What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-05-14 compared with 2025-11-13 · 227 added, 323 removed, 486 unchanged (53% of the section changed)

3 unchanged sentences

(In thousands, except per share data)

September 30, 2025

March 31, 2026

December 31, 2025

1 unchanged sentence

Cash and cash equivalents

Restricted cash

Accounts receivable, net of allowance for credit losses of $ 22 and $ 41 , respectively

Inventories, net of allowance for obsolescence of $ 254 and $ 100 , respectively

Accounts receivable, net

Inventories, net

Prepaid expense and other current assets

2 unchanged sentences

Right of use asset

Intangibles, net of amortization of $ 275 and $ 152 , respectively

Intangibles, net

Deferred tax asset

Derivative asset

LIABILITIES AND STOCKHOLDERS' EQUITY:

5 unchanged sentences

Term loan – current portion

Revolving line of credit

Lease liability – current portion

Total current liabilities

Revolving line of credit

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

4 unchanged sentences

STOCKHOLDERS’ EQUITY:

Preferred stock, $ 0.01 par value, 10,000 shares authorized, none outstanding as of September 30, 2025 and December 31, 2024

Preferred stock, $ 0.01 par value, 10,000 shares authorized, none outstanding as of March 31, 2026 and December 31, 2025

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

9,391 and 9,210 issued and outstanding as of September 30, 2025 and December 31, 2024

9,391 issued and outstanding as of March 31, 2026 and December 31, 2025

Additional paid-in capital

6 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

(In thousands, except per share data)

Three months ended September 30

Nine months ended September 30

Three months ended March 31,

Cost of goods sold

6 unchanged sentences

OPERATING INCOME

OTHER EXPENSE (INCOME)

Interest income

Interest expense

OTHER EXPENSE

Foreign exchange gain

Total other expense

Interest expense, net

Foreign exchange loss (gain)

Total other expense, net

INCOME BEFORE INCOME TAX PROVISION

5 unchanged sentences

Foreign currency translation adjustment

Loss on derivatives

Gain on derivatives

Comprehensive income

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

(In thousands)

Accumulated other

comprehensive income (loss)

earnings (accumulated

Derivatives (cash

THREE MONTHS ENDED SEPTEMBER 30, 2025

JUNE 30, 2025

Stock-based compensation

comprehensive income

SEPTEMBER 30, 2025

NINE MONTHS ENDED SEPTEMBER 30, 2025

THREE MONTHS ENDED MARCH 31, 2026

JANUARY 1, 2026

Exercise of stock options

Stock-based compensation

Comprehensive income

SEPTEMBER 30, 2025

THREE MONTHS ENDED SEPTEMBER 30, 2024

Stock-based compensation

Comprehensive income

SEPTEMBER 30, 2024

NINE MONTHS ENDED SEPTEMBER 30, 2024

MARCH 31, 2026

THREE MONTHS ENDED MARCH 31, 2025

JANUARY 1, 2025

Exercise of stock options

Stock-based compensation

Comprehensive income

SEPTEMBER 30, 2024

MARCH 31, 2025

The accompanying notes are an integral part of these condensed consolidated financial statements.

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

(In thousands)

Nine months ended September 30,

Three months ended March 31,

CASH FLOWS FROM OPERATING ACTIVITIES:

5 unchanged sentences

Amortization of deferred financing costs

Write-off of deferred financing costs

Amortization of inventory step-up

Changes in operating assets and liabilities:

Accounts receivable - trade

Accounts receivable

Deferred taxes

Prepaid expense and other current assets

Prepaid expense and other assets

Right of use asset

2 unchanged sentences

Lease liability

Accrued expense and other current liabilities

Accrued expense and other liabilities

Product returns

1 unchanged sentence

CASH FLOWS FROM INVESTING ACTIVITIES:

Cash paid for Irwin acquisition

Purchase of property and equipment

2 unchanged sentences

Proceeds from exercise of stock options

Borrowings on term loans

Payoff of 2023 term loans

Payments on term loans

Borrowings on line of credit

Net cash provided by (used in) financing activities

Payments on 2025 term loan

Payments on 2023 term loan

Payments on line of credit

Net cash used in financing activities

Foreign currency impact on cash

CHANGE IN CASH AND RESTRICTED CASH

CASH AND RESTRICTED CASH, BEGINNING OF PERIOD

CASH AND RESTRICTED CASH, END OF PERIOD

CHANGE IN CASH AND CASH EQUIVALENTS

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD

CASH AND CASH EQUIVALENTS, END OF PERIOD

Supplemental cash flow disclosure

Cash paid for income taxes

Cash paid for interest, net of amounts capitalized

Non-cash investing and financing activities

Addition to right-of-use assets from new operating lease liabilities

Cash paid for interest

The accompanying notes are an integral part of these condensed consolidated financial statements.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

(In thousands, except per share data)

6 unchanged sentences

(iv) MusclePharm;

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

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.

7 unchanged sentences

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

Recent Acquisition

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 before any post-closing adjustments was approximately $ 42,500 .

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.

The Company is in the process of determining the fair value of the intangible assets of Irwin and the appropriate accounting for this acquisition.

NOTE 2 - BASIS OF PRESENTATION

2 unchanged sentences

In our opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation are included.

Operating results for the three- and nine-month periods ended September 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.

Operating results for the three months ended March 31, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026.

Although management of the Company believes the disclosures presented herein are adequate and not misleading, these interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the footnotes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Securities and Exchange Commission (the “ SEC ”) on March 31, 2026.

23 unchanged sentences

The Company’s revenue is comprised of sales of nutritional supplements and wellness products to consumers.

The Company accounts for revenue in accordance with FASB ASC 606, Revenue from Contracts with Customers ( “ ASC 606 ” ).

The Company accounts for revenue in accordance with Financial Accounting Standards Board ( “FASB” ) Accounting Standards Codification (“ ASC”) Topic No.

606, Revenue from Contracts with Customers ( “ ASC 606 ” ).

The underlying principle of ASC 606 is to recognize revenue to depict the transfer of goods or services to customers at the amount expected to be collected.

