What changed in this filing

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Item 9A. Controls and Procedures

2026-03-31 compared with 2025-03-27 · 229 added, 182 removed, 573 unchanged (42% of the section changed)

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(b) Management's Annual Report on Internal Control over Financial Reporting.

We are responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act).

We are responsible for establishing and maintaining adequate internal control over financial reporting (“ ICFR ”) (as defined in Rule 13a-15(f) under the Exchange Act).

Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes of accounting principles generally accepted in the United States.

This Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting.

This Annual Report does not include an attestation report of our registered public accounting firm regarding ICFR.

Management’s report was not subject to attestation by our registered public accounting firm pursuant to an exemption for smaller reporting companies under Section 989G of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Because of its inherent limitations, ICFR may not prevent or detect misstatements.

Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.

Our CEO and CFO evaluated the effectiveness of our internal control over financial reporting as of December 31, 2024.

Our CEO and CFO evaluated the effectiveness of our ICFR as of December 31, 2025.

In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“ COSO ”) in Internal Control—Integrated Framework.

Based on this evaluation, our CEO and CFO concluded that, as of December 31, 2024, our internal control over financial reporting was effective.

Our CEO and CFO excluded the ICFR of Irwin from their evaluation as of December 31, 2025.

As discussed in Note 8 of the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K, on August 8, 2025, the Company acquired substantially all of the assets and assumed minimal liabilities of Irwin.

Under guidelines established by the SEC, companies are permitted to exclude acquisitions from their assessment of ICFR for a period of up to one year following an acquisition while integrating the acquired company.

Based on this evaluation, our CEO and CFO concluded that, as of December 31, 2025, our ICFR was effective.

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OTHER INFORMATION

On October 3, 2024, Todd Ordal, a member of the Board of Directors of the Company, adopted a trading arrangement for the purchase of the Company’s Common Stock (the “ Trading Plan ”) that is intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5-1(c).

The Trading Plan has a term of 4 years, expiring on December 31, 2029, and provides for the quarterly purchase of 150 shares Common Stock.

Other than as disclosed above, no officers or directors, as defined in Rule 16a-1(f), adopted and/or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as defined in Regulation S-K Item 408, during the last fiscal quarter.

In the three months ended December 31, 2025, no directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

OTHER INFORMATION

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EXHIBITS AND REPORTS

Articles of Incorporation (incorporated by reference to Exhibit 3.1 filed with Amendment No.

3 to the Company’s Registration Statement on Form SB2 (Commission File No.

333-137170)).

Amendments to Articles of Incorporation (incorporated by reference to Exhibit 3.1(b) filed with Amendment No.

3 to the Company’s Registration Statement on Form SB-2 (Commission File No.

333-137170)).

Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form SB-2 filed on September 7, 2006).

Certificate of Amendment to Articles of Incorporation (incorporated by reference to Exhibit 3.1(b) to the Company’s Registration Statement on Form SB-2 filed on September 7, 2006).

Amended and Restated Bylaws of the Corporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on January 25, 2018).

Certificate of Amendment to Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on September 13, 2010).

Certificate of Amendment to Articles of Incorporation to change name to FitLife Brands, Inc.

(incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on October 1, 2013).

Certificate of Amendment to Articles of Incorporation to effect 1-for-10 reverse split (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on October 1, 2013).

Certificate of Amendment to Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on October 1, 2013).

Certificate of Designations, Preferences and Rights of the Series A Convertible Preferred Stock, dated November 13, 2018 (incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q filed on November 14, 2018).

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Certificate of Designations, Preferences and Rights of the Series B Junior Preferred Stock, dated March 3, 2021 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on March 4, 2021).

Certificate of Change for FitLife Brands, Inc., effective as of December 2, 2021 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on December 7, 2021).

Certificate of Change for FitLife Brands, Inc.

(incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on December 7, 2021).

Certificate of Change for FitLife Brands, Inc.

effective February 6, 2025 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on February 5, 2025).

Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to Amendment No.

1 to the Company’s Registration Statement on Form SB-2 filed on September 25, 2006

Form of Warrant, dated November 13, 2018 (incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q filed on November 14, 2018).

Tax Benefit Preservation Plan, dated February 26, 2021 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on March 4, 2021).

Description of the Registrant’s Securities.

Description of the Registrant’s Securities (incorporated by reference to Exhibit 4.3 to the Company’s Annual Report on Form 10-K filed on March 27, 2025).

Assignment of Name (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on October 6, 2009).

Form of Subscription Agreement, dated November 13, 2018 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on November 14, 2018).

Employment Agreement, by and between FitLife Brands, Inc.

and Patrick Ryan, dated June 13, 2019 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 18, 2019).

2019 Omnibus Incentive Plan (incorporated by reference to Appendix A to the Definitive Proxy Statement on Schedule 14A filed on July 12, 2019).

Revolving Line of Credit Agreement, dated as of September 24, 2019, between the Company and Mutual of Omaha Bank (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 26, 2019).

Note Payable Agreement by and between FitLife Brands, Inc.

and CIT Bank, N.A.

dated April 27, 2020 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 1, 2020).

Amended and Restated Credit Agreement, dated February 23, 2023, between FitLife Brands Inc., and First Citizens Bank (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed March 1, 2023).

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Arrangement Agreement among FitLife Brands Inc., 1000374984 Ontario Inc., and Mimi’s Rock Corp, dated December 4, 2022 (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on December 8, 2022).

Asset Purchase and Sale Agreement by and between Fitlife Brands, Inc.

and Irwin Naturals, Irwin Naturals, Inc., Dai Us Holdco Inc.

and 5310 Holdings, LLC, dated June 10, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 5, 2025).

Loan, Security and Guarantee Agreement, by and between FitLife Brands, Inc.

and First Citizens Bank & Trust Company, dated August 8, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 11, 2025).

Code of Ethics (incorporated by reference to Exhibit 14.1 to the Company’s Annual Report on Form 10-K filed on April 22, 2024).

