Untitled Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of
1934
(Amendment No. 2)*
(Name of
Issuer)
|
Common Stock, Par Value $0.01 Per
Share
|
(Title of Class of
Securities)
(CUSIP
Number)
|
Dayton
Judd
c/o Fitlife Brands, Inc.
5214 S. 136th Street
Omaha, Nebraska 68137
402-333-5260
|
(Name, Address and
Telephone Number of Person Authorized to Receive Notices and
Communications)
|
November 2,
2018
(Date of Event which
Requires Filing of this Statement)
|
If the filing person has previously
filed a statement on Schedule 13G to report the acquisition that is
the subject of this Schedule 13D, and is filing this schedule
because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box. [ x ]
Note: Schedules filed in paper format
shall include a signed original and five copies of the schedule,
including all exhibits. See §240.13d-7 for other parties to
whom copies are to be sent.
* The remainder of this
cover page shall be filled out for a reporting person's initial
filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover
page.
The information required on the remainder of this
cover page shall not be deemed to be "filed" for the purpose of
Section 18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see
the Notes).
|
CUSIP No. 33817P108
|
|
(1)
|
|
Names of Reporting
Persons/ I.R.S. Identification Nos. of Above Persons (Entities
Only)
Dayton Judd
|
|
(2)
|
|
Check the
Appropriate Box if a Member of a Group (See
Instructions)
(a)
(b)
|
|
(3)
|
|
SEC Use
Only
|
|
(4)
|
|
Source of Funds
(See Instructions)
OO
|
|
(5)
|
|
Check if Disclosure
of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[ ]
|
|
(6)
|
|
Citizenship or
Place of Organization
Delaware
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
(7)
|
|
Sole Voting
Power
945,715 (1)
|
|
|
(8)
|
|
Shared Voting
Power
2,702,635 (2)
|
|
|
(9)
|
|
Sole Dispositive
Power
945,715 (1)
|
|
|
(10)
|
|
Shared Dispositive
Power
2,702,635 (2)
|
|
(11)
|
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
3,648,350
|
|
(12)
|
|
Check if the
Aggregate Amount in Row (9) Excludes Certain Shares
[ ]
|
|
(13)
|
|
Percent of Class
Represented by Amount in Row (9)
28.5%
|
|
(14)
|
|
Type of Reporting
Person (See Instructions)
IN
|
(1) Includes (i) 710,715 shares of Common Stock, and (ii)
235,000 shares of Common Stock issuable upon the exercise of
certain stock options held by Mr. Judd individually.
(2) Includes (i) 44,400 shares of Common Stock Held
indirectly by Mr. Judd through his SEP IRA; (ii) 1,174,540 shares
of Common Stock held by Sudbury Holdings, LLC; (iii) 1,141,304
shares of Common Stock issuable upon the conversion of 525 shares
of the Company’s Series A Convertible Preferred Stock held by
Sudbury Holdings, LLC; and (iv) 342,391 shares of Common Stock
issuable upon the exercise of certain warrants held by Sudbury
Holdings, LLC.
|
CUSIP No. 33817P108
|
|
(1)
|
|
Names of Reporting
Persons/ I.R.S. Identification Nos. of Above Persons (Entities
Only)
Sudbury Capital Fund LP
38-3873725
|
|
(2)
|
|
Check the
Appropriate Box if a Member of a Group (See
Instructions)
(a)
(b)
|
|
(3)
|
|
SEC Use
Only
|
|
(4)
|
|
Source of Funds
(See Instructions)
WC
|
|
(5)
|
|
Check if Disclosure
of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[ ]
|
|
(6)
|
|
Citizenship or
Place of Organization
Delaware
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
(7)
|
|
Sole Voting
Power
0
|
|
|
(8)
|
|
Shared Voting
Power
2,658,235 (1)
|
|
|
(9)
|
|
Sole Dispositive
Power
0
|
|
|
(10)
|
|
Shared Dispositive
Power
2,658,235 (1)
|
|
(11)
|
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
21.2%
|
|
(12)
|
|
Check if the
Aggregate Amount in Row (9) Excludes Certain Shares
[ ]
|
|
(13)
|
|
Percent of Class
Represented by Amount in Row (9)
21.2%
|
|
(14)
|
|
Type of Reporting
Person (See Instructions)
PN
|
(1) Includes
(i) 1,174,540 shares of Common Stock held by Sudbury Holdings, LLC;
(ii) 1,141,304 shares of Common Stock issuable upon the conversion
of 525 shares of the Company’s Series A Convertible Preferred
Stock held by Sudbury Holdings, LLC; and (iii) 342,391 shares of
Common Stock issuable upon the exercise of certain warrants held by
Sudbury Holdings, LLC.
