employees as of December 31, 2024 and 2023, respectively.

We had 81 and 39 full-time employees as of December 31, 2025 and 2024, respectively, the increase in which is principally attributable to the acquisition of Irwin.

In addition, the Company utilizes consultants and temporary or part-time employees for certain services on an as-needed basis.

11 unchanged sentences

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