6 unchanged sentences

For these transactions, the Company evaluated principal versus agent considerations to determine appropriateness of recording distribution and platform fees paid to third-party e-commerce companies as an expense or as a reduction of revenue.

The Company records distribution and platform fees to cost of goods sold in the condensed consolidated statements of income and comprehensive income.

The Company records distribution and platform fees to cost of goods sold in the consolidated statements of income and comprehensive income.

Distribution and platform fees are not recorded as a reduction of revenue because the Company (1) owns the goods before they are transferred to the customer, (2) can direct Amazon, similar to other third-party logistics providers ( “ Logistic Providers ” ) , to return the Company’s inventory to any location specified by the Company, (3) has the responsibility to make customers whole following any returns made by customers directly to Logistic Providers and the Company retains the back-end inventory risk, (4) is subject to credit risk (i.e., credit card chargebacks), (5) establishes prices of its products, (6) can determine who fulfills the goods to the customer (Amazon or the Company) and (7) can limit quantities or stop selling the goods at any time.

Based on these considerations, the Company is the principal in this arrangement.

Advertising fees paid to Amazon are recorded in advertising and marketing expense in the consolidated statements of income and comprehensive income

The Company disaggregates revenue into distribution channels, geographical regions and collections of brands (Legacy FitLife and recently acquired brands).

The Company determines that disaggregating revenue into these categories achieves the disclosure objective to depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors.

Online revenue, which consists of revenue generated from sales on the Company’s own websites as well as third-party e-commerce platforms such as Amazon, was approximately 44 % of net revenue for the quarter ended September 30, 2025, compared to 68 % of net revenue during the same period in the prior year.

Wholesale revenue was approximately 56 % of net revenue for the quarter ended September 30, 2025 compared to 32 % during the same period in the prior year.

Online revenue was approximately 56 % of net revenue for the nine months ended September 30, 2025, compared to 66 % of net revenue for the nine months ended September 30, 2024.

Wholesale revenue was approximately 44 % of net revenue for the nine months ended September 30, 2025 compared to 34 % of net revenue for the nine months ended September 30, 2024.

Online revenue, which consists of revenue generated from sales on the Company’s own websites as well as third-party e-commerce platforms such as Amazon, was approximately 44 % of net revenue for the quarter ended March 31, 2026, compared to 67 % of net revenue during the same period in the prior year.

Wholesale revenue was approximately 56 % of net revenue for the quarter ended March 31, 2026 compared to 33 % during the same period in the prior year.

Sales to customers in the U.S.

were approximately 95 % and 96 %, respectively, during the three and nine months ended September 30, 2025 and 2024, with the balance of sales for the same respective periods being to customers primarily in Canada.

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

were approximately 95 % and 96 %, respectively, during the three months ended March 31, 2026 and 2025, with the balance of sales for the same respective periods being to customers primarily in Canada.

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

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

Three months ended

Nine months ended

September 30, 2025

September 30, 2024

September 30, 2025

September 30, 2024

March 31, 2026

March 31, 2025

Legacy FitLife

10 unchanged sentences

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 expected value method to quantify the variable consideration.

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

Net sales to GNC during the three-month periods ended September 30, 2025 and 2024 represented 13 % and 23 % of total net revenue, respectively.

Net sales to GNC during the nine-month periods ended September 30, 2025 and 2024 represented 17 % and 24 % of total net revenue, respectively.

Gross accounts receivable attributable to GNC represented 13 % and 28 % of the Company’s total accounts receivable balance as of September 30, 2025 and December 31, 2024, respectively.

As of September 30, 2025 and December 31, 2024, two vendors and one vendor, respectively, accounted for over 10% of the Company’s consolidated accounts payable balances.

During the nine months ended September 30, 2025 and 2024, there were three vendors who each accounted for over 10% of the Company’s inventory-related purchases.

For the three months ended March 31, 2026, no single customer accounted for more than 10 % of the Company’s net sales.

Total net sales to one customer during the three months ended March 31, 2025 represented 16 % of net sales .

For the three months ended March 31, 2026, there were two vendors who accounted for 52 % and 14 % of the Company’s consolidated inventory-related purchases, respectively.

For the three months ended March 31, 2025 , there were two vendors who accounted for 54 % and 12 % of the Company's inventory-related purchases, respectively.

As of March 31, 2026, there were three vendors who accounted for 28 %, 22 % and 14 % of the Company’s consolidated accounts payable, 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 March 31, 2026, there were three customers who accounted for 18 %, 16 % and 10 % of the total accounts receivable balance, respectively.

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

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity from the date of purchase of three months or less to be cash equivalents.

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

The collateral requirement was terminated prior to September 30, 2025;

therefore, no cash was restricted as of September 30, 2025.

We lease certain corporate office space and office equipment under lease agreements with monthly payments over a period of 36 to 84 months.

We determine whether an arrangement is a lease at inception.

Leased assets are presented as operating lease right-of-use assets and the related liabilities are presented as lease liabilities in our condensed consolidated balance sheets.

The Company accounts for its leases in accordance with the guidance of ASC 842, Leases .

The Company determines whether a contract is, or contains, a lease at inception.

Right-of-use assets represent the Company’s right to use an underlying asset during the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease.

Right-of-use assets and lease liabilities are recognized at lease commencement based upon the estimated present value of unpaid lease payments over the lease term.

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.

The Company has determined that it has a single reporting unit for purposes of performing its goodwill impairment test.

7 unchanged sentences

If the Company’s stock price experiences significant price fluctuations, this will impact the fair value of the reporting unit, which can lead to potential impairment in future periods.

Management determined there were no indicators of impairment at September 30, 2025 or December 31, 2024.

The Company will perform its next impairment analysis in December 2025.

Management determined there were no indicators of impairment at March 31, 2026 or December 31, 2025.

The Company will perform its annual impairment analysis in December 2026.

Intangible Assets

5 unchanged sentences

If this qualitative assessment indicates that it is more likely than not that the fair value of a reporting unit is less than it’s carrying value, a quantitative assessment is then performed.

The Company noted no indicators of impairment for intangible assets as of September 30, 2025, and December 31, 2024.

