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 0001374328

 2023-01-01
 2023-12-31

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 2023-06-30

 0001374328

 2024-04-18

 --12-31FY2023

 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 WASHINGTON, D.C. 20549

 FORM 10-K/A

 (Amendment No. 1)

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the Fiscal Year Ended December 31, 2023

 OR

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 Commission File Number: 000-52369

 FITLIFE BRANDS, INC.

 (Exact name of Registrant as specified in its charter)

 Nevada

 20-3464383

 (State of Incorporation)

 (IRS Employer Identification No.)

 5214 S. 136th Street, Omaha, NE 68137

 (Address of principal executive offices)

 ( 402) 991-5618

 (Registrant's telephone number)

 Securities registered pursuant to Section 12(b) of the Act:

 Title of each class

 Trading Symbol(s)

 Name of each exchange on which registered

 Common Stock, par value $0.01 per share

 FTLF

 The Nasdaq Capital Market

 Securities registered pursuant to Section 12(g) of the Exchange Act:

 None

 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

 Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No

 Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such a shorter period that the registrant was required to submit such files). Yes No

 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.:

 Large accelerated filer

 Accelerated filer

 Non–Accelerated filer

 Small reporting company

 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.

 Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

 Yes No

 If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

 Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No

 The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter, was $ 32,319,000.

 As of April 18, 2024, there were 4,598,241 shares of common stock, $0.01 par value per share, issued and outstanding.

 DOCUMENTS INCORPORATED BY REFERENCE

 None.

 EXPLANATORY NOTE

 This Amendment No. 1 on Form 10-K/A (the " Amendment ") amends the Annual Report on Form 10-K of FitLife Brands, Inc. (the " Company, " " our " or " we ") for the year ended December 31, 2023, originally filed with the Securities and Exchange Commission (" SEC ") on March 29, 2024 (the " Original Filing "). We are filing this Amendment to present the information required by Items 10, 11, 12, 13, and 14 of Part III of the Original Filing in reliance on General Instruction G(3) to Form 10-K, which provides that registrants may incorporate by reference certain information from a definitive proxy statement filed with the SEC within 120 days after fiscal year end.

 In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended, (i) Part III, Items 10 through 14 of the Original Filing are hereby amended and restated in their entirety, and (ii) Part IV, Item 15 of the Original Filing is hereby amended and restated in its entirety. In addition, new certifications of our principal executive officer and principal financial officer as required by Section 302 of the Sarbanes-Oxley Act of 2022 are attached, each as of the filing date of this Amendment. Except as described above, no other changes have been made to the Original Filing.

 Except as stated herein, this Amendment does not reflect events occurring after the filing of the Original Filing and no attempt has been made in this Amendment to modify or update other disclosures as presented in the Original Filing.

 FITLIFE BRANDS, INC.

 AMENDMENT NO. 1 TO FORM 10-K ANNUAL REPORT

 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2023 AND 2022

 PAGE

 ITEM 10.

 Directors, Executive Officers, and Corporate Governance

 ITEM 11.

 Executive Compensation

 ITEM 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 ITEM 13.

 Certain Relationships and Related Transactions, and Director Independence

 ITEM 14.

 Principal Accountant Fees and Services

 ITEM 15.

 Exhibits and Financial Statement Schedules

 ITEM 16.

 Form 10-K Summary

 SIGNATURES

 CERTIFICATIONS

 Exhibit 31 – Certification pursuant to Rule 13a-14(a) and 15d-14(a)

 ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS

 Directors and Executive Officers

 Set forth below is information regarding each of the Company's current directors and executive officers. There are no family relationships between any of our directors or executive officers. Stockholders elect the directors annually. The executive officers serve at the by appointment of the Board of Directors (the " Board ").

 Name

 Age

 Title

 Dayton Judd

 Chief Executive Officer and Chairman

 Director

 Grant Dawson

 Director

 Director

 Director

 Jakob York

 Chief Financial Officer

 Patrick Ryan

 Chief Retail Officer

 Jenna Sinnett

 Chief Operating Officer

 Each of the Company's executive officers and directors will hold office until their successors are duly elected and qualified. The background and principal occupations of each officer and director are as follows:

 Dayton Judd has served as a director of the Company since June 2017, is currently the Chairman of the Company's Board of Directors and began serving as the Company's Chief Executive Officer on February 18, 2018. Mr. Judd is the founder and Managing Partner of Sudbury Capital Management (" Sudbury "). Prior to founding Sudbury, Mr. Judd worked from 2007 through 2011 as a Portfolio Manager at Q Investments, a multi-billion dollar hedge fund in Fort Worth, Texas. Prior to Q Investments, he worked with McKinsey & Company from 1996 through 1998, and again from 2000 through 2007. He graduated from Brigham Young University in 1995 with a Bachelors Degree, summa cum laude, and a Masters Degree, both in accounting. He also earned an M.B.A. with high distinction from Harvard Business School in 2000, where he was a Baker Scholar. Mr. Judd is a Certified Public Accountant. He currently serves on the Board of Directors of LifeVantage Corp (Nasdaq: LFVN) and Optex Systems Holdings Inc. (Nasdaq: OPXS).

 The Company's Nominating and Corporate Governance Committee believes that Mr. Judd's significant experience in investing in microcap companies, together with his substantial ownership position in the Company's Common Stock, assists the Board of Directors in the management of the Company and setting goals and objectives to build stockholder value.

 Lewis Jaffe has served as a director of the Company since 2010 and served as the Chairman of the Company's Board of Directors from July 2011 to October 2017. Mr. Jaffe became a partner at CEO Coaching International as of January 2021 and continues his role as a Clinical Professor in the school of Entrepreneurship at Loyola Marymount University, a position he has held since the fall of 2014, where he was awarded Professor of the Year in 2016. He was Chief Executive Officer of Movio, a high speed, mobile movie and content downloading service and application, prior to its sale. Prior to Movio, Mr. Jaffe was a principal at Jaffe & Associates, a consulting and advisory firm that provides strategic and tactical planning to mid-market companies and CEO coaching to their executives. Prior to 2009, Mr. Jaffe was Interim Chief Executive Officer and President of Oxford Media, Inc., where he served from 2006 to 2008. Mr. Jaffe has also served in executive management positions with Verso Technologies, Inc., Wireone Technologies, Inc., Picturetel Corporation, and was also previously a Managing Director of Arthur Andersen. Mr. Jaffe is a graduate of the Stanford Business School Executive Program and holds a Bachelor of Science from LaSalle University. Mr. Jaffe also served on the Board of Directors of Benihana, Inc. as its lead independent director from 2004 to 2012. He is currently on the Board of Directors of Reed's Inc. (NYSE: REED) and Yorktel, a privately held telecommunications company.

 The Company's Nominating and Corporate Governance Committee believes that Mr. Jaffe's experience as a CEO of both public and private companies, and consultant providing strategic and tactical planning to public companies, as well as his corporate governance expertise, provide management and the Board of Directors with a depth of experience, knowledge, systems and best practices to guide corporate strategy and business operations.

-1-

 Grant Dawson has served as a director of the Company since November 2013 and is currently a Portfolio Manager of Fixed Income Investments for Polar Asset Management Partners (" Polar "), where he has worked since 2014. Mr. Dawson brings more than 20 years of experience in finance and has significant board-level experience in corporate governance for public companies. Prior to Polar, he was Managing Director of Fixed Income Investments for Manulife Asset Management, a subsidiary of Manulife Financial Corporation and Vice President and Lead Analyst responsible for corporate debt ratings with Dominion Bond Rating Agency. Prior to such time, Mr. Dawson held various senior management positions in credit management and corporate finance with Nortel and in equity research with Dain Rauscher Ltd. Mr. Dawson earned an M.B.A. from the SMU Cox School of Business, a B.Comm in Finance from the University of Windsor, and holds the Chartered Financial Analyst designation. Additionally, Mr. Dawson is a member of the Institute of Corporate Directors and holds the ICD.D designation.

 The Company's Nominating and Corporate Governance Committee believes that Mr. Dawson's extensive expertise and knowledge regarding corporate finance and investment banking matters, as well as corporate governance, provides the Company with valuable insight and will assist the Company as it builds a long-term, sustainable capital structure.

 Seth Yakatan has served a director of the Company since September 2015, and as a Partner of Katan Associates, Inc., a corporate strategy and finance advisory group, since April 2001. Prior to joining the Company's Board of Directors, Mr. Yakatan served as a director for iSatori, Inc. from September 2014 until the completion of the Company's acquisition of iSatori. Prior to founding Katan Associates, Inc. in 2001, Mr. Yakatan worked in merchant banking at the Union Bank of California, N.A. in the Specialized Lending Media and Telecommunications Group, and as a venture capital analyst with Ventana Growth Funds and Sureste Venture Management. Mr. Yakatan holds an M.B.A. in Finance from the University of California, Irvine, and a Bