FitLife Brands Files 8-K on Security Holder Rights & Bylaws
Ticker: FTLF · Form: 8-K · Filed: Feb 5, 2025 · CIK: 1374328
Sentiment: neutral
Topics: corporate-governance, filing, legal
Related Tickers: FTLF
TL;DR
FitLife Brands (FTLF) filed an 8-K today covering changes to security holder rights and bylaws.
AI Summary
On February 5, 2025, FitLife Brands, Inc. filed an 8-K report detailing material modifications to security holder rights and amendments to its articles of incorporation. The filing also includes Regulation FD disclosures and financial statements/exhibits. The company, formerly known as Bond Laboratories, Inc., is incorporated in Nevada and headquartered in Omaha, Nebraska.
Why It Matters
This filing indicates potential changes affecting the rights of FitLife Brands' security holders and updates to the company's governing documents, which could impact investors and stakeholders.
Risk Assessment
Risk Level: low — The filing is a standard corporate disclosure and does not appear to contain immediate negative financial or operational news.
Key Players & Entities
- FitLife Brands, Inc. (company) — Registrant
- Bond Laboratories, Inc. (company) — Former Company Name
- February 5, 2025 (date) — Date of Report
- Nevada (jurisdiction) — State of Incorporation
- Omaha, Nebraska (location) — Principal Executive Offices
FAQ
What specific material modifications were made to the rights of security holders?
The filing indicates material modifications to the rights of security holders but does not specify the exact nature of these modifications within the provided text.
What are the key items reported in this 8-K filing?
The key items reported are Material Modifications to Rights of Security Holders, Amendments to Articles of Incorporation or Bylaws, Regulation FD Disclosure, and Financial Statements and Exhibits.
When was FitLife Brands, Inc. formerly known as Bond Laboratories, Inc.?
The date of the name change from Bond Laboratories, Inc. to FitLife Brands, Inc. was August 31, 2006.
Where are FitLife Brands, Inc.'s principal executive offices located?
The principal executive offices of FitLife Brands, Inc. are located at 5214 S. 136th Street, Omaha, Nebraska 68137.
What is the SEC file number for FitLife Brands, Inc.?
The Commission File Number for FitLife Brands, Inc. is 000-52369.
Filing Stats: 1,306 words · 5 min read · ~4 pages · Grade level 10.5 · Accepted 2025-02-05 17:11:28
Key Financial Figures
- $0.01 — h registered Common Stock , par value $0.01 per share FTLF Nasdaq Capital Market
Filing Documents
- ftlf20250205_8k.htm (8-K) — 34KB
- ex_775196.htm (EX-3.1) — 1KB
- ex_775197.htm (EX-99.1) — 5KB
- a01.jpg (GRAPHIC) — 194KB
- fitlogo.jpg (GRAPHIC) — 6KB
- 0001437749-25-002916.txt ( ) — 452KB
- ftlf-20250205.xsd (EX-101.SCH) — 3KB
- ftlf-20250205_def.xml (EX-101.DEF) — 12KB
- ftlf-20250205_lab.xml (EX-101.LAB) — 15KB
- ftlf-20250205_pre.xml (EX-101.PRE) — 12KB
- ftlf20250205_8k_htm.xml (XML) — 3KB
03 Material Modification to Rights of Security Holders
Item 3.03 Material Modification to Rights of Security Holders. On February 5, 2025, FitLife Brands, Inc. (the "Company") announced that the Board of Directors of 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 2-for-1 (the " Forward Split "). A Certificate of Change was filed with the Secretary of State of the State of Nevada with an effective date of February 6, 2025 (the " Effective Date "). The Common Stock will begin trading at the open of business on a split-adjusted basis on the Nasdaq Capital Market (" Nasdaq ") on February 7, 2025 (the " Trading Date "). Effects of the Forward Stock Split Symbol; CUSIP Number. In connection with the Forward Split, the CUSIP number for the Common Stock changed to 33817P405. The trading symbol for the Company, "FTLF", remains unchanged. Split Adjustment. On the Effective Date, the total number of shares of Common Stock held by each stockholder of the Company will be 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 two. 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 of the Company outstanding immediately prior to the Forward Split will be adjusted by multiplying the number of shares of Common Stoc
03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
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. --12-31
01. Regulation FD Disclosure
Item 7.01. Regulation FD Disclosure A copy of the Press Release announcing the Forward Split is attached hereto as Exhibit 99.1.
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits (d) Exhibits Index Exhibit No. Description 3.1 Certificate of Change for FitLife Brands, Inc., effective as of February 6, 2025 99.1 Press Release issued by FitLife Brands, Inc., dated February 5, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
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. Date: February 5, 2025 By: /s/ Dayton Judd Dayton Judd Chief Executive Officer