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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): April 11, 2019
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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5214 S.
136th
Street
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 3.03 Material Modification to Rights of Security
Holders.
On April 11, 2019, FitLife Brands, Inc. (the
“Company”) filed two Certificates of Change with the
Secretary or State of the State of Nevada, copies of which are
attached hereto as Exhibit 3.1, the first to effect a reverse stock
split of both the Company’s issued and outstanding and
authorized common stock, par value $0.01 per share
(“Common
Stock”), at a ratio of
1-for-8,000 (the “Reverse
Split”), and the second
to effect a forward stock split of both the Company’s issued
and outstanding and authorized Common Stock at a ratio of 800-for-1
(the “Forward
Split,” and together with
the Reverse Split, the “Reverse/Forward
Split”). The
Reverse/Forward Split will become effective on Tuesday, April 16,
2019 on or about 12:01 a.m. PST.
Pursuant
to Section 78.02 of the Nevada Revised Statutes, the
Reverse/Forward Split does not require the prior approval of the
Company’s stockholders, and requires only the approval by the
Company’s Board of Directors, which was obtained on March 25,
2019.
Effective
April 16, 2019, the shares of Common Stock will begin trading on
the OTC:PINK marketplace on a post-Reverse/Forward Split basis
under the ticker symbol “FTLFD.” The “D”
will appear on the Company’s ticker symbol for the 20
business days following the effective date. Beginning on the
effective date, the Company’s new CUSIP number will be
33817P207.
Holders
of fewer than 8,000 shares of the Common Stock immediately prior to
the Reverse/Forward Split will be entitled to receive cash in lieu
of fractional shares based on the 5-day volume weighted average
price of the Company’s Common Stock immediately prior to the
Reverse/Forward Split. As a result, such holders will cease to be
stockholders of the Company. Holders of more than 8,000 shares of
Common Stock immediately prior to the Reverse/Forward Split will
not receive fractional shares, and instead any fractional shares
resulting from the Reverse/Forward Split will be rounded up to the
next whole share. The Company’s transfer agent, Colonial
Stock Transfer, will be sending holders of record of the
Company’s Common Stock a letter of transmittal with further
details of the Reverse/Forward Split and instructions setting forth
how stockholders may receive updated Common Stock certificates
and/or cash in lieu of fractional shares promptly after the
effective date.
As
a result of the Reverse/Forward Split, the number of shares of
Company Common Stock authorized for issuance under the
Company’s Articles of Incorporation, as amended, will be
15,000,000 shares.
Item 5.03 Amendment to Articles of Incorporation or
Bylaws; Change in Fiscal Year.
See
Item 3.03.
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:
April 15, 2019
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By:
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/s/ Dayton
Judd
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Dayton
Judd
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Chief
Executive Officer
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EXHIBIT INDEX
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Exhibit No.
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Description
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Certificates of Change, dated April 11, 2019
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