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): February 1, 2021
Commission File
Number: 000-52369
FitLife
Brands, Inc.
(Exact
name of registrant as specified in its charter.)
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Nevada
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20-3464383
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(State or other jurisdiction of
incorporation or organization)
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(IRS Employer Identification
No.)
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5214 S. 136th Street, Omaha, Nebraska
68137
(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))
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. [ ]
Securities
registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name
of exchange on which registered
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Common Stock, par value $0.01 per
share
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FTLF
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OTC Pink
Marketplace
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Item 8.01 Other Events.
On
February 1, 2021, the Board of Directors (the "Board") of FitLife Brands, Inc. (the
"Company") approved an
amendment the Company’s share repurchase program as approved
on August 16, 2019, and as amended on September 23, 2019, and
further amended on November 6, 2019, pursuant to which the Board
authorized management to repurchase of up to $2,500,000 of the
Company's common stock, par value $0.01 per share ("Common Stock"), over the next 24 months
(the "Share Repurchase
Program"), which Share Repurchase Program was previously
reported on the Company's Current Reports on Form 8-K filed August
20, 2019, and the amendments thereto on the Company's Current
Report on Form 8-K filed September 26, 2019, and Quarterly Report
on Form 10-Q filed November 12, 2019. The Board approved an
amendment to the Share Repurchase Program to increase the
repurchase of up to $5,000,000 of the Company's Common Stock, its
Series A Convertible Preferred Stock, par value $0.01 per share
("Series A Preferred"),
warrants to purchase shares of the Company's Common Stock
("Warrants"), and other
securities issued by the Company ("Securities"), over the next 24 months,
at a purchase price, in the case of Common Stock, equal to the fair
market value of the Company's Common Stock on the date of purchase,
and in the case of Series A Preferred, Warrants, and Securities, at
a purchase price determined by management, with the exact date and
amount of such purchases to be determined by
management.
The
Company intends to conduct its Share Repurchase Program in
accordance with all applicable securities laws and regulations,
including Rule 10b-18 of the Securities Exchange Act of 1934, as
amended. Repurchases may be made at management's discretion from
time to time on the open market or through privately negotiated
transactions at current market prices. The Company may suspend or
discontinue the Share Repurchase Program at any time, and may
thereafter reinstitute purchases, all without prior
announcement.
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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February 5,
2021
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/s/
Dayton Judd
Dayton Judd
Chief Executive
Officer
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