Insider Trading and Unauthorized Disclosure Policy

Insider Trading and Unauthorized Disclosure Policy (incorporated by reference to Exhibit 19.1 to the Company’s Annual Report on Form 10-K filed on March 27, 2025).

List of Subsidiaries.

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FitLife Brands, Inc.

Clawback Policy

Clawback Policy (incorporated by reference to Exhibit 19.1 to the Company’s Annual Report on Form 10-K filed on March 27, 2025).

Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

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March 31, 2026

/s/ Todd Ordal

/s/ Shannon Pappas

Shannon Pappas

March 31, 2026

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the

Board of Directors of FitLife Brands, Inc.

To the Stockholders and the Board of Directors of FitLife Brands, Inc.

Opinion on the Financial Statements

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(the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations, stockholders’ equity, and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

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We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

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Critical Audit Matter

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Inventory Valuation

As of December 31, 2024, the Company’s inventory totaled $11.1 million.

As explained in Note 2 and 4 to the financial statements, inventories are stated at the lower of cost or net realizable value, with cost determined on a first-in, first-out (“FIFO”) basis.

The Company assesses inventory at each reporting date in order to assert that it is recorded at net realizable value.

In determining net realizable value, management considers historical usage, forecasted demand in relation to inventory on hand, market conditions, expiration dates of inventory and other factors.

We identified the evaluation of slow-moving and obsolete inventories at net realizable value as a critical audit matter because a high degree of auditor judgment and effort was required to evaluate the Company’s ability to sell certain products.

The primary procedures we performed to address this critical audit matter included:

We obtained management’s analysis for estimated excess or obsolete inventories and evaluated the appropriateness of management’s approach;

We tested the age and expiration dates of inventory items based on third party documents;

We developed an independent expectation of the net realizable value of inventory using historic inventory activity and compared our independent expectation to the amount recorded in the financial statements.

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Acquisition of Irwin

As discussed in Note 8 to the financial statements, 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 US Bankruptcy Code for $42.5 million.

The Company accounted for the acquisition as a business combination and allocated the purchase price to Irwin’s tangible assets, identifiable intangible assets, and assumed liabilities at their estimated fair values as of the date of acquisition.

The acquired intangible assets included $16.5 million of brands and $9 million of customer relationships.

The fair value of the brands intangible asset was estimated by management using a relief from royalty method.

The fair value of the customer relationships intangible asset was estimated by management using a multi-period excess earnings method.

These fair value estimates were based on significant assumptions, including projected revenue growth rates, customer attrition rates, and discount rates.

We identified the valuation of the acquired brands and customer relationships as a critical audit matter due to high degree of auditor judgment and increased level of audit effort required to evaluate the reasonableness of management’s forecasts when developing the fair value estimates.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included, among others:

We obtained and read the purchase agreement;

We evaluated the appropriateness of management’s valuation methodologies;

We evaluated the reasonableness of the significant assumptions used by management;

We tested the completeness and accuracy of the underlying data used in valuation methods;

We evaluated the adequacy of the Company’s disclosures related to the acquisition.

We have served as the Company’s auditor from 2018 through 2019, and since October 2023.

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(in thousands, except per share amounts)

December 31, 2024

December 31, 2023

CURRENT ASSETS

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Restricted cash

Accounts receivable, net of allowance of doubtful accounts of $ 41 and $ 17 , respectively

Accounts receivable, net of allowance for credit losses of $ 9 and $ 41 , respectively

Inventories, net of allowance for obsolescence of $ 247 and $ 100 , respectively

Sales tax receivable

Prepaid expense and other current assets

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Accounts payable

Accrued expense and other liabilities

Accrued expense

Income taxes payable

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Total current liabilities

Revolving line of credit

Term loan, net of current portion and unamortized deferred finance costs

Long-term lease liability, net of current portion

Derivative liability

Deferred tax liability

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Common stock, $ 0.01 par value, 120,000 shares authorized;

9,210 and 9,196 issued and outstanding as of December 31, 2024 and 2023, respectively

9,391 and 9,210 issued and outstanding as of December 31, 2025 and 2024

Additional paid-in capital

Retained earnings (accumulated deficit)

Foreign currency translation adjustment

Retained earnings

Accumulated other comprehensive loss

TOTAL STOCKHOLDERS' EQUITY

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Interest expense

Foreign exchange gain

Other expense

Foreign exchange loss (gain)

Total other expense, net

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Foreign currency translation adjustment

Loss on derivatives

Comprehensive income

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(in thousands)

Accumulated other

comprehensive income (loss)

earnings (accumulated

Derivatives (cash

YEAR ENDED DECEMBER 31, 2025

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Stock-based compensation

Comprehensive loss

Comprehensive income

DECEMBER 31, 2025

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JANUARY 1, 2024

Shares surrendered by former employee

Exercise of stock options

Exercise of warrants

Stock-based compensation

Comprehensive loss

Comprehensive income

DECEMBER 31, 2024

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Depreciation and amortization

Allowance for doubtful accounts

Allowance for credit losses

Allowance for inventory obsolescence

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Amortization of deferred finance costs

Write-off of deferred financing costs

Amortization of inventory step-up

Changes in operating assets and liabilities:

Accounts receivable

Accounts receivable - trade

Deferred taxes

Prepaid expense, other assets and sales tax receivable

Prepaid expense and other assets

Right of use asset

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CASH FLOWS FROM INVESTING ACTIVITIES:

Cash paid for Irwin acquisition

Purchase of property and equipment

Cash paid for acquisition of Mimi’s Rock Corp.

Cash paid for acquisition of MusclePharm assets

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from exercise of stock options and warrants

Borrowings on term loans

Proceeds from exercise of stock options

Borrowings on 2025 term loan

Payments on 2025 term loan

Payoff of 2023 term loans

Payments on 2023 term loans

Borrowings on line of credit

Net cash provided by (used in) financing activities

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CASH AND RESTRICTED CASH, BEGINNING OF PERIOD

CASH AND RESTRICTED CASH, END OF PERIOD

CASH AND CASH EQUIVALENTS, END OF PERIOD

Supplemental cash flow disclosure

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(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 (together, the “ MRC Products ");

and (iv) MusclePharm (“MusclePharm”).

(iv) MusclePharm;

and (v) Irwin Naturals, Applied Nutrition, and Nature’s Secret (together, the “ Irwin Products ”), each of which was acquired in August 2025.

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.

(“ 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, 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.

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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.

Acquisition of Mimi ’ s Rock Corp

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

Total consideration for the acquisition of MRC was $ 17,099 .

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.

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

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

Acquisition of Irwin Naturals

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 US Bankruptcy Code.

Total consideration for the acquisition was $ 42,500 .

Of this amount, $ 29,750 was funded using proceeds from a new term loan provided by First-Citizens Bank & Trust Company (the “ Bank ”), $ 6,000 was funded from a new $ 10,000 revolving line of credit from the Bank, with the remainder funded from the Company’s available cash balances.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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Intercompany accounts and transactions have been eliminated in the consolidated financial statements.

The consolidated financial statements include Irwin’s assets, liabilities, revenue and expenses since acquisition, including Irwin revenue from August 8, 2025 through December 31, 2025, of $ 19,465 .

Foreign Currency Translation

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The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) the disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and (iii) the reported amount of net sales and expense recognized during the periods presented.

Those estimates and assumptions include estimates for reserves of uncollectible accounts receivable, allowance for inventory obsolescence, product returns, depreciable lives of property and equipment, allocation of purchase price from business combinations, analysis of impairment of goodwill, realization of deferred tax assets, accruals for potential liabilities and assumptions made in valuing stock instruments issued for services.

Those estimates and assumptions include estimates for reserves of uncollectible accounts receivable, allowance for inventory obsolescence, product returns, deals and promotions, depreciable lives of property and equipment, allocation of purchase price from business combinations, analyses of impairment of goodwill and indefinite-lived intangible assets, realization of deferred tax assets, accruals for potential liabilities and assumptions made in valuing stock instruments issued for services.

Management evaluates these estimates and assumptions on a regular basis.

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Sales to customers in the U.S.

were approximately 95 % and 93 % for the year ended December 31, 2024 and 2023, respectively, with the balance of sales to customers primarily in Canada.

The Company provides limited financial performance metrics for three collections of brands—Legacy FitLife (consists of nine brands), MRC (consists of three brands), and MusclePharm (one brand).

were approximately 95 % for both of the years ended December 31, 2025 and 2024, with the balance of sales to customers primarily in Canada.

The Company provides limited financial performance metrics for three collections of brands—Legacy FitLife (thirteen brands) and Irwin (three brands).

These collections of brands do not meet the definition of operating segments and are not managed as such.

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Historically the Company has not experienced any significant payment delays from customers.

For direct-to-consumer sales, the Company allows for returns within 30 days of purchase.

Our wholesale customers, such as GNC, may return purchased products to the Company under certain circumstances, which include expired or soon-to-be-expired products located in GNC corporate stores or at any of its distribution centers, and products that are subject to a recall or that contain an ingredient or ingredients that are subject to a recall by the U.S.

Food and Drug Administration.

For direct-to-consumer sales, with the exception of Irwin Products, the Company allows for returns within 30 days of purchase.

Irwin allows for returns within 60 days of purchase for direct-to-consumer sales.

Our wholesale customers may return purchased products to the Company under certain circumstances, which include expired or soon-to-be-expired products located in retail stores or distribution centers, and products that are subject to a recall or that contain an ingredient or ingredients that are subject to a recall by the U.S.

Food and Drug Administration (“ FDA ”).

A right of return does not represent a separate performance obligation, but because customers are allowed to return products, the consideration to which the Company expects to be entitled is variable.

Upon evaluation of returns, the Company determined that product returns are immaterial, and therefore believes it is probable that such returns will not cause a significant reversal of revenue in the future.

Such elements of variable consideration include, but are not limited to, estimated sales allowances, defective products, product returns and sales incentives, such as markdowns and sales promotions.

The Company uses the most likely amount method to quantify the variable consideration.

We assess our contracts and the reasonableness of our conclusions on a quarterly basis.

Customer and Vendor Concentration

Total net sales to GNC during 2024 and 2023 were 23 % and 33 % of total revenue for the years ended December 31, 2024 and 2023, respectively.

Accounts receivable attributable to GNC as of December 31, 2024 and 2023 represented 35 % and 30 % of the Company’s total accounts receivable balance, respectively.

As of December 31, 2024 and 2023, there was one vendor who accounted for 59 % and 51 % of the Company's consolidated accounts payable, respectively.

For the year ended December 31, 2024, there were two vendors who accounted for 44 % and 28 % of the Company's inventory-related purchases.

Total net sales to one customer during 2025 and 2024 were 14 % and 23 % of total revenue for the years ended December 31, 2025 and 2024, respectively.

As of December 31, 2025 there were two vendors who accounted for 40 % and 35 % of the Company’s consolidated accounts payable, respectively.

As of December 31, 2024, there was one vendor who accounted for 59 % of the Company's consolidated accounts payable.

For the year ended December 31, 2025, there were three vendors who accounted for 50 %, 14 %, and 13 % of the Company's inventory-related purchases.

Accounts Receivable and Allowance for Doubtful Accounts

For the year ended December 31, 2024, there were two vendors who accounted for 44 % and 28 % of the Company's inventory-related purchases.

Accounts Receivable, Allowance for Credit Losses and Accounts Receivable Concentration

All of the Company’s accounts receivable balance is related to trade receivables.

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The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable.

The Company will maintain allowances for doubtful accounts, estimating losses resulting from the inability of its customers to make required payments for products.

The Company will maintain allowances for credit losses, estimating losses resulting from the inability of its customers to make required payments for products.

Accounts with known financial issues are first reviewed and specific estimates are recorded.

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Account balances are charged off against the allowance when it is probable that the receivable will not be recovered.

As of December 31, 2024 and 2023, the Company had provided a reserve for doubtful accounts of $ 41 and $ 17 , respectively.

As of December 31, 2025 and 2024, the Company had provided an allowance for credit losses of $ 9 and $ 41 , respectively.

As of December 31, 2025, there were two customers who accounted for 25 % and 13 % of the total accounts receivable balance, respectively.

Accounts receivable attributable to one customer as of December 31, 2024 represented 35 % of the Company’s total accounts receivable balance, respectively.

Product Returns, Sales Incentives and Other Forms of Variable Consideration

In measuring revenue and determining the consideration the Company is entitled to as part of a contract with a customer, the Company takes into account the related elements of variable consideration.

Such elements of variable consideration include, but are not limited to, product returns and sales incentives, such as markdowns and margin adjustments.

Such elements of variable consideration include, but are not limited to, estimated sales allowances, defective products, product returns and sales incentives, such as markdowns and sales promotions.

For these types of arrangements, the adjustments to revenue are recorded at the later of when (i) the Company recognizes revenue for the transfer of the related products to the customers, or (ii) the Company pays, or promises to pay, the consideration.

We currently have a 30-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 one of our websites or e-commerce platforms.

With the exception of Irwin, we currently have a 30-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 one of our websites or e-commerce platforms.

Irwin allows for returns within 60 days of purchase for direct-to-consumer sales.

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

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Cost of goods sold is comprised of the costs of products, in-bound freight charges, shipping and handling costs, purchase and receiving costs, and commissions paid to Amazon and other online selling platforms.

Other expenses not related to the production and distribution of our products is classified as operating expense.

Other expense not related to the production and distribution of our products is classified as operating expense.

Cash, Cash Equivalents, and Restricted Cash

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Restricted cash consists of cash on deposit with a financial institution in an interest-bearing account pursuant to a credit card agreement.

Approximately $ 52 held in short-term interest-bearing accounts was pledged as collateral for financing arrangements during the first several months of 2025.

The collateral requirement was terminated during the third quarter of 2025;

therefore, no cash was restricted as of December 31, 2025.

Inventory is stated at the lower of cost or net realizable value, with costs determined on a first-in, first-out (FIFO) basis.

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The Company uses its incremental borrowing rate based on the information available at lease commencement in determining the present value of unpaid lease payments.

Irwin is a lessee under a certain operating lease with a third-party lessor for its main office.

In accordance with ASC 805, Business Combinations , the lease liability for Irwin was measured at the present value of the remaining lease payments at the acquisition date, and the right-of-use asset is measured at an amount equal to the lease liability, adjusted for favorable or unfavorable terms of the lease when compared with market terms.

As the lease was renewed in proximity to the date the Irwin Business was acquired by FitLife, the terms of the lease are considered by FitLife to be market terms at the acquisition date.

Accordingly, FitLife measured the net present value of the remaining contractual lease payments as of the acquisition date using an incremental borrowing rate consistent with FitLife’s other operating leases.

Property and Equipment

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Stock-Based Compensation

The Company periodically issues restricted share units (“RSUs”), stock options and warrants to employees and non-employees in non-capital raising transactions for services rendered.

The Company periodically issues restricted share units (“RSUs”) , stock options and warrants to employees in non-capital raising transactions for services rendered.

Such issuances vest and expire according to the terms established at the issuance date.

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This standard became effective for the Company on January 1, 2024.

The adoption of this standard did not have a material impact on the Company’s consolidated financial statements but has resulted in additional disclosures within the footnotes of the consolidated financial statements (See Note 13).

In December 2023, the FASB issued ASU 2023 ‑ 09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, which is intended to enhance the transparency of income tax disclosures by requiring additional disaggregation of the effective tax rate reconciliation and income taxes paid.

Specifically, the guidance requires a tabular reconciliation using both percentages and amounts, with consistent categories and further disaggregation of material reconciling items, as well as income taxes paid disaggregated by jurisdiction.

The amendments in ASU 2023‑09 are effective for annual reporting periods beginning after December 15, 2024 and may be applied prospectively, with retrospective application permitted.

Early adoption is permitted.

The Company adopted ASU 2023‑09 effective January 1, 2025.

The adoption of this guidance did not have an impact on the Company’s consolidated financial statements but has resulted in additional disclosures within the footnotes of the consolidated financial statements.

Recently Issued Accounting Pronouncements

In November 2024, FASB issued ASU 2024-03 Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) Disaggregation of Income Statement Expenses.

In November 2024, FASB issued ASU 2024-03 Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40) Disaggregation of Income Statement Expenses (“ ASU 2024-03 ”).

The guidance in ASU 2024-03 requires public business entities to disclose in the notes to the financial statements, among other things, specific information about certain costs and expenses including purchases of inventory;

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As of December 31, 2025

Customer relationships

Client relationships

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The Company’s inventories as of December 31, 2025 and 2024 were as follows:

December 31, 2024

December 31, 2023

Finished goods

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The Company's property and equipment balances as of December 31, 2025 and 2024 were as follows:

December 31, 2024

December 31, 2023

Accumulated depreciation

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NOTES PAYABLE

Notes payable consisted of the following:

Notes payable consisted of the following as of December 31, 2025 and 2024:

December 31, 2025

December 31, 2024

Line of credit

Term loan – 2025 Credit Agreement

Term loans – 2023 Credit Agreement

Unamortized debt issuance costs

Revolving line of credit

Credit Agreements – First Citizens Bank

On February 23, 2023, the Company entered into an Amended and Restated Credit Agreement (the “Prior Credit Agreement”) with First Citizens Bank (the “Bank”), amending and restating that certain Credit Agreement, dated September 24, 2019, between the Company and the Bank.

Pursuant to the Prior Credit Agreement, the Bank provided the Company with a term loan for the principal amount of $ 12,500 (“Term Loan A”), and a revolving line of credit of $ 3,500 (the “Line of Credit”, and collectively with the Term Loans, the “Loan”).