Subject to finalization of a purchase price allocation (see Note 10), intangible asset amortization expense is expected to be approximately $ 900 for each of the next five years (2026 to 2030).

The Company noted no indicators of impairment for intangible assets as of March 31, 2026, and December 31, 2025.

Intangible asset amortization expense is expected to be approximately $ 900 for each of the next five years (2026 to 2030).

Acquisitions and Business Combinations

14 unchanged sentences

There is potential for volatility of the effective tax rate due to several factors, including changes in the mix of the pre-tax income and the jurisdictions to which it relates.

The effective income tax rate was 32 % and 25 % for the nine months ended September 30, 2025 and 2024, respectively.

The effective income tax rate was 26.7 % and 25.8 % for the three months ended March 31, 2026 and 2025, respectively.

Net Income Per Share

3 unchanged sentences

The dilutive effect of potentially dilutive securities is reflected in diluted net income per share if the exercise prices were lower than the average fair market value of common shares during the reporting period.

For the three and nine months ended September 30, 2025 and 2024, there were no antidilutive options.

Basic and diluted weighted-average shares outstanding are as follows:

Three months ended September 30,

Nine months ended September 30,

Basic and diluted weighted-average shares outstanding and antidilutive options that were excluded from diluted weighted average shares outstanding are as follows:

Three months ended March 31,

Basic weighted average shares outstanding

1 unchanged sentence

Diluted weighted average shares outstanding

Antidilutive options

Fair Value Measurements

10 unchanged sentences

The unobservable inputs are developed based on the best information available in the circumstances and may include the Company’s own data.

The fair value of financial instruments measured on a recurring basis was as follows:

As of September 30, 2025

Derivative liability – Cash flow hedge – variable-to-fixed interest rate swap

Total liabilities at fair value

The carrying amounts of financial assets and liabilities, such as cash and cash equivalents, restricted cash, accounts receivable and accounts payable, approximate their fair values because of the short maturity of these instruments.

The carrying amounts of financial assets and liabilities, such as cash and cash equivalents, accounts receivable and accounts payable, approximate their fair values because of the short maturity of these instruments.

The carrying value of the Company’s debt approximate their fair value based on the market interest rates of these notes.

2 unchanged sentences

Recently Adopted Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosure ( “ ASC 280 ” ) , which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expense categories that are regularly provided to the chief operating decision maker and included in each reported measure of a segment’s profit or loss.

The update also requires all annual disclosures about a reportable segment’s profit or loss and assets to be provided in interim periods and for entities with a single reportable segment to provide all the disclosures required by ASC 280, including the significant segment expense disclosures.

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.

In December 2023, the FASB issued Accounting Standards Update ( “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.

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

6 unchanged sentences

We are currently evaluating the provisions of this guidance and assessing the potential impact on our financial statement disclosures.

Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements.

Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the SEC did not or are not believed by management to have a material impact on the Company’s present or future financial statements.

NOTE 4 – INVENTORIES

5 unchanged sentences

The value of any finished goods inventory projected to expire prior to sale is included in the allowance.

The total allowance for expiring, excess and slow-moving inventory items as of September 30, 2025 and December 31, 2024 amounted to $ 254 and $ 100 , respectively.

The Company’s inventories as of September 30, 2025 and December 31, 2024 were as follows:

September 30, 2025

The total allowance for expiring, excess and slow-moving inventory items as of March 31, 2026 and December 31, 2025 amounted to $ 142 and $ 247 , respectively.

The Company’s inventories as of March 31, 2026 and December 31, 2025 were as follows:

March 31, 2026

December 31, 2025

2 unchanged sentences

NOTE 5 - PROPERTY AND EQUIPMENT

The Company had property and equipment as of September 30, 2025 and December 31, 2024 as follows:

September 30, 2025

The Company had property and equipment as of March 31, 2026 and December 31, 2025 as follows:

March 31, 2026

December 31, 2025

Accumulated depreciation

Depreciation expense for the three months ended September 30, 2025 and 2024 was $ 23 and $ 15 , respectively.

Depreciation expense for the nine months ended September 30, 2025 and 2024 was $ 46 and $ 57 , respectively.

NOTE 6 – DEBT

The Company’s debt consisted of the following as of September 30, 2025:

September 30, 2025

Depreciation expense for the three months ended March 31, 2026 and 2025 was $ 23 and $ 10 , respectively.

NOTE 6 – NOTES PAYABLE

Notes payable consisted of the following as of March 31, 2026 and December 31, 2025:

March 31, 2026

December 31, 2025

Term loans – 2023 Credit Agreement

Term loan – 2025 Credit Agreement

Unamortized debt issuance costs

6 unchanged sentences

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.

7 unchanged sentences

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

Current 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.

3 unchanged sentences

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 shall make quarterly payments of principal plus accrued interest on the Irwin Term Loan, commencing December 31, 2025.

Principal payment amounts will equal 3.75 % of the then-outstanding principal balance of the Irwin Term Loan for the first eight such payment dates and 5.00 % thereafter, in each case plus accrued interest, with all remaining principal and accrued interest on the Irwin Term Loan being due and payable in full on August 8, 2030.

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.

2 unchanged sentences

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.

The Company was in compliance with all covenants as of March 31, 2026 and 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 $ 40,625 and $ 13,125 as of September 30, 2025 and December 31, 2024, respectively.

The borrowings outstanding on the line of credit were $ 6,000 and $ 0 as of September 30, 2025 and December 31, 2024, respectively.

The borrowings outstanding on the Irwin Term Loan were $ 37,578 and $ 39,102 as of March 31, 2026 and December 31, 2025, respectively.

The borrowings outstanding on the Credit Line were $ 4,200 and $ 5,600 as of March 31, 2026 and December 31, 2025, respectively.

Maturities of the Company's Irwin Term Loan are as follows:

Total balance outstanding as of March 31, 2026

NOTE 7 - EQUITY

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 September 30, 2025 and December 31, 2024, respectively.

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 Quarterly Report on Form 10-Q 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.

The Company is authorized to issue 120,000 shares of Common Stock, $ 0.01 par value per share, of which 9,391 shares of Common Stock were issued and outstanding as of March 31, 2026 and December 31, 2025.

