[8-K] FitLife Brands, Inc. Reports Material Event

Rhea-AI Filing Summary

On 31 Jul 2025, FitLife Brands (FTLF) executed an Asset Purchase and Sale Agreement to buy substantially all assets of Irwin Naturals for $42.5 million, a transaction approved the same day by the U.S. Bankruptcy Court for the Central District of California. The package includes Irwin’s nutritional-supplement and wellness business, inventory, supplies and key contracts. Closing is expected on or about 8 Aug 2025.

The purchase will be financed with existing cash and new borrowings: a $40.625 million five-year term loan—also earmarked to retire roughly $10.875 million of current debt—and a revolving credit facility of up to $10 million. A $5 million deposit has already been applied toward the price; only minor post-closing adjustments are anticipated. The APA contains customary reps, warranties and covenants.

Related exhibits: 10.1 (full APA) and 99.1 (press release dated 5 Aug 2025) are furnished with this Form 8-K.

Positive

• Strategic expansion: Acquisition adds a well-known supplement brand and distribution network.
• Bankruptcy-court approval lowers legal risk and excludes most legacy liabilities.
• Debt refinancing: New term loan retires higher-cost existing debt, potentially improving interest profile.

Negative

• Leverage increase: Net debt will rise materially, heightening financial risk.
• Execution uncertainty: Integration of a distressed business may strain resources.
• Closing not yet completed: Transaction remains subject to customary conditions.

Insights

M&A Specialist

TL;DR: Distressed-asset purchase expands product line but increases leverage; execution key.

The $42.5 million acquisition gives FitLife immediate scale in the branded supplement aisle and access to Irwin’s distribution relationships at a court-approved price. Using a $40.6 million term loan to both fund the deal and refinance $10.9 million of existing debt appears efficient, locking in five-year funding and preserving liquidity via a fresh $10 million revolver. Because Irwin is in bankruptcy, the asset-only structure limits legacy liabilities and could be accretive once integration synergies are captured. Overall, I view the transaction as strategically positive and potentially earnings-enhancing if management integrates quickly and maintains margins.

Risk Analyst

TL;DR: Higher leverage and integration risk temper benefits; watch covenant headroom.

Post-closing, total debt will climb by roughly $29.8 million after netting the retired balance, materially raising leverage for a micro-cap issuer with limited public float. The APA’s customary conditions still leave the deal susceptible to closing delays, and bankruptcy-stemming operational disruptions at Irwin could pressure near-term cash flows. Lenders may impose restrictive covenants on the new term loan and revolver; any earnings slippage could tighten liquidity. Investors should monitor final financing terms, synergy realization and potential dilution if equity is later used for de-leveraging.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): July 31, 2025

Commission File Number: 000-52369

FitLife Brands, Inc.

(Exact name of registrant as specified in its charter.)

Nevada	20-3464383
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

5214 S. 136th Street, Omaha, Nebraska 68137

(Address of principal executive offices)

402-333-5260

(Registrant's Telephone number)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of exchange on which registered
N/A	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2)

Emerging growth company ☐ 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On July 31, 2025, the U.S. Bankruptcy Court for the Central District of California (“Bankruptcy Court”) approved the purchase by FitLife Brands, Inc. or its designee or affiliate (the “Company”) of substantially all of the assets of Irwin Naturals, a Nevada corporation (“Irwin”), and its related affiliates, pursuant to an Asset Purchase and Sale Agreement by and between the Company and Irwin (the “APA”) (the “Asset Acquisition”).   The APA became effective on July 31, 2025, the date of the Bankruptcy Court’s order approving the sale. Although no assurances can be given, the Company believes the closing of the sale will occur on or around August 8, 2025 (the “Closing”).  

The final purchase price for the acquired assets is $42.5 million (the “Purchase Price”), subject to minor customary post-closing adjustments, $5.0 million of which was previously deposited and shall be applied toward the Purchase Price at Closing.  The Purchase Price is expected to be funded from available cash and from the proceeds of (i) a new five-year term loan in the amount of $40.625 million, the proceeds of which are partially intended to pay off, retire and replace all existing debt of the Company, amounting to approximately $10.875 million as of the date of this Current Report on Form 8-K, and (ii) up to $10.0 million in a revolving credit facility.

The assets to be purchased by the Company consist primarily of Irwin’s nutritional supplement and wellness business, together with all inventory and supplies, and certain executory contracts necessary to the operation and conduct of the business, each as defined in the APA. The APA is subject to typical representations and warranties, covenants, and conditions.

The foregoing description of the APA is qualified in its entirety by reference to the APA, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. 

Item 7.01.  Regulation FD Disclosure.  

On August 5, 2025, the Company issued a press release announcing the Bankruptcy Court's approval of the acquisition of substantially all of the assets of Irwin by the Company.  The press release is furnished herewith as Exhibit 99.1.

The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended and will not be incorporated by reference into any filing under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by referenced.

Item 9.01 Financial Statements and Exhibits.

A copy of the APA and the press release announcing the transaction are attached to this Current Report on Form 8-K as Exhibits 10.1 and 99.1 respectively.

Exhibit Number		Description
10.1		Asset Purchase and Sale Agreement
99.1		Press Release dated August 5, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	FitLife Brands, Inc.
August 5, 2025	By:	/s/ Dayton Judd
		Dayton Judd
		Chief Executive Officer

FAQ

What is FitLife Brands (FTLF) acquiring from Irwin Naturals?

FTLF will purchase substantially all of Irwin’s nutritional-supplement and wellness assets, including inventory, supplies and related contracts.

How much is FTLF paying for the Irwin assets?

The final purchase price is $42.5 million, with a $5 million deposit already applied.

How will FTLF finance the $42.5 million acquisition?

Funding will come from cash on hand, a $40.625 million five-year term loan and a revolver of up to $10 million.

When is the acquisition expected to close?

Management targets closing on or about 8 August 2025, pending customary conditions.

What happens to FTLF’s existing $10.875 million debt?

Proceeds from the new term loan will pay off, retire and replace that balance.

Where can investors find the full Asset Purchase Agreement?

The APA is filed as Exhibit 10.1 to this Form 8-K.