The Company used the proceeds from the Loan to fund the acquisition of MRC (discussed in further detail in Note 8) and for general working capital purposes.

On February 23, 2023, the Company entered into an Amended and Restated Credit Agreement (the “ 2023 Credit Agreement ”) with First Citizens Bank, amending and restating that certain Credit Agreement, dated September 24, 2019, between the Company and the Bank.

Pursuant to the 2023 Credit Agreement, the Bank provided the Company with a term loan for the principal amount of $ 12,500 (“ Term Loan A ”), and a revolving line of credit of $ 3,500 (the “ Line of Credit ”, and collectively with Term Loan A, the “ Loan ”).

The Company used the proceeds from the Loan to fund the acquisition of MRC and for general working capital purposes.

Second Amended and Restated Credit Agreement

On October 10, 2023, the Company entered into a Second Amended and Restated Credit Agreement (the “Credit Agreement”) with the Bank, amending and restating the Credit Agreement between the Company and the Bank.

Pursuant to the Credit Agreement, the Bank provided the Company with an additional Term Loan (“Term Loan B”, and together with Term Loan A, the “Term Loans”) for the principal amount of $ 10,000 and extended the Line of Credit of $ 3.5 million to December 23, 2024.

The Company used the proceeds from Term Loan B to fund the acquisition of the MusclePharm assets (discussed in further detail in Note 9) and for general working capital purposes.

On October 10, 2023, the Company entered into a Second Amended and Restated Credit Agreement (the “ Prior Credit Agreement ”) with the Bank, amending and restating the 2023 Credit Agreement between the Company and the Bank.

Pursuant to the Prior Credit Agreement, the Bank provided the Company with an additional term loan (“ Term Loan B ”, and together with Term Loan A, the “ Term Loans ”) for the principal amount of $ 10,000 and extended the Line of Credit of $ 3.5 million to December 23, 2024.

The Company used the proceeds from Term Loan B to fund the acquisition of the MusclePharm assets and for general working capital purposes.

First Amendment to Second Amended and Restated Credit Agreement

On December 19, 2024, the Company entered into the First Amendment to the Amended Credit Agreement (the “Amended Credit Agreement”) to extend the Line of Credit to April 30, 2026.

Term Loans A and B – Pursuant to the Amended Credit Agreement, the Term Loans accrue interest at a per annum rate equal to the greater of 3.50 % or 2.75 % above the one-month secured overnight financing rate ("SOFR") published for such day by the Federal Reserve Bank of New York.

The Company shall make quarterly payments of principal plus accrued interest on the Term Loans until the principal balances are fully amortized.

Quarterly principal payments for Term Loan A and Term Loan B are $ 625 and $ 500 , respectively.

The Company may prepay amounts borrowed under the Term Loans, in whole or in part, with accrued interest to the date of such prepayment on the amount prepaid, by written notice to Bank at least one business day prior to the proposed prepayment.

During the first quarter of 2024, the Company made a voluntary prepayment on Term Loan A of $ 2,500 , and as such, Term Loan A will fully amortize in February 2027.

Term Loan B will fully amortize in October 2028.

Line of Credit – Also pursuant to the Amended Credit Agreement, outstanding advances under the Line of Credit (“Advances”) will accrue interest at a per annum rate equal to the greater of 3.50 % or 2.75 % above the one-month SOFR, and the Company will pay the interest on the Advances monthly, with all principal and any accrued interest on outstanding Advances being due and payable in full on the Line of Credit maturity date.

The Company may prepay amounts borrowed under the Line of Credit, in whole or in part with accrued interest to the date of such prepayment on the amount prepaid, by written notice to Bank at least one business day prior to the proposed prepayment.

The Amended Credit Agreement contains customary events of default (each an “Event of Default”), which upon the occurrence of an Event of Default, among other things, interest will accrue at the Applicable Rate plus 2 % per annum, and the Bank may declare all obligations, with interest thereon, immediately due and payable.

The Amended Credit Agreement further contains customary representations and warranties of the Company;

customary indemnification provisions whereby the Company will indemnify Bank for certain losses arising out of inaccuracies in, or breaches of, the representations, warranties and covenants of the Company, and certain other matters;

and customary affirmative and negative covenants, including covenants to maintain a Fixed Charge Coverage Ratio (as defined in the Amended Credit Agreement) of not less than 1.25 to 1.00 as tested quarterly on a trailing twelve-month basis, starting with the fiscal quarter ending December 31, 2023, a Funded Debt to EBITDA Ratio (as defined in the Amended Credit Agreement) of not more than 2.50 to 1.00 as tested quarterly on a trailing twelve-month basis, starting with the fiscal quarter ending December 31, 2023, and to the extent the Term Loans still have a balance as of June 30, 2025 and a Cash Flow Leverage threshold (as defined in the Amended Credit Agreement) of at least 1.15 is not met, the Company will be required to make a prepayment on the Term Loans equal to 50 % of the Excess Cash Flow (as defined in the Amended Credit Agreement).

The Company was in compliance with all covenants as of December 31, 2024 and 2023.

The borrowings outstanding on the Term Loans were $ 13,125 and $ 20,125 on December 31, 2024 and 2023, respectively.

There was no outstanding balance on the Line of Credit as of December 31, 2024 and 2023.

On December 19, 2024, the Company entered into the First Amendment to the Prior Credit Agreement (the “ Amended Prior Credit Agreement ”) to extend the Line of Credit to April 30, 2026.

Term Loans A and B – Pursuant to the Amended Prior Credit Agreement, the Term Loans accrued interest at a per annum rate equal to the greater of 3.50 % or 2.75 % above the one-month secured overnight financing rate (" SOFR ") published for such day by the Federal Reserve Bank of New York.

The Company was required to make quarterly payments of principal plus accrued interest on the Term Loans until the principal balances were fully amortized.

Quarterly principal payments for Term Loan A and Term Loan B were $ 625 and $ 500 , respectively.

The Company was permitted to prepay amounts borrowed under the Term Loans, in whole or in part, with accrued interest to the date of such prepayment on the amount prepaid, by written notice to Bank at least one business day prior to the proposed prepayment.

Line of Credit – Also pursuant to the Amended Prior Credit Agreement, outstanding advances under the Line of Credit (“ Advances ”) accrued interest at a per annum rate equal to the greater of 3.50 % or 2.75 % above the one-month SOFR, and the Company paid the interest on the Advances monthly, with all principal and any accrued interest on outstanding Advances being due and payable in full on the Line of Credit maturity date.

The Company was permitted to prepay amounts borrowed under the Line of Credit, in whole or in part with accrued interest to the date of such prepayment on the amount prepaid, by written notice to Bank at least one business day prior to the proposed prepayment.

Credit Agreement

On August 8, 2025 (the “ Closing Date ”), the Company entered into a Loan, Security and Guarantee Agreement (the “ Credit Agreement ”) with the Bank.

Pursuant to the Credit Agreement, the Bank provided the Company with a five -year term loan in the amount of $ 40,625 (“ Irwin Term Loan ”) and a three -year revolving line of credit of up to $ 10,000 (the “ Credit Line ”, and collectively with the Irwin Term Loan, the “ Loan ”).

The Company used (i) $ 29,750 from the Irwin Term Loan to complete the purchase of substantially all of the assets of Irwin (see Note 8);

and (ii) $ 10,875 to pay off, retire and replace the outstanding balance of the Term Loans as of the Closing Date.

Pursuant to the Credit Agreement the Loan accrues interest at a per annum rate equal to 2.5 % to 3.0 %, based on leverage, above SOFR published by the Federal Reserve Bank of New York for the applicable selected interest period of one, three or six months (SOFR plus the aforementioned margin or the “ Applicable Rate ”).

The Company began making quarterly payments of principal plus accrued interest on the Irwin Term Loan on December 31, 2025.

Principal payments of $ 1,523 will be made for the next seven quarterly payment dates through September 30, 2025, and $ 2,031 for each quarterly payment thereafter, in each case plus accrued interest.

All remaining principal and accrued interest on the Irwin Term Loan will be due and payable in full on August 8, 2030.

Outstanding advances under the revolving line of credit will accrue interest at the Applicable Rate, and the Company shall make payments of accrued interest on such advances at the end of each interest period and on the repayment of any advance with all remaining principal and accrued interest on the advances being due and payable in full on August 8, 2028.

The Credit Agreement contains customary affirmative and negative covenants, including, without limitation, financial covenants:

(i) to maintain a Senior Funded Debt to EBITDA Ratio (as defined in the Credit Agreement) of not more than 2.75 to 1.00 as tested quarterly on a trailing twelve-month basis, starting with the fiscal quarter ending December 31, 2025 and ending with the fiscal quarter ended June 30, 2026 and a Senior Funded Debt to EBITDA Ratio (as defined in the Credit Agreement) of not more than 2.50 to 1.00 as tested quarterly on a trailing twelve-month basis, starting with the fiscal quarter ending September 30, 2026;

and (ii) to maintain a Fixed Charge Coverage Ratio (as defined in the Credit Agreement) of at least 1.25 to 1.00 as tested on the last day of each fiscal quarter, commencing with the quarter ending December 31, 2025.

To secure satisfaction of the Obligations, pursuant to the Credit Agreement, (i) NDS Nutrition Products, Inc., iSatori, Inc., MP Acquisition Corp., and IN Acquisition Corp.

(collectively, the “ Subsidiaries ”) guaranteed the satisfaction of the Obligations by the Company in favor of the Bank and (ii) each of the Subsidiaries and the Company granted a security interest in substantially all of their respective assets in favor of the Bank.

The borrowings outstanding on term loans were $ 39,102 and $ 13,125 as of December 31, 2025 and 2024, respectively.

The borrowings outstanding on the line of credit were $ 5,600 and $ 0 as of December 31, 2025 and 2024, respectively.

Maturities of the Company's Term Loans are as follows:

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The Company is authorized to issue 120,000 shares of Common Stock, $ 0.01 par value per share, of which 9,391 and 9,210 shares of Common Stock were issued and outstanding as of December 31, 2025 and 2024, respectively.

Common Stock Issued for Services

In February 2021, the Company granted an officer an aggregate of 320 RSUs with a fair value of $ 468 , which was amortized to stock-based compensation over its vesting term.

The Company recorded $ 31 of stock-based compensation related to RSUs during the year ended December 31, 2023.

As of December 31, 2023, there was $ 0 of unamortized stock-based compensation associated with the grant of the RSUs.

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 to 120,000 .

All share and per share information throughout this Annual Report on Form 10-K has been retroactively adjusted to reflect the stock split as of the earliest period presented.

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.

Share Repurchase Program

On March 17, 2023, the Board approved the extension of the Company’s previously authorized share repurchase program, initially approved by the Board on August 16, 2019, as amended on September 23, 2019, November 6, 2019 and February 1, 2021 (“Share Repurchase Program”).

On May 13, 2025, the Board approved the extension of the Company’s previously authorized share repurchase program, initially approved by the Board on August 16, 2019, as amended on September 23, 2019, November 6, 2019, February 1, 2021 and March 17, 2023 (“ Share Repurchase Program ”).

Under the extended and amended Share Repurchase Program, the Board authorized management to repurchase up to $ 5,000 of the Company's Common Stock over a period of 24 months, at a purchase price equal to the fair market value of the Company's Common Stock on the date of purchase, with the exact date and amount of such purchases to be determined by management (the “ 2025 Share Repurchase Program ”).

During the years ended December 31, 2024 and 2023, the Company did not repurchase any Common Stock under the 2023 Share Repurchase Program.

As of December 31, 2024, the Company may purchase $ 5,000 of Common Stock under the 2023 Share Repurchase Program.

