Modification of Security Holder Rights - Form 8-K

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): December 2, 2021

Commission File Number: 000-52369

FitLife Brands, Inc.

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

5214 S. 136th Street, Omaha, Nebraska68137

(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:

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 3.03 Material Modification to Rights of Security Holders.

The Board of Directors of FitLife Brands, Inc., a Nevada corporation (the "Company"), has approved a forward stock split of the Company's authorized, issued and outstanding shares of common stock, par value $0.01 per share (the "Common Stock"), at a ratio of 4-for-1 (the "Forward Split"). The Forward Split was effective as of December 2, 2021 (the "Effective Date"), and will begin trading on such basis on December 8, 2021 (the "Trading Date"), as announced by the Financial Industry Regulatory Authority ("FINRA") on December 7, 2021.

Effects of the Forward Stock Split

Effective Date; Symbol; CUSIP Number.

The Common Stock will begin trading on a split-adjusted basis at the open of business on the Trading Date. In connection with the Forward Split, the CUSIP number for the Common Stock changed to 33817P306. The trading symbol for the Company, "FTLF", remains unchanged; however, in accordance with FINRA's procedures for forward stock splits, the Company's Common Stock will trade on a post-split basis under the temporary symbol "FTLFD" for 20 trading days from the Trading Date to signify that the Forward Split has occurred, after which time the symbol will revert back to "FTLF".

Split Adjustment.

On the Effective Date, the total number of shares of Common Stock held by each stockholder of the Company was converted automatically into the number of shares of Common Stock equal to the number of issued and outstanding shares of Common Stock held by each such stockholder immediately prior to the Forward Split multiplied by four. The Company intends to treat stockholders holding shares of Common Stock in "street name" (that is, held through a bank, broker or other nominee) in the same manner as stockholders of record whose shares of Common Stock are registered in their names. Banks, brokers or other nominees will be instructed to effect the Forward Split for their beneficial holders holding shares of our Common Stock in "street name;" however, these banks, brokers or other nominees may apply their own specific procedures for processing the Forward Split.

Also on the Effective Date, all options, warrants and other convertible securities of the Company outstanding immediately prior to the Forward Split have been adjusted by multiplying the number of shares of Common Stock into which the options, warrants and other convertible securities are exercisable or convertible by four and dividing the exercise or conversion price thereof by four, all in accordance with the terms of the plans, agreements or arrangements governing such options, warrants and other convertible securities and subject to rounding to the nearest whole share.

Certificated and Non-Certificated Shares.

Stockholders who are holding their shares in electronic form at brokerage firms do not need to take any action, as the effect of the Forward Split will automatically be reflected in their brokerage accounts.

Stockholders holding paper certificates may (but are not required to) send the certificates to the Company's transfer agent and registrar, Colonial Stock Transfer ("Colonial") at the address set forth below. Colonial will issue a new stock certificate reflecting the Forward Split to each requesting stockholder. Colonial can be contacted at (801) 355-5740, or:

Colonial Stock Transfer

66 Exchange Place, Ste 100

Salt Lake City, UT 84111

Nevada State Filing.

The Company effected the Forward Split as a result of the filing of a Certificate of Change (the "Certificate") with the Secretary of State of the State of Nevada, effective as of the Effective Date, in accordance with Nevada Revised Statutes ("NRS") Section 78.209. Under Nevada law, no amendment to the Company's Articles of Incorporation was required in connection with the Forward Split. A copy of the Certificate is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

No Stockholder Approval Required.

Under Nevada law, because the Forward Split was approved by the Board of Directors of the Company in accordance with NRS Section 78.207, no stockholder approval is required. Pursuant to NRS Section 78.207, the Company may effect the Forward Split without stockholder approval if (i) both the number of authorized shares of the Common Stock and the number of issued and outstanding shares of the Common Stock are proportionally increased as a result of the Forward Split; (ii) the Forward Split does not adversely affect any other class of stock of the Company; and, (iii) the Company does not pay money or issue scrip to stockholders who would otherwise be entitled to receive a fractional share as a result of the Forward Split. As described herein, the Forward Split complies with such requirements.

Capitalization.

Prior to the Forward Split, the Company was authorized to issue 15.0 million shares of Common Stock. As a result of the Forward Split, the Company will be authorized to issue 60.0 million shares of Common Stock. As of December 7, 2021, there were 1,125,690 shares of Common Stock outstanding. As a result of the Forward Split, there will be 4,502,760 shares of Common Stock outstanding. The Forward Split will not have any effect on the stated par value of the Common Stock. The Forward Split does not affect the Company's authorized preferred stock. After the Forward Split, the Company's authorized preferred stock of 10,000,000 shares will remain unchanged.

Immediately after the Forward Split, each stockholder's percentage ownership interest in the Company and proportional voting power remains unchanged. The rights and privileges of the holders of shares of Common Stock will be unaffected by the Forward Split.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth in Item 3.03 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 5.03. A copy of the Certificate is filed as Exhibit 3.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

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.