Fitlife Brands Inc SEC Filings

FitLife Brands reported quarterly revenue of $16.1 million (down 5% year-over-year) and six-month revenue of $32.1 million (down 4%). Net income was $1.75 million for Q2 and $3.77 million year-to-date, both below the prior-year periods as gross profit and margins declined. Cash and restricted cash totaled $1.585 million at June 30, 2025 and working capital was $9.2 million.

After the quarter the company closed a material acquisition of Irwin Naturals for approximately $42.5 million, funded largely by a new $40.625 million term loan and a new $10.0 million revolver; $29.75 million of the new term loan funded the acquisition and $10.875 million retired prior debt. The company implemented a 2-for-1 stock split and the Board authorized a $5.0 million share repurchase program.

FitLife Brands, Inc. reported the results of its 2025 Annual Meeting of Stockholders. All five nominated directors were elected by plurality, with vote tallies showing strong support: Dayton Judd 6,586,405 for / 4,528 withheld, Grant Dawson 6,516,060 for / 74,873 withheld, Matt Lingenbrink 6,523,190 for / 67,743 withheld, Seth Yakatan 6,425,713 for / 165,220 withheld, and Shannon Pappas 6,523,190 for / 67,743 withheld. Each will serve until the 2026 Annual Meeting.

Stockholders approved the non-binding advisory vote on executive compensation with 6,521,001 for / 64,922 against / 5,010 abstain. They selected a triennial frequency for future advisory votes on compensation (5,979,100 for 3 years), and ratified Weinberg & Company, P.A. as independent auditors for the 2025 fiscal year (8,161,128 for / 10 against / 6 abstain).

FitLife Brands completed a $42.5 million purchase of substantially all assets of Irwin Naturals and closed a financing package to fund the acquisition and retire prior debt. The company paid $37.5 million at closing after a $5.0 million deposit, funding the closing payment with $29.75 million of a five-year Term Loan and $6.0 million from a three-year $10.0 million revolving Credit Line, with the remainder from cash.

The Term Loan totals $40.625 million and carries a margin of 2.50%–3.00% above Term SOFR, amortizes through scheduled quarterly principal payments (3.75% of outstanding principal for the first eight payment dates, then 5.00%), and matures on August 8, 2030. The Credit Line matures August 8, 2028. The loan package includes customary defaults, subsidiary guarantees, and security interests in substantially all assets and imposes financial covenants including a Senior Funded Debt to EBITDA ratio step-down and a Fixed Charge Coverage Ratio of at least 1.25 tested quarterly.

FitLife Brands has filed a DEFA14A form, which consists of definitive additional proxy solicitation materials. This filing supplements previously filed proxy materials for upcoming shareholder actions.

Key filing details:

• Filing is made directly by the Registrant (FitLife Brands)
• No filing fee was required for this submission
• This is a supplemental proxy filing under Section 14(a) of the Securities Exchange Act of 1934

While this filing indicates ongoing proxy solicitation activity, the specific content of the additional materials is not provided in this filing notice. Shareholders should refer to the company's primary proxy statement for complete information about matters being voted on and consult these supplemental materials for additional context.

FitLife Brands has filed a DEFA14A form, which consists of definitive additional proxy solicitation materials. This filing supplements previously filed proxy materials for shareholder voting purposes.

Key filing details:

• Filing is made directly by the Registrant (FitLife Brands)
• No filing fee was required for this submission
• Filed as Definitive Additional Materials under Section 14(a) of the Securities Exchange Act of 1934

While this filing indicates ongoing proxy solicitation activity, the specific content of the additional materials is not provided in this filing notice. Shareholders should refer to the company's main proxy statement for complete voting matters and consult these supplemental materials for additional information regarding proxy proposals.