During the years ended December 31, 2025 and 2024, the Company did not repurchase any Common Stock under its share repurchase programs.

As of December 31, 2025 , the Company retained authorization to purchase $ 5,000 of Common Stock under the 2025 Share Repurchase Program.

Information regarding options outstanding as of December 31, 2025 is as follows:

Weighted average

remaining life

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The closing price for the Company’s Common Stock on December 31, 2025 was $ 16.27 , resulting in an intrinsic value of outstanding options of $ 9,992 .

During the year ended December 31, 2024, the Company granted stock options to employees to purchase 22 shares of Company Common Stock.

The stock options are exercisable at an average price of $ 16.63 per share, expire in five years and primarily vest as follows:

one-fourth vested immediately upon issuance, and the remainder vest equally in equal annual installments over a period of three years from grant date.

The total fair value of these options at grant date was approximately $ 161 , which was determined using the Black-Scholes option pricing model with the following average assumption:

During the year ended December 31, 2025, the Company granted stock options to purchase 8 shares of Common Stock to employees.

The stock options are exercisable at $ 18.73 per share.

The stock options expire in five years and vest (i) one fourth immediately on the date of grant, and (ii) in three equal annual installments thereafter.

The total fair value of these options at grant date was approximately $ 70 , which was determined using a Black-Scholes option pricing model with the following assumptions:

stock price of $ 18.73 per share, expected term of 5 years, volatility of 50 %, dividend rate of 0 %, and risk-free interest rate of 3.24 %.

The risk-free interest rate is based on the U.S.

Treasury yield curve in effect at the time of measurement corresponding with the expected term of the share option awards;

Treasury yield curve in effect at the time of measurement corresponding with the expected term of the share option award.

The expected term represents the weighted-average period of time that share option awards granted are expected to be outstanding giving consideration to vesting schedules and historical participant exercise behavior.

The expected volatility is based upon historical volatility of the Company’s Common Stock.

and the expected dividend yield is based on the fact that the Company has not paid dividends in the past and does not expect to pay dividends in the future.

The expected dividend yield is based on the fact that the Company has not paid dividends in the past and does not expect to pay dividends in the future.

During the year ended December 31, 2024, the Company granted stock options to employees to purchase 22 shares of Company Common Stock.

The stock options are exercisable at an average price of $ 16.63 per share, expire in five years and primarily vest as follows:

one- third vested immediately upon issuance, and the remainder vest equally in equal annual installments over a period of two years from grant date.

one -fourth vested immediately upon issuance, and the remainder vest equally in equal annual installments over a period of three years from grant date.

The total fair value of these options at grant date was approximately $ 161 , which was determined using the Black-Scholes option pricing model with the following average assumption:

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The risk-free interest rate is based on the U.S.

Treasury yield curve in effect at the time of measurement corresponding with the expected term of the share option award;

Treasury yield curve in effect at the time of measurement corresponding with the expected term of the share option awards;

the expected term represents the weighted-average period of time that share option awards granted are expected to be outstanding giving consideration to vesting schedules and historical participant exercise behavior;

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As of December 31, 2025, there was $ 110 of unvested stock-based compensation that will be recognized as expense in future periods as the options vest.

During the year ended December 31, 2023, 286 shares of Common Stock were issued for the exercise of all outstanding warrants, resulting in net proceeds to the Company of $ 165 .

The Company issued no warrants to purchase shares of Common Stock during the years ended December 31, 2025 and 2024.

There are no outstanding warrants to purchase shares of Common Stock as of December 31, 2025 and 2024.

ACQUISITION OF MIMI ’ S ROCK CORP

On February 28, 2023, the Company acquired all the equity interests of Mimi’s Rock Corp.

("MRC") for the purchase price of $ 17,099 .

MRC is headquartered in Oakville, Ontario, Canada.

The purchase price of $ 17,099 was paid with proceeds from the Term Loan A as well as cash on hand.

During the year ended December 31, 2023, the Company incurred $ 1,570 of transaction-related costs for the acquisition of MRC.

The Company accounted for the acquisition as a business combination under ASC 805, Business Combinations .

The following table summarizes the allocation of the purchase price based on the fair value of the assets acquired and liabilities assumed on the date of acquisition:

February 28, 2023

Assets acquired:

ACQUISITION OF IRWIN NATURALS

On August 8, 2025 (“ the Closing Date ”), the Company acquired substantially all of the assets and assumed certain liabilities of Irwin through an asset purchase transaction under Section 363 of the US Bankruptcy Code.

Total consideration for the acquisition was $ 42,500 .

Of this amount, $ 29,750 was funded using proceeds from a new term loan provided by the Bank and $ 6,000 was funded from a new $ 10,000 revolving line of credit from the Bank, with the remainder funded from the Company’s available cash balances.

During the years ended December 31, 2025 and 2024, the Company incurred $ 2,075 and $ 26 , respectively, of transaction-related costs for the acquisition of Irwin.

The Company accounted for the acquisition as a business combination under Accounting Standards Codification (“ ASC ”) 805, Business Combinations.

The following table summarizes the fair value of the assets acquired and liabilities assumed on the date of acquisition, and is as follows:

August 8, 2025

Accounts receivable

Prepaid expense and other assets

Sales tax receivable

Prepaid expense and other current assets

Right of use asset

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Intangible assets

Other non-current assets

Accounts payable and accrued expense

Income tax payable

Accrued expense and other current liabilities

Product returns

Lease liabilities

Deferred tax liabilities

Net assets acquired

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Key factors that contributed to the recorded intangible assets and goodwill were the opportunity to complement existing operations of the Company and the opportunity to generate future synergies within the nutritional supplement and wellness business.

Pro Forma Condensed Combined Financial Information (Unaudited) (In thousands)

The following presents the Company’s unaudited pro forma financial information for the year ended December 31, 2023, giving effect to the acquisition of MRC as if it had occurred at January 1, 2023.

Pro Forma Combined Financial Information (Unaudited) (In thousands)

The following presents the Company’s unaudited pro forma financial information for the year ended December 31, 2025 and 2024, respectively, giving effect to the acquisition of Irwin as if it had occurred at January 1, 2024.

Included in the pro forma information is:

fair value adjustment to inventory acquired during the year ended December 31, 2023, removal of transaction-related costs related to the acquisition of MRC, removal of the interest costs from MRC’s debt prior to the closing of the acquisition, and interest on borrowings made by the Company based on the projected balance of the Term Loan for the respective periods presented in this pro forma.

December 31, 2023

fair value adjustment to inventory acquired and transaction related costs moved from the year ended December 31, 2025 to December 31, 2024, removal of the interest costs from the Company’s debt prior to the closing of the acquisition, and interest on borrowings made by the Company based on the projected balance of the Irwin Term Loan for the respective periods in this pro forma presentation.

Years ended December 31,

Diluted net income per share

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The pro forma financial information is for informational purposes only and does not purport to present what the Company’s results would actually have been had the transaction actually occurred on the dates presented or to project the combined company’s results of operations or financial position for any future period.

MRC revenue for the year ended December 31, 2024 was $ 29,036 and was $ 24,370 for the period from February 28, 2023 (the acquisition date) to December 31, 2023.

ACQUISITION OF MUSCLEPHARM ASSETS

On October 10, 2023, the Company acquired substantially all of the assets and assumed none of the liabilities other than de minimus cure costs relating to certain assumed contracts of MusclePharm through an asset purchase transaction under Section 363 of the U.S.

Bankruptcy Code.

Total consideration for the acquisition, including legal expense, amounted to $ 18,788 .

The Company accounted for the transaction as an asset acquisition under ASC 805.

The assets acquired consisted of indefinite life intellectual property – brands of $ 18,593 and inventory of $ 195 .

The intangible asset is not amortized and is tested for impairment on an annual basis.

Irwin revenue from August 8, 2025 through December 31, 2025 was $ 19,465 .

NOTE 9 – DERIVATIVE LIABILITY (INTEREST RATE SWAP)

On September 5, 2025, the Company entered into an interest rate swap agreement to hedge exposure to variability in cash flows associated with its variable-rate term loan (Note 6).

The swap effectively converts approximately 50 % of the Company’s term loan from variable to fixed.

The agreement had a notional amount of $ 20,000 at inception, amortizes in accordance with the underlying debt, and requires the Company to pay a fixed rate of 3.39 % while receiving a variable rate based on SOFR.

The agreement expires on August 8, 2030.

The Company designated the swap as a cash flow hedge under ASC 815, Derivatives and Hedging .

The effective portion of changes in the fair value of the derivative is recorded in Other Comprehensive Income and reclassified into interest expense as payments occur under the hedged debt.

Any ineffective portion is recognized in current period earnings.

The fair value of the swap was a liability of $ 26 at December 31, 2025, which is presented as a derivative liability on the Company’s Consolidated Balance Sheet.

For the year ended December 31, 2025, the effective portion of changes in fair value of the interest-rate swap decreased OCI by $ 26 .

The swap is measured under fair value guidance using Level 2 inputs.

No hedge ineffectiveness was recognized during the year ended December 31, 2025.

Components of the total provision for income taxes are as follows:

December 31, 2024

December 31, 2023

Years ended December 31,

Current tax expense (benefit)

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Provision for income taxes

The Company is subject to income tax in the U.S., Canada, Germany and Barbados through its wholly owned subsidiaries.

The Company is subject to income tax in the U.S., Canada, and Germany through its wholly owned subsidiaries.

The combined federal and state statutory tax rate is 24.5 % ( 22 % in 2024).

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During the year ended December 31, 2024, the Company dissolved Thunder Beach Holdings, its Barbados subsidiary, and will no longer be subject to taxes in Barbados.

December 31, 2024

December 31, 2023

The provision for income taxes differs from the amount determined by applying the federal statutory rate as follows:

Year ended December 31, 2025

Provision for income taxes based on U.S.

federal statutory tax rate

State and local income taxes, net of federal income tax effect

Foreign tax effects

Difference in jurisdictional tax rates

Non-deductible expenses

Foreign tax credits applied

True up of prior period

Valuation allowance

Impact from statutory tax rate changes

Adjustments related to acquired assets and liabilities

Capitalized transaction costs

Provision for income taxes

Year ended December 31, 2024

Provision for income taxes based on statutory rate

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The acquisition resulted in an ownership change under Section 382, subjecting the Company’s ability to utilize NOL carryforwards generated prior to the acquisition to an annual limitation.

As of December 31, 2024, the Company has approximately $ 3,845 of federal NOL carryforwards, of which $ 1,545 is subject to the Section 382 limitation.

As of December 31, 2025, the Company has approximately $ 3,716 of federal NOL carryforwards, of which $ 1,416 may be utilized subject to the Section 382 limitation.

Based on the annual limitation, management expects that $ 2,300 of these carryforwards may not be fully utilized prior to expiration.

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During the year ended December 31, 2025, the Company recorded an immaterial amount of interest and penalties in the consolidated statement of income and comprehensive income.

Cash paid for income taxes, net of refunds, for the year ended December 31, 2025 were as follows:

state and local

Other state and local

Total cash paid for income taxes, net of refunds

COMMITMENTS AND CONTINGENCIES

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There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of the Company or any of its subsidiaries, threatened against or affecting the Company, our Common Stock, any of our subsidiaries or of the Company’s or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

RECLASSIFICATIONS

Certain reclassifications have been made in the Company’s financial statements to conform to current presentation.

Advertising and marketing expense for the year ended December 31, 2023 amounting to $ 4,276 , were previously reported as part of selling, general and administrative expense.

Advertising and marketing expense is now segregated and reported separately in the accompanying statement of income and comprehensive income to conform to current period presentation.

These reclassifications had no impact on reported earnings or stockholders’ equity.

SEGMENT 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 9A. Controls and Procedures