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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): January 22, 2018
FITLIFE BRANDS, INC.
(Exact name of Registrant as specified in its Charter)
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Nevada
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000-52369
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20-3464383
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(State or other
jurisdiction
of
incorporation)
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(Commission File
No.)
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(IRS
Employer
Identification
No.)
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4509 S.
143rd
Street, Suite 1, Omaha, Nebraska 68137
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(Address of
principal executive offices)
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(402)
333-5260
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(Registrant’s
Telephone Number)
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Not Applicable
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(Former name or
address, if changed since last report)
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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 (see General Instruction A.2.
below):
☐
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))
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) ☐
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.
FitLife Brands, Inc. (the “Company”), through its wholly-owned subsidiaries,
NDS Nutrition Products, Inc. and iSatori, Inc. (together, the
“Subsidiaries”),
entered into a Merchant Agreement (the “Agreement”) with Compass Bank, d/b/a Commercial
Billing Service (“Compass”), a copy of which is attached to this
Current Report on Form 8-K as Exhibit 10.1. Under the terms of the
Agreement, subject to the satisfaction of certain conditions to
funding, the Subsidiaries agreed to sell to Compass, and Compass
agreed to purchase from the Subsidiaries, certain accounts owing
from customers of such Subsidiaries, including GNC Holdings, Inc.
All amounts due under the terms of the Agreement, totaling up to
$3.0 million, are guaranteed by the Company under the terms of a
Continuing Guarantee, a copy of which is attached to this Current
Report on Form 8-K as Exhibit 10.2.
On January 22, 2018, the Subsidiaries sold to Compass accounts
receivable under the Agreement aggregating approximately $2.0
million, the proceeds from which were used to pay U.S. Bank N.A.
(“USB”) all principal and accrued interest due
and owing USB under the terms of certain promissory notes issued to
USB (the “Notes”). As a result of such payment, together
with a payment of approximately $360,000 from existing cash
resouces, the Notes, together with all other instruments and
agreements executed by the Company and USB providing for the
extension of credit by USB to the Company and the Subsidiaries, or
otherwise, have terminated, and are of no further force and
effect.
The foregoing description of the Merchant Agreement and Continuing
Guarantee is qualified, in its entirety, by the full text of the
Merchant Agreement and Continuing Guarantee, copies of which are
attached to this Current Report on Form 8-K as Exhibit 10.1
and 10.2 and is incorporated by reference herein.
Item
5.03
Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Effective January 22, 2018, the Board of Directors of the Company
unanimously adopted amended and restated Bylaws of the Company (the
"Restated
Bylaws"), which Restated
Bylaws resulted in an amendment and restatement of the Company's
previous Bylaws in their entirety. A copy of the Restated Bylaws is
attached to this Current Report on Form 8-K as Exhibit
3.1.
See
Item 1.01 above.
Item
9.01
Financial
Statements and Exhibits.
See
Exhibit Index.
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.
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FITLIFE BRANDS, INC.
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Date: January
25, 2018
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By:
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/s/ Michael
Abrams
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Michael
Abrams
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Chief Financial
Officer
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Exhibit No.
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Description
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Amended
and Restated Bylaws of FitLife Brands, Inc.
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Merchant
Agreement by and between NDS Nutrition, Inc., iSatori, Inc., and
Compass Bank, d/b/a Commercial Billing Service.
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Continuing
Guarantee of FitLife Brands, Inc.
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