Share Repurchase Program

1 unchanged sentence

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 nine months ended September 30, 2025 and 2024, the Company did not repurchase any Common Stock under its share repurchase programs.

As of September 30, 2025 , the Company retained authorization to purchase $ 5,000 of Common Stock under the 2025 Share Repurchase Program.

Information regarding options outstanding as of September 30, 2025 is as follows:

During the three months ended March 31, 2026 and 2025, the Company did not repurchase any Common Stock under its share repurchase programs.

As of March 31, 2026 , the Company retained authorization to purchase $ 5,000 of Common Stock under the 2025 Share Repurchase Program.

Information regarding options outstanding as of March 31, 2026 is as follows:

remaining life

Outstanding, December 31, 2024

Outstanding, September 30, 2025

exercise price

Outstanding, December 31, 2024

Outstanding, December 31, 2025

Outstanding, March 31, 2026

remaining life

2 unchanged sentences

exercise price

The closing stock price for the Company’s Common Stock on September 30, 2025 was $ 19.89 , resulting in an intrinsic value of outstanding options of $ 12,875 .

In September 2025, the Company granted stock options to purchase 8 shares of Common Stock to employees.

The closing stock price for the Company’s Common Stock on March 31, 2026 was $ 14.20 , resulting in an intrinsic value of outstanding options of $ 8,389 .

During the three months ended March 31, 2026, the Company granted stock options to purchase six shares of Common Stock to employees.

The stock options are exercisable at $ 15.21 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 stock options expire in five years and vest (i) one third on the first anniversary from the date of grant, and (ii) in two equal annual installments thereafter.

The total fair value of these options at grant date was approximately $ 41 , 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 %.

stock price of $ 15.21 per share, expected term of five years, volatility of 46 %, dividend rate of 0 %, and risk-free interest rate of 3.5 %.

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

3 unchanged sentences

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 three-month periods ended September 30, 2025 and 2024, the Company recognized stock-based compensation of $ 126 and $ 141 , respectively, related to stock options.

During the nine-month periods ended September 30, 2025 and 2024, the Company recognized stock-based compensation of $ 332 and $ 344 , respectively, related to stock options.

As of September 30, 2025 there is $ 181 of unamortized stock-based compensation related to stock options.

During the three months ended March 31, 2025, 173 stock options were exercised pursuant to the terms of the option agreements.

As a result, the Company received cash proceeds of $ 638 , of which $ 259 was received in March 2025 and the remaining $ 379 was received in April 2025.

During the three-month periods ended March 31, 2026 and 2025, the Company recognized stock-based compensation of $ 17 and $ 107 , respectively, related to stock options.

As of March 31, 2026 there is $ 133 of unamortized stock-based compensation related to stock options.

The Company issued no warrants to purchase shares of Common Stock during three months ended March 31, 2026 and 2025.

There are no outstanding warrants to purchase shares of Common Stock as of March 31, 2026 and December 31, 2025.

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 three months ended March 31, 2026, the Company did not incur any 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 current assets

Right of use asset

Property and equipment

Intangible assets

Other non-current assets

Accounts payable and accrued expense

Accrued expense and other current liabilities

Product returns

Lease liabilities

Net assets acquired

The purchase was intended to augment and diversify the Company’s product offerings and lineup.

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 three months ended March 31, 2026 and 2025, respectively, giving effect to the acquisition of Irwin as if it had occurred at January 1, 2025.

Included in the pro forma information is:

removal of Irwin revenue and cost of sales from the three months ended March 31, 2025 for Irwin business no longer in place as of the closing date (Costco US) as well as removal of CBD revenue due to the Company’s decision to exit the CBD business, fair value adjustment to inventory acquired, transaction-related costs related to the acquisition of Irwin moved from the three months ended March 31, 2025 to 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 and revolving line of credit for the respective periods in this pro forma presentation.

Three months ended

March 31, 2025

Diluted net income per share

The pro forma adjustments do not reflect adjustments for anticipated operating efficiencies that the Company expects to achieve as a result of this acquisition.

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.

Irwin revenue for the three months ended March 31, 2026 was $ 12,849 .

NOTE 9 – COMMITMENTS AND CONTINGENCIES

We currently are not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations.

We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations.

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.

9 unchanged sentences

The following table presents the significant segment expenses and other segment items regularly reviewed by our CODM:

Three months ended September 30,

Nine months ended September 30,

Three months ended March 31,

Cost of goods sold

6 unchanged sentences

The following table summarizes sales to customers by geographic regions:

Three months ended September 30,

Nine months ended September 30,

Three months ended March 31,

United States

1 unchanged sentence

Total revenue

NOTE 10 – ACQUISITION OF IRWIN NATURALS

Total consideration for the acquisition was approximately $ 42,500 .

The Company is in the process of determining the fair value of the tangible and intangible assets of Irwin.

During the three and nine months ended September 30, 2025, the Company incurred $ 820 and $ 1,848 , 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.

At the date of the acquisition and as of this Quarterly Report on Form 10-Q, management has not yet finalized its valuation analysis.

The fair values of the intangible assets acquired, as set forth below, are considered provisional and subject to adjustment as additional information is obtained through the purchase price measurement period (a period of up to one year from the Closing Date).

Any prospective adjustments would change the fair value allocation as of the acquisition date.

The Company is still in the process of reviewing underlying models, assumptions and discount rates used in the valuation of provisional goodwill and intangible assets.

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 current assets

Right of use asset

Property and equipment

Intangible assets (provisional)

Goodwill (provisional)

Other non-current assets

Accounts payable and accrued expense

Accrued expense and other current liabilities

Product returns

Lease liabilities

Net assets acquired

The purchase was intended to augment and diversify the Company’s product offerings and lineup.

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

The following presents the Company’s unaudited pro forma financial information for the nine months ended September 30, 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, transaction-related costs related to the acquisition of Irwin moved from the nine months ended September 30, 2025 to the nine months ended September 30, 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.

Nine months ended

September 30, 2025

September 30, 2024

Diluted net income per share

The pro forma adjustments do not reflect adjustments for anticipated operating efficiencies that the Company expects to achieve as a result of this acquisition.

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.

Irwin revenue and net income from August 8, 2025 through September 30, 2025 were $ 6,821 and $ 504 , respectively.

NOTE 11 – 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 11 – DERIVATIVE ASSET (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.

4 unchanged sentences

Any ineffective portion is recognized in current period earnings.

The fair value of the swap was a liability of $ 32 at September 30, 2025, which is presented as a derivative liability on the Company’s Condensed Consolidated Balance Sheet.

For the three and nine months ended September 30 2025, the effective portion of changes in fair value of the interest-rate swap decreased OCI by $ 32 , with no amounts reclassified to earnings.

The fair value of the swap was an asset of $ 72 at March 31, 2026 and is presented as a derivative asset on the Condensed Consolidated Balance Sheet.

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

For the three months ended March 31, 2026, the effective portion of changes in fair value of the interest-rate swap increased OCI by $ 98 .

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 three months ended September 30, 2025.

No hedge ineffectiveness was recognized during the three months ended March 31, 2026 or year ended December 31, 2025.

NOTE 12 – SUBSEQUENT EVENTS

8 unchanged sentences

(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 ");

(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 ”);

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

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.

1 unchanged sentence

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.

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.

5 unchanged sentences

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 Naturals and its related affiliates (“ Irwin ”) through an asset purchase transaction under Section 363 of the US Bankruptcy Code.

Total consideration for the acquisition before any post-closing adjustments was approximately $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 ”) 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.

The Company is in the process of determining the fair value of the tangible and intangible assets of Irwin and the appropriate accounting for this acquisition.

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.

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

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

1 unchanged sentence

Results of Operations

Comparison of the three months ended September 30, 2025 to the three months ended September 30, 2024

Comparison of the three months ended March 31, 2026 to the three months ended March 31, 2025

Three months ended

September 30, 2025

September 30, 2024

March 31, 2026

March 31, 2025

Cost of goods sold

5 unchanged sentences

Operating income

Other expense (income), net

Provision for income tax

Revenue for the three months ended September 30, 2025 increased 47% to $23,485 compared to $15,977 for the three months ended September 30, 2024.

The increase in revenue for the three months ended September 30, 2025 compared to the prior period is primarily due to the acquisition of Irwin, as well as an increase in MusclePharm revenue, partially offset by declining revenue from Legacy FitLIfe (which now includes MRC).

Legacy FitLife revenue for the three months ended September 30, 2025 was $12,855, a 5% decrease compared to the previous year, primarily driven by an 8% decrease in online revenue due to a drop in traffic to MRC product listing pages on Amazon, partially offset by a 4% increase in wholesale revenue.

During the three months ended September 30, 2025, MusclePharm generated revenue of $3,809, a 55% increase compared to the same quarter last year, with wholesale revenue more than doubling from the same quarter of the prior year, partially offset by a 3% decrease in online revenue.

Online revenue during the quarter ended September 30, 2025 was approximately 44% of net revenue, compared to 56% for wholesale channels for the same period.

Online revenue during the quarter ended September 30, 2024 was 68% of net revenue compared to 32% for wholesale channels during the same period.

The change in online and wholesale revenue as a percentage of total revenue during the quarter ended September 30, 2025 compared to the same period of last year is primarily due to the acquisition of Irwin, which generated approximately only 5% of its total revenue from online sales.

Sales to customers in the U.S.

were approximately 95% and 96% during the quarters ended September 30, 2025 and 2024, respectively, with the balance of sales to customers primarily in Canada.

Cost of Goods Sold.

Cost of goods sold for the three months ended September 30, 2025 increased to $14,749 as compared to $8,976 for the three months ended September 30, 2024.

This 64% increase is primarily due to the acquisition of Irwin and includes $392 related to the amortization of the inventory step-up, as well as higher sales from MusclePharm.

Gross Profit.

Gross profit for the three months ended September 30, 2025 increased to $8,736 as compared to $7,001 for the three months ended September 30, 2024.

The increase in gross profit is principally attributable to the acquisition of Irwin, partially offset by lower gross profit from Legacy FitLife Brands.

Gross Margin .

Gross margin for the three months ended September 30, 2025 decreased to 37.2% from 43.8% for the comparable prior period.

The decrease in gross margin is primarily attributable to the acquisition of Irwin, which historically generated lower gross margin than FitLife.

Gross margin was also adversely affected by $392 of amortization of inventory step-up during the three months ended September 30, 2025, as well as continued promotional investment in MusclePharm.

Excluding the amortization of the inventory step-up, gross margin for the three months ended September 30, 2025 would have been 38.9%.

Advertising and Marketing.

Advertising and marketing expense for the three months ended September 30, 2025 increased to $1,357 as compared to $1,093 for the same period of the prior year.

The 24% increase is due to additional advertising for certain Legacy FitLife brands, as well as incremental spend attributable to Irwin.

SG&A expense for the three months ended September 30, 2025 increased 55% to $4,105 as compared to $2,645 for the three months ended September 30, 2024.

The increase in SG&A is primarily due to the acquisition of Irwin.

Merger and Acquisition Related.

Merger and acquisition related expense increased to $820 during the quarter ended September 30, 2025 compared to $59 for the same period in 2024, driven by transaction costs related to the Irwin acquisition.

We generated net income of $921 for the three months ended September 30, 2025 as compared to net income of $2,126 for the three months ended September 30, 2024.

The decrease in net income for the nine months ended September 30, 2025 compared to the same period in 2024 was primarily attributable to an increase in acquisition-related expense due to the Irwin acquisition as well as higher income tax expense.

Comparison of the nine months ended September 30, 2025 to the nine months ended September 30, 2024

Nine months ended

September 30, 2025

September 30, 2024

Cost of goods sold

Advertising and marketing

Selling, general and administrative (“S G&A ”)

Merger and acquisition related

Depreciation and amortization

Total operating expense

Operating income

Other expense, net

Provision for income tax

Revenue for the nine months ended September 30, 2025 increased 12% to $55,548 as compared to $49,456 for the nine months ended September 30, 2024.

The increase in revenue for the nine months ended September 30, 2025 compared to the prior period is primarily due to the acquisition of Irwin as well as an increase in MusclePharm sales, partially offset by a decrease in Legacy FitLife revenue (which now includes MRC).

Legacy FitLife revenue for the nine months ended September 30, 2025 was $40,400, a 4% decrease compared to the previous year, driven by a 7% decrease in online revenue partially offset by a 2% increase in wholesale revenue.

The decrease in online revenue is primarily due to lower traffic to the MRC product listings on Amazon, partially offset by an increase in online sales for other Legacy FitLife brands.

MusclePharm revenue for the nine months ended September 30, 2025 was $8,327, a 15% increase compared to the same period of last year, driven by a 23% increase in wholesale revenue and a 7% increase in online revenue.

Online revenue and wholesale revenue for the nine months ended September 30, 2025 and 2024, was approximately 56% and 44% of total net revenue, as compared to the previous year of approximately 66% and 34% of total net revenue.

Revenue for the three months ended March 31, 2026 increased 59% to $25,325 compared to $15,936 for the three months ended March 31, 2025.

The increase in revenue for the three months ended March 31, 2026 compared to the prior period is primarily due to the acquisition of Irwin, partially offset by declining revenue from Legacy FitLife, as discussed below.

The Irwin assets were acquired on August 8, 2025.

Legacy FitLife revenue for the three months ended March 31, 2026 was $12,476, a 22% decrease compared to the previous year, driven by an 18% decline in online revenue primarily attributable to MRC as well as a 28% decrease in wholesale revenue attributable to lower sales to certain retail partners, primarily GNC.

Wholesale revenue during the quarter ended March 31, 2026 was approximately 56% of net revenue, compared to 44% for online channels for the same period.

Wholesale revenue during the quarter ended March 31, 2025 was 33% of net revenue compared to 67% for online channels during the same period.

The decline in the percentage of revenue coming from online sales is primarily due to the acquisition of Irwin, which had minimal online revenue at the time of the acquisition.

Sales to customers in the U.S.

were approximately 95% and 96% during the nine months ended September 30, 2025 and 2024, with the balance of sales to customers primarily in Canada.

were approximately 95% and 96% during the quarters ended March 31, 2026 and 2025, respectively, with the balance of sales to customers primarily in Canada.

Cost of Goods Sold.

Cost of goods sold for the nine months ended September 30, 2025 increased to $33,034 as compared to $27,588 for the nine months ended September 30, 2024.

This 20% increase is primarily due to the increase in revenue from the acquisition of Irwin, which includes $392 from the amortization of the inventory step-up.

Cost of goods sold for the three months ended March 31, 2026 increased to $15,808 as compared to $9,062 for the three months ended March 31, 2025.

This 74% increase is primarily due to the increase in revenue from the acquisition of Irwin.

Gross Profit.

Gross profit for the nine months ended September 30, 2025 increased to $22,514 as compared to $21,868 for the nine months ended September 30, 2024.

The increase in gross profit is principally attributable to the acquisition of Irwin, partially offset by lower gross profit from Legacy FitLife and MusclePharm.

Gross profit for the three months ended March 31, 2026 increased to $9,517 as compared to $6,874 for the three months ended March 31, 2025.

This 38% increase in gross profit is principally attributable to the acquisition of Irwin, partially offset by lower gross profit from Legacy FitLife.

Gross Margin .

Gross margin for the nine months ended September 30, 2025 decreased to 40.5% from 44.2% for the comparable prior period.

The decrease in gross margin is primarily attributable to the acquisition of Irwin, which historically generated lower gross margin than FitLife.

Gross margin was also adversely affected by $392 of amortization of the inventory step-up, as well as continued MusclePharm promotional investment.

Excluding the amortization of the inventory step-up, gross margin for the nine months ended September 30, 2025 would have been 41.2%.

Gross margin for the three months ended March 31, 2026 decreased to 37.6% from 43.1% for the comparable prior period.

The decrease in gross margin is primarily attributable to the acquisition of Irwin, which has historically generated a lower gross margin than FitLife.

Advertising and Marketing.

Advertising and marketing expense for the nine months ended September 30, 2025 decreased to $3,601 as compared to $3,647 for the same period of the prior year.

The 1% decrease is primarily the result of ongoing efforts to rationalize the Company’s advertising spend on less effective advertising campaigns while increasing spend on more effective campaigns.

SG&A expense for the nine months ended September 30, 2025 increased to $9,102 as compared to $7,681 for the nine months ended September 30, 2024.

Advertising and marketing expense for the three months ended March 31, 2026 increased to $1,245 as compared to $1,053 for the same period of the prior year.

The 18% increase is primarily the result of advertising and marketing expense attributable to Irwin, partially offset by lower advertising and marketing expense attrinutable to Legacy FitLife.

SG&A expense for the three months ended March 31, 2026 increased 98% to $4,963 as compared to $2,512 for the three months ended March 31, 2025.

The 98% increase in SG&A is primarily due to the acquisition of Irwin.

Merger and Acquisition Related.

Merger and acquisition related expense increased to $1,848 during the nine months ended September 30, 2025 compared to $217 for the same period of 2024, driven primarily by transaction costs related to the Irwin acquisition during the first nine months of 2025.

We generated net income of $4,686 for the nine months ended September 30, 2025 as compared to net income of $6,914 for the nine months ended September 30, 2024.

Merger and acquisition related expense decreased by $332 during the quarter ended March 31, 2026 compared to $332 for the same period in 2025, driven by non-recurring transaction costs related to the Irwin acquisition during 2025.

We generated net income of $1,720 for the three months ended March 31, 2026 as compared to net income of $2,018 for the three months ended March 31, 2025.

The decrease in net income for the three months ended March 31, 2026 compared to the same period in 2025 was primarily attributable to an increase in SG&A due to the Irwin acquisition as well as lower gross profit attributable to Legacy FitLife.

Supplemental Discussion of Performance of Acquired Brands

4 unchanged sentences

Management intends to provide this level of disclosure for approximately two years following a transaction, after which the performance of acquired brands will be reported as part of Legacy FitLife results.

Other than for MusclePharm, the numbers in the contribution tables presented below represent the performance of a collection of brands.

Beginning this quarter, MRC is reported as part of Legacy FitLife results.

Legacy FitLife consists of twelve brands.

Other than for Irwin Products, the numbers in the contribution tables presented below represent the performance of a collection of brands.

Legacy FitLife consists of thirteen brands.

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

5 unchanged sentences

Contribution as a % of revenue

For the third quarter of 2025, Legacy FitLife revenue decreased 5% compared to the same period last year, driven by an 8% decrease in online revenue, partially offset by a 4% increase in wholesale revenue.

As previously disclosed, during the fourth quarter of 2024, a commercial dispute with GNC, the Company’s largest customer, resulted in the Company rejecting all purchase orders from GNC beginning on December 1, 2024.

However, any product that was ordered by GNC prior to December 1, 2024 continued to be shipped and was all received by GNC prior to the end of December 2024.

In early January 2025, the Company began selling and shipping product directly to its GNC franchisee customers.

On January 23, 2025, the Company and GNC settled their commercial dispute and the Company immediately began accepting purchase orders from GNC, with shipments to the GNC distribution centers beginning approximately two weeks later.

The Company continued shipping directly to GNC franchisees until the GNC distribution centers were restocked.

Subsequent to the distribution centers being restocked during February 2025, in the event GNC distribution centers do not have adequate inventory to fulfill franchisee orders of the Company’s products, the Company may make shipments directly to GNC franchisees in order to ensure continued availability of the Company’s products on store shelves.

For the third quarter of 2025, gross margin decreased to 45.0% from 45.3% during the same period last year.

The decrease in gross profit is primarily due to lower revenue from the MRC brands.

Contribution as a percentage of revenue decreased to 36.2% from 37.9% over the same time period.

The year-over-year decrease in contribution as a percentage of revenue is primarily due to strategically increased advertising spend for certain Legacy FitLife brands.

Revenue for the largest MRC brand, Dr.

Tobias, decreased 15% in the third quarter of 2025.

Excluding MRC, Legacy FitLife wholesale revenue increased 3% and online revenue increased 14% during the third quarter of 2025 as compared to the same quarter in 2024.

Wholesale revenue

Online revenue

Total revenue

Advertising and marketing

Contribution as a % of revenue

For the third quarter of 2025, MusclePharm revenue increased 55% compared to the same period in 2024, with wholesale revenue increasing 112% and online revenue decreasing 3%.

As previously disclosed, in an effort to drive revenue growth, the Company is making targeted investments in advertising and promotion, primarily in the wholesale channel.

Beginning in the fourth quarter of 2024, the Company offered additional promotional incentives to certain wholesale partners in an effort to drive incremental growth for the MusclePharm brand.

The decrease in wholesale revenue that occurred during the first quarter was primarily due to one of our wholesale customers that took advantage of the Company’s promotional investment during the fourth quarter of 2024 without increasing their sell-through of the product, which affected their reorder volumes during the first quarter of 2025.

The Company anticipates that the increased promotional efforts will continue for the foreseeable future.

As a result of these investments, gross margin and contribution margin as a percent of revenue may fluctuate materially from quarter to quarter.

For the first quarter of 2026, revenue for Legacy FitLife (which now includes MusclePharm as well as MRC) declined 22% compared to the same period last year due to declines in both online and wholesale revenue.

Online revenue decreased by 18% compared to the first quarter of last year, primarily driven by lower online sales from MRC.

Wholesale revenue decreased 28% compared to the first quarter of last year attributable to lower sales to certain retail partners, primarily GNC.

Gross margin for Legacy FitLife decreased to 41.2% during the first quarter of 2026, compared to 43.1% during the first quarter of last year.

Contribution as a percentage of revenue decreased to 34.1% compared to 36.5% during the first quarter of last year.

Irwin Naturals

4 unchanged sentences

Contribution as a % of revenue

Irwin’s performance for the third quarter of 2025 includes the results of operations for the period from August 9 through September 30.

During the quarter, Irwin generated 80% of its revenue from the wholesale channel and 20% from online sales.

Excluding the inventory step-up, Irwin’s gross margin and contribution as a percentage of revenue would have been 37.9% and 36.9%, respectively.

Online revenue during the quarter represents transactions through Irwin’s websites as well as through Amazon and other e-commerce platforms.

The Company began selling Irwin products on Amazon in mid-October of 2025, and sales have continued to increase since launch in October to an annual run rate of approximately $9.5 million of revenue by the end of the first quarter of 2026.

Total revenue for Irwin increased approximately 2% in the first quarter of 2026 compared to the fourth quarter of 2025.

Irwin generated gross margin of 34.0% and contribution as a percentage of revenue of 31.3% during the first quarter of 2026.

FitLife Consolidated

4 unchanged sentences

Contribution as a % of revenue

For the third quarter of 2025 for the Company overall, revenue increased 47%, gross profit increased 25%, and contribution increased 25% compared to the third quarter of 2024.

Gross margin decreased to 37.2% during the third quarter of 2025 compared to 43.8% during the third quarter of last year.

Contribution as a percentage of revenue decreased to 31.4% compared to 37.0% during the first quarter of last year.

Excluding the inventory step-up of $392, gross margin and contribution as a percentage of revenue would have been 38.9% and 33.1%, respectively.

For the first quarter of 2026 for the Company overall, revenue increased 59%, gross profit increased 38%, and contribution increased 42% compared to the first quarter of 2025.

Gross margin decreased to 37.6% during the first quarter of 2026 compared to 43.1% during the first quarter of last year, with the decline in gross margin primarily attributable to the acquisition of Irwin, which historically operated at a lower gross margin than Legacy FitLife.

Contribution as a percentage of revenue for the first quarter of 2026 decreased to 32.7% compared to 36.5% during the first quarter of last year.

Non-GAAP Measures

7 unchanged sentences

For the three months

ended September 30,

For the nine months

ended September 30,

Interest expense

Interest income

Foreign exchange gain

ended March 31,

Interest expense, net

Foreign exchange (gain) loss

Provision for income taxes

3 unchanged sentences

Merger and acquisition related

Amortization of inventory step-up

Writeoff of deferred financing costs

Restructuring costs

Adjusted EBITDA

Liquidity and Capital Resources

As of September 30, 2025, the Company had positive working capital of $4,375, compared to $6,832 at December 31, 2024.

Our principal sources of liquidity at September 30, 2025 consisted of $3,512 of cash and $9,640 of accounts receivable.

The decrease in working capital is principally attributable to higher current debt balances subsequent to the acquisition of Irwin, which occurred on August 8, 2025.

As of March 31, 2026, the Company had positive working capital of $10,828, compared to $11,459 at December 31, 2025.

Our principal sources of liquidity at March 31, 2026 consisted of $1,192 of cash and $7,778 of accounts receivable.

The decrease in working capital is principally attributable to lower accounts receivable balances as of March 31, 2026 as compared to December 31, 2025.

On September 24, 2019, the Company entered into a line of credit agreement with Mutual of Omaha Bank (the “ Lender ”), subsequently acquired by CIT Bank N.A., then acquired by First Citizens Bank & Trust Company, providing the Company with a $2.5 million revolving line of credit (the “ Line of Credit ”).

16 unchanged sentences

Pursuant to the Credit Agreement, the Irwin Term Loan accrues interest at a per annum rate equal to 2.50% to 3.00%, based on leverage, above the secured overnight financing rate published by the Federal Reserve Bank of New York for the applicable selected interest period of one, three or six months (“ Term SOFR Rate ”, the Term SOFR Rate together with the aforementioned margin, the “ Applicable Rate ”).

The Company shall make payments of accrued interest on the Irwin Term Loan at the end of each interest period and shall make payments on March 31, June 30, September 30 and December 31, of each calendar year, commencing on December 31, 2025, of principal on the Irwin Term Loan in amounts equal to 3.75% of the then-outstanding principal balance of the Irwin Term Loan for the first eight such payment dates and 5.00% thereafter, in each case plus accrued interest, with all remaining principal and accrued interest on the Irwin Term Loan being due and payable in full on August 8, 2030.

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 quarterly through September 30, 2025, and each quarterly payment thereafter will be $2,031, 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 Credit Line (“ Advances ”) 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 covenants 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 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.

As of September 30, 2025, the borrowings outstanding on the Irwin Term Loan and the Line of Credit were $40,625 and $6,000, respectively.

As of March 31, 2026, the borrowings outstanding on the Irwin Term Loan and the Credit Line were $37,578 and $4,200, respectively.

The Company has historically financed its operations primarily through cash flow from operations and equity and debt financings.

1 unchanged sentence

Cash Provided by Operating Activities.

Cash provided by operating activities for the nine months ended September 30, 2025 was $7,195 compared to cash provided by operating activities of $8,653 for the nine months ended September 30, 2024.

The decrease in cash provided by operating activities was primarily due to lower net income compared to the same period of 2024.

Cash provided by operating activities for the three months ended March 31, 2026 was $2,484 compared to cash provided by operating activities of $2,328 for the three months ended March 31, 2025.

The increase in cash provided by operating activities was primarily due to working capital fluctuations compared to the same period of 2025.

Cash Used in Investing Activities.

Cash used in investing activities for the nine months ended September 30, 2025 and 2024 was $42,537 and $10, respectively.

The increase in cash used in investing activities was primarily due to the acquisition of Irwin for $42,500.

Cash Provided by (Used in) Financing Activities.

Cash provided by financing activities for the nine months ended September 30, 2025 was $34,009 compared to cash used in financing activities of $5,875 during the nine months ended September 30, 2024.

The cash provided was primarily due to the borrowings under the Credit Agreement for the acquisition of Irwin on August 8, 2025.

Cash used in investing activities for the three months ended March 31, 2026 and 2025 was $0 and $24, respectively.

The decrease in cash used in investing activities was due to lower capital expenditures for the three months ended March 31, 2026.

Cash Used in Financing Activities.

Cash used in financing activities for the three months ended March 31, 2026 was $2,924 compared to $866 during the three months ended March 31, 2025.

The cash used in financing activities for the three months ended March 31, 2026 increased primarily due to higher repayment of debt.

Critical Accounting Policies and Estimates

17 unchanged sentences

If the fair value of a reporting unit is determined to be less than the carrying value of its net assets, goodwill is deemed impaired and an impairment loss is recognized to the extent that the carrying value of goodwill exceeds the difference between the fair value of the reporting unit and the fair value of its other assets and liabilities.

Management concluded that a triggering event did not occur during the nine months ended September 30, 2025.

Management concluded that a triggering event did not occur during the three months ended March 31, 2026.

We will continue to review for impairment indicators as necessary in future periods.

15 unchanged sentences

Online revenue during the quarter ended September 30, 2025 was approximately 44% of net revenue, compared to 56% for wholesale channels for the same period.

Online revenue during the quarter ended September 30, 2024 was 68% of net revenue compared to 32% for wholesale channels during the same period in 2024.

Online revenue during the nine months ended September 30, 2025 was approximately 56% of net revenue, compared to 44% for wholesale channels for the same period.

Online revenue during the nine months ended September 30, 2024 was approximately 66% of net revenue, compared to 34% for wholesale channels for the same periods.

Sales to customers in the U.S.

were approximately 95% during the three months ended September 30, 2025 and 2024, respectively, with the balance of sales for the same respective periods being to customers primarily in Canada.

Wholesale revenue during the quarter ended March 31, 2026 was approximately 56% of net revenue, compared to 44% for online channels for the same period.

Wholesale revenue during the quarter ended March 31, 2025 was approximately 33% of net revenue, compared to 67% for online channels during the same period in 2025.

Sales to customers in the U.S.

were approximately 96% during the nine months ended September 30, 2025 and 2024, respectively, with the balance of sales for the same respective periods being to customers primarily in Canada.

were approximately 95% and 96% during the three months ended March 31, 2026 and 2025, respectively, with the balance of sales for the same respective periods being to customers primarily in Canada.

Control of products we sell transfers to customers upon shipment from our facilities or delivery to our customers, and the Company’s performance obligations are satisfied at that time.

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-Q

Item 1. Financial Statements