|
CUSIP No. 33817P108
|
|
(1)
|
|
Names of Reporting
Persons/ I.R.S. Identification Nos. of Above Persons (Entities
Only)
Sudbury Holdings, LLC
|
|
(2)
|
|
Check the
Appropriate Box if a Member of a Group (See
Instructions)
(a)
(b)
|
|
(3)
|
|
SEC Use
Only
|
|
(4)
|
|
Source of Funds
(See Instructions)
AF
|
|
(5)
|
|
Check if Disclosure
of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[ ]
|
|
(6)
|
|
Citizenship or
Place of Organization
Delaware
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
(7)
|
|
Sole Voting
Power
0
|
|
|
(8)
|
|
Shared Voting
Power
2,658,235 (1)
|
|
|
(9)
|
|
Sole Dispositive
Power
0
|
|
|
(10)
|
|
Shared Dispositive
Power
2,658,235 (1)
|
|
(11)
|
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
21.2%
|
|
(12)
|
|
Check if the
Aggregate Amount in Row (9) Excludes Certain Shares
[ ]
|
|
(13)
|
|
Percent of Class
Represented by Amount in Row (9)
21.2%
|
|
(14)
|
|
Type of Reporting
Person (See Instructions)
HC
|
(1) Includes
(i) 1,174,540 shares of Common Stock held by Sudbury Holdings, LLC;
(ii) 1,141,304 shares of Common Stock issuable upon the conversion
of 525 shares of the Company’s Series A Convertible Preferred
Stock held by Sudbury Holdings, LLC; and (iii) 342,391 shares of
Common Stock issuable upon the exercise of certain warrants held by
Sudbury Holdings, LLC.
|
CUSIP No. 33817P108
|
|
(1)
|
|
Names of Reporting
Persons/ I.R.S. Identification Nos. of Above Persons (Entities
Only)
Sudbury Capital GP, LP
|
|
(2)
|
|
Check the
Appropriate Box if a Member of a Group (See
Instructions)
(a)
(b)
|
|
(3)
|
|
SEC Use
Only
|
|
(4)
|
|
Source of Funds
(See Instructions)
AF
|
|
(5)
|
|
Check if Disclosure
of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[ ]
|
|
(6)
|
|
Citizenship or
Place of Organization
Delaware
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
(7)
|
|
Sole Voting
Power
0
|
|
|
(8)
|
|
Shared Voting
Power
2,658,235 (1)
|
|
|
(9)
|
|
Sole Dispositive
Power
0
|
|
|
(10)
|
|
Shared Dispositive
Power
2,658,235 (1)
|
|
(11)
|
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
21.2%
|
|
(12)
|
|
Check if the
Aggregate Amount in Row (9) Excludes Certain Shares
[ ]
|
|
(13)
|
|
Percent of Class
Represented by Amount in Row (9)
21.2%
|
|
(14)
|
|
Type of Reporting
Person (See Instructions)
PN
|
(1) Includes
(i) 1,174,540 shares of Common Stock held by Sudbury Holdings, LLC;
(ii) 1,141,304 shares of Common Stock issuable upon the conversion
of 525 shares of the Company’s Series A Convertible Preferred
Stock held by Sudbury Holdings, LLC; and (iii) 342,391 shares of
Common Stock issuable upon the exercise of certain warrants held by
Sudbury Holdings, LLC.
|
CUSIP No. 33817P108
|
|
(1)
|
|
Names of Reporting
Persons/ I.R.S. Identification Nos. of Above Persons (Entities
Only)
Sudbury Capital Management, LLC
|
|
(2)
|
|
Check the
Appropriate Box if a Member of a Group (See
Instructions)
(a)
(b)
|
|
(3)
|
|
SEC Use
Only
|
|
(4)
|
|
Source of Funds
(See Instructions)
AF
|
|
(5)
|
|
Check if Disclosure
of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[ ]
|
|
(6)
|
|
Citizenship or
Place of Organization
Delaware
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
(7)
|
|
Sole Voting
Power
0
|
|
|
(8)
|
|
Shared Voting
Power
2,658,235 (1)
|
|
|
(9)
|
|
Sole Dispositive
Power
0
|
|
|
(10)
|
|
Shared Dispositive
Power
2,658,235 (1)
|
|
(11)
|
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
21.2%
|
|
(12)
|
|
Check if the
Aggregate Amount in Row (9) Excludes Certain Shares
[ ]
|
|
(13)
|
|
Percent of Class
Represented by Amount in Row (9)
21.2%
|
|
(14)
|
|
Type of Reporting
Person (See Instructions)
IA
|
(1) Includes
(i) 1,174,540 shares of Common Stock held by Sudbury Holdings, LLC;
(ii) 1,141,304 shares of Common Stock issuable upon the conversion
of 525 shares of the Company’s Series A Convertible Preferred
Stock held by Sudbury Holdings, LLC; and (iii) 342,391 shares of
Common Stock issuable upon the exercise of certain warrants held by
Sudbury Holdings, LLC.
Item
1. Security and Issuer
This Statement relates
to the Common Stock, par value $0.01 per share (the "Common
Stock"), of FitLife Brands Inc. (the "Company"). The aggregate
number of shares of Common Stock held by the Reporting Persons, as
set forth herein, includes 1,141,304 shares of Common Stock
issuable upon the conversion of 525 shares of the the Company's
Series A Convertible Preferred Stock, as well as 342,391 shares of
Common Stock issuable upon exercise of certain warrants held by the
Reporting Persons. The Company reports that its principal executive
offices are located at 5214 S. 136th Street, Omaha, NE
68137.
Item 2. Identity and
Background
(a)
This Statement is
filed by Dayton Judd; Sudbury Capital Fund, LP, a Delaware limited
partnership and pooled investment vehicle; Sudbury Holdings, LLC, a
Delaware limited liability company; Sudbury Capital Management,
LLC, a Delaware limited liability company and the Investment
Adviser; and Sudbury Capital GP, LP, a Delaware limited partnership
and the General Partner of the pooled investment vehicle.
Mr. Judd is the Managing Member of the Investment Advisor and
Partner and Manager of the General Partner.
Each of the Fund, the General Partner, the Investment Advisor and
Mr. Judd is referred to herein as a "Reporting Person" and
collectively as the "Reporting Persons." The Reporting Persons are
filing this Statement jointly. Neither the fact of this filing nor
anything contained herein shall be deemed to be an admission by any
of the Reporting Persons that they constitute a
"group."
(b)
The business address
of each of the Reporting Persons is 5214 S. 136th Street, Omaha,
Nebraska 68137.
(c)
The principal
business of the Fund is serving as a private investment fund. The
principal business of the General Partner is to provide investment
advisory and management services to private investment funds,
including the Fund. The General Partner has delegated the
management of the Fund's investment program to the Investment
Advisor. The principal business of the Investment Advisor is to
provide investment advisory services, including to the Fund. The
principal occupation of Mr. Judd is serving as investment manager
and advisor to the Fund.
(d)
None of the Reporting
Persons or any of their partners, managers, officers or other
controlling persons has, during the last five years, been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e)
None of the Reporting
Persons or any of their partners, managers, officers or other
controlling persons has, during the last five years, been a party
to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with
respect to such laws.
(f)
Mr. Judd is a U.S.
citizen.
Item
3. Source and Amount of Funds or Other Consideration
Other than for
those shares of Common Stock and shares of Common Stock issuable
upon the exercise of certain stock options held directly by Mr.
Judd and those shares held indirectly by Mr. Judd through his SEP
IRA, the source of funds used in purchasing the Company's
securities was working capital of the Fund. The total cost for
purchasing the securities held by the Reporting Persons, including
the shares of Series A Preferred and Warrants, as set forth below,
less broker fees
and those costs incurred by Mr. Judd in connection with the
acquisition of those securities held individually by
him, reported in this Statement was approximately
$2,208,414 in the aggregate. Mr. Judd paid an additional
$16,338 for those shares of Common Stock he holds
individually.
On November 13,
2018, Mr. Judd, as representative of the Fund, entered into a
subscription agreement with the Company, pursuant to which the Fund
purchased 525 units ("Units") of Company securities for $1,000 per
Unit, with each Unit consisting of one share of the Company's
Series A Convertible Preferred Stock, par value $0.01 per share,
and a five-year warrant to purchase that number of shares of the
Company's Common Stock equal to 30% of the shares of the Issuer's
common stock issuable upon conversion of the Series A Convertible
Preferred purchased by the Reporting Person, resulting in the
issuance by the Company to the Fund of warrants to purchase an
aggregate of 342,391 shares of Common Stock (the "Warrants"). The
Warrants were exercisable upon issuance at a price of $0.46 per
share. The shares of Series A Convertible Preferred are convertible
into shares of Company Common Stock at any time, at the election of
the Reporting Persons, at a conversion rate equal to the quotient
of (i) the liquidation preference ($1,000 per share) divided by
(ii) the conversion price ($0.46 per share), subject to customary
adjustments.
Item
4. Purpose of Transaction
The Reporting
Persons acquired the securities reported in this Statement for
investment purposes. The Reporting Persons may in the future
acquire additional shares of Common Stock or other Company
securities, or dispose of some or all of the shares of Common Stock
or other securities held by the Reporting Persons in open-market
transactions or privately negotiated transactions, on such terms
and at such times as the Reporting Persons may deem advisable;
subject to the provisions of the Company's Insider Trading and
Unauthorized Disclosure Policy and applicable securities law and
regulations.
In addition to acquiring the securities for investment purposes,
Mr. Judd is a member of the Company's executive management team and
Board of Directors, and currently serves as the Company's Chief
Executive Officer and Chairman. That said, none of the Reporting
Persons have any other present plan or proposal that would result
in any of the actions described in paragraphs (a) through (c) and
(e) through (j) of Item 4 of Schedule 13D. The Reporting Persons
reserve the right in the future to formulate any such plans or
proposals, and to take any actions with respect to their
investments in the Company, including any or all of the actions
described in paragraphs (a) through (j) of Item 4 of Schedule
13D.
Item 5. Interest in Securities of the
Issuer.
(a)
Other than Mr. Judd, who beneficially owns an
aggregate of 3,648,350 shares of Common Stock, representing
approximately 28.5% of the Company's shares of Common Stock, each
of the Reporting Persons beneficially own 2,658,235 shares of
Common Stock, which includes 1,141,304 shares of Common Stock
issuable upon the conversion of 525 shares of the Company's Series
A Convertible Preferred Stock and 342,391 shares of Common Stock
issuable upon the exercise of Warrants held by the Reporting
Persons, and which represents approximately 21.2% percent of the
Company's outstanding shares of Common Stock. The Fund directly
holds the number and percentage of shares disclosed as beneficially
owned by it in the applicable table set forth on the cover page to
this Statement. Other than the Fund and Mr. Judd, as
disclosed in the applicable tables set forth on the cover page of
this Statement, none of the other
Reporting Persons directly hold any of the shares disclosed in this
Statement.
Each percentage ownership of shares set forth in this Statement is
based on the 11,084,545 shares of Common Stock reported by the
Company as outstanding on November 14, 2018 in its Quarterly Report
on Form 10-Q filed with the Securities and Exchange Commission with
respect to its quarter ended September 30, 2018. As applicable, the
Reporting Persons have included the shares of Common Stock issuable
upon conversion of the shares of Series A Convertible Preferred
Stock and upon exercise of the Warrants and certain stock options,
as required by Section 13d-3 of the Securities Exchange Act of
1934, as amended.
The General Partner, as general partner to the Fund, and the
Investment Advisor, as the investment manager to the Fund, may be
deemed to be beneficial owners of the shares of Common Stock
disclosed as directly owned by the Fund in this Statement. As
principal of the General Partner and the Investment Advisor, Mr.
Judd may be deemed to be a beneficial owner of the shares of Common
Stock disclosed as directly owned by the Fund in this Statement.
Each of the General Partner, the Investment Advisor and Mr. Judd
expressly disclaims beneficial ownership of the Fund's shares of
Common Stock.
(b)
The Fund beneficially
owns, and has the shared power to direct the voting and disposition
of, the shares of Common Stock disclosed as beneficially owned by
the Fund in the applicable table set forth on the cover page to
this Statement. The General Partner, as the general partner of the
Fund, has the shared power to direct the voting and disposition of
the shares of Common Stock held by the Fund. The Investment
Advisor, as the investment manager of the Fund, has the shared
power to direct the voting and disposition of the shares of Common
Stock held by the Fund. Mr. Judd, as principal of the General
Partner and the Investment Advisor, may also be deemed to have the
shared power to direct the voting and disposition of the shares of
Common Stock held by the Fund.
(c)
The transactions
effected by each of the Reporting Persons since the most recent
filing of the Reporting Persons' Schedule 13D/A are set forth in
Schedule A to this Statement.
Item
6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
The information set
forth in Items 2, 3 and 4 hereof is hereby incorporated herein by
reference. Other than as described in Items 2, 3, and 4 hereof,
there are no other contracts, arrangements, understanding or
relationships (legal or otherwise) with respect to any securities
of the issuer.
Item
7. Material to Be Filed as Exhibits
|
|
|
|
|
Certificate of Designations, Preferences and Rights of the Series A
Convertible Preferred Stock, dated November 13, 2018 (incorporated
by reference to Exhibit 3.2 of the Company’s Quarterly Report
on Form 10-Q, dated November 14, 2018).
|
|
|
Form of Warrant, dated November 13, 2018 (incorporated by reference
to Exhibit 4.1 of the Company’s Quarterly Report on Form
10-Q, dated November 14, 2018).
|
|
|
Form of Subscription Agreement, dated November 13, 2018
(incorporated by reference to Exhibit 10.1 of the Company’s
Quarterly Report on Form 10-Q, dated November 14,
2018)
|
|
Date: December 7, 2018
|
By:
|
/s/
Dayton Judd
|
|
Date: December 7, 2018
|
Sudbury
Capital Fund, LP
|
|
|
By:
|
/s/
Dayton Judd
|
|
|
|
|
|
Name: Dayton Judd
|
|
|
Title: Member of the General Partner of the General Partner of
Sudbury Capital Fund, LP
|
|
Date: December 7,
2018
|
Sudbury
Holdings, LLC
|
|
|
By:
|
/s/
Dayton Judd
|
|
|
|
|
|
Name: Dayton Judd
|
|
|
|
|
Date: December 7,
2018
|
Sudbury
Capital GP, LP
|
|
|
By:
|
/s/
Dayton Judd
|
|
|
|
|
|
Name: Dayton Judd
|
|
|
Title: Member of the General Partner of Sudbury Capital GP,
LP
|
|
Date: December 7,
2018
|
Sudbury
Capital Management, LLC
|
|
|
By:
|
/s/
Dayton Judd
|
|
|
|
|
|
Name: Dayton Judd
|
|
|
|
Schedule
A
Transactions by
Sudbury Holdings, LLC in the
Common Stock of the Company during the past 60
days:
|
Transaction
Date
|
Number
of
Shares Purchased
|
|
|
|
|
|
|
|
|
October
2, 2018
|
4,577
|
0.40
|
Dayton
Judd
|
|
October
4, 2018
|
7,800
|
0.40
|
Dayton
Judd
|
|
October
8, 2018
|
5,000
|
0.415
|
Dayton
Judd
|
|
October
9, 2018
|
12,168
|
0.42
|
Dayton
Judd
|
|
October
11, 2018
|
2,500
|
0.425
|
Dayton
Judd
|
|
October
17, 2018
|
31,600
|
0.50
|
Dayton
Judd
|
|
October
19, 2018
|
2,000
|
0.46
|
Dayton
Judd
|
|
October
22, 2018
|
5,595
|
0.465
|
Dayton
Judd
|
|
October
23, 2018
|
17,500
|
0.48
|
Dayton
Judd
|
|
October
24, 2018
|
22,800
|
0.4789
|
Dayton
Judd
|
|
October
29, 2018
|
2,500
|
0.50
|
Dayton
Judd
|
|
October
30, 2018
|
3,000
|
0.50
|
Dayton
Judd
|
|
November
2, 2018
|
5,000
|
0.50
|
Dayton
Judd
|
|
November
12, 2018
|
9,500
|
0.455
|
Dayton
Judd
|
|
November
15, 2018
|
45,939
|
0.4737
|
Dayton
Judd
|
Transactions by
Sudbury Holdings, LLC in
Units of the Company during the past 60
days, with each Unit
consisting of one share of the Company's Series A Convertible
Preferred Stock, par value $0.01 per share, and a five-year warrant
to purchase that number of shares of the Company's Common Stock
equal to 30% of the shares of the Issuer's common stock issuable
upon conversion of the Series A Convertible Preferred purchased by
the Reporting Person:
|
Transaction
Date
|
Number
of
Shares Purchased
|
|
|
|
|
|
|
|
|
November
13, 2018
|
525
|
1,000
|
Dayton
Judd
|