FitLife Brands Enters Material Agreement, Completes Acquisition
Ticker: FTLF · Form: 8-K · Filed: Aug 11, 2025 · CIK: 1374328
Sentiment: neutral
Topics: material-agreement, acquisition, disposition, financial-obligation
TL;DR
FitLife Brands just signed a big deal and closed an acquisition/sale. Big moves happening.
AI Summary
On August 8, 2025, FitLife Brands, Inc. entered into a material definitive agreement related to the completion of an acquisition or disposition of assets. The company also became obligated under a financial arrangement. The filing details these events and includes financial statements and exhibits.
Why It Matters
This 8-K filing indicates significant corporate activity for FitLife Brands, Inc., including a new material agreement and the completion of an acquisition or disposition, which could impact its financial structure and operations.
Risk Assessment
Risk Level: medium — The filing indicates a material definitive agreement and completion of an acquisition/disposition, which are significant events that could carry inherent risks and uncertainties.
Key Players & Entities
- FitLife Brands, Inc. (company) — Registrant
- August 8, 2025 (date) — Date of earliest event reported
- Nevada (jurisdiction) — State of incorporation
- 5214 S. 136th Street, Omaha, Nebraska 68137 (address) — Principal executive offices
FAQ
What type of material definitive agreement did FitLife Brands, Inc. enter into?
The filing indicates the entry into a material definitive agreement, but the specific details of the agreement are not provided in the provided text.
What was the nature of the acquisition or disposition of assets?
The filing states the completion of an acquisition or disposition of assets, but the specifics of the transaction are not detailed in the provided text.
What is the date of the earliest event reported in this 8-K filing?
The earliest event reported is dated August 8, 2025.
In which state was FitLife Brands, Inc. incorporated?
FitLife Brands, Inc. was incorporated in Nevada.
What is the address of FitLife Brands, Inc.'s principal executive offices?
The principal executive offices are located at 5214 S. 136th Street, Omaha, Nebraska 68137.
Filing Stats: 2,023 words · 8 min read · ~7 pages · Grade level 12.8 · Accepted 2025-08-11 07:30:30
Key Financial Figures
- $0.01 — h registered Common Stock , par value $0.01 per share FTLF Nasdaq Capital Market
- $40.625 million — a five-year term loan in the amount of $40.625 million (" Term Loan ") and a three-year revolv
- $10.0 million — -year revolving line of credit of up to $10.0 million (the " Credit Line ", and collectively
- $29,750,000 — an, the " Loan "). The Company used (i) $29,750,000 from the Term Loan to complete the purc
- $10,875,000 — disclosed in Item 2.01 below; and (ii) $10,875,000 to pay off, retire and replace all exis
- $42.5 million — iliates' assets for a purchase price of $42.5 million (the " Purchase Price "). The APA becam
- $37.5 million — On the Closing Date, the Company paid $37.5 million in cash (the " Closing Date Payment "),
- $5.0 million — he Company's previously paid deposit of $5.0 million. The Company funded $29.75 million of t
- $29.75 million — sit of $5.0 million. The Company funded $29.75 million of the Closing Date Payment with the pr
- $6.0 million — ent with the proceeds of the Term Loan, $6.0 million of the Closing Date Payment with procee
Filing Documents
- ftlf20250808_8k.htm (8-K) — 37KB
- ex_850441.htm (EX-10.1) — 873KB
- ex_850619.htm (EX-99.1) — 8KB
- fl.jpg (GRAPHIC) — 7KB
- 0001437749-25-025813.txt ( ) — 1244KB
- ftlf-20250808.xsd (EX-101.SCH) — 3KB
- ftlf-20250808_def.xml (EX-101.DEF) — 11KB
- ftlf-20250808_lab.xml (EX-101.LAB) — 15KB
- ftlf-20250808_pre.xml (EX-101.PRE) — 11KB
- ftlf20250808_8k_htm.xml (XML) — 3KB
01. Entry Into Material Definitive Agreement
Item 1.01. Entry Into Material Definitive Agreement. Entry into Credit Agreement On August 8, 2025 (the " Closing Date "), FitLife Brands, Inc. (the " Company ") entered into a Loan, Security and Guarantee Agreement (the " Credit Agreement ") with First-Citizens Bank & Trust Company (the " Bank "). Pursuant to the Credit Agreement, the Bank provided the Company with a five-year term loan in the amount of $40.625 million (" Term Loan ") and a three-year revolving line of credit of up to $10.0 million (the " Credit Line ", and collectively with the Term Loan, the " Loan "). The Company used (i) $29,750,000 from the Term Loan to complete the purchase 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 "), as disclosed in Item 2.01 below; and (ii) $10,875,000 to pay off, retire and replace all existing debt of the Company as of the Closing Date. Pursuant to the Credit Agreement: (A) (i) the Term Loan accrues interest at a per annum rate equal to 2.50% to 3.00%, based on leverage, above a forward-looking term rate, based on the secured overnight financing rate published by the Federal Reserve Bank of New York for the applicable selected interest period of one, three or six months (" Term SOFR Rate "; the Term SOFR Rate together with the aforementioned margin, the " Applicable Rate "), as in effect two banking days, subject to certain limitations, prior to (a) the Closing Date, in the case of the initial Term SOFR Rate, and, (b) thereafter, the applicable first day of each subsequent interest period, adjusted for any reserve requirement and any subsequent costs arising from a change in government regulation; and (ii) the Company shall make payments of accrued interest on the Term Loan at the end of each interest period and shall make payments on March 31, June 30, September 30 and
01. Completion of Acquisition or Disposition of Assets
Item 2.01. Completion of Acquisition or Disposition of Assets. On June 10, 2025, the Company entered into the APA by and between the Company and Irwin pursuant to which IN, a wholly owned subsidiary of the Company, agreed to acquire substantially all of Irwin and its related affiliates' assets for a purchase price of $42.5 million (the " Purchase Price "). The APA became effective on July 31, 2025, the date the U.S. Bankruptcy Court for the Central District of California (" Bankruptcy Court ") entered an order approving the Asset Acquisition. The Asset Acquisition was consummated on August 8, 2025, in accordance with the terms of the APA and the Final Order (as defined in the APA) of the Bankruptcy Court. On the Closing Date, the Company paid $37.5 million in cash (the " Closing Date Payment "), for an aggregate total consideration of $42.5 million after taking into account the Company's previously paid deposit of $5.0 million. The Company funded $29.75 million of the Closing Date Payment with the proceeds of the Term Loan, $6.0 million of the Closing Date Payment with proceeds of the Credit Line, and the remainder of the Closing Date Payment from the Company's cash balances. The foregoing description of the APA does not purport to be complete and is qualified in its entirety by reference to the full text of the APA, a copy of which was filed as Exhibit 10.1 to a Current Report on Form 8-K filed by the Company on August 5, 2025. Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. See Item 1.01.
01 Other Events
Item 8.01 Other Events. On August 11, 2025, the Company issued a press release announcing the consummation of the Acquisition. A copy of the press release is attached hereto as Exhibit 99.1.
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. (a) Financial statements of business acquired As permitted by Item 9.01(a)(3) of Form 8-K, the financial statements required by this Item will be filed by amendment to this Current Report on Form 8-K within 71 days following the date on which this Current Report on Form 8-K is required to be filed. (b) Pro forma financial information As permitted by Item 9.01(a)(3) of Form 8-K, the pro forma financial statements required by this Item will be filed by amendment to this Current Report on Form 8-K within 71 days following the date on which this Current Report on Form 8-K is required to be filed. Exhibit Number Description 10.1 Loan, Security and Guarantee Agreement, dated August 8, 2025, by and between FitLife Brands, Inc. and First Citizens Bank & Trust Company 99.1 Press Release dated August 11, 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. August 11, 2025 By: /s/ Dayton Judd Dayton Judd Chief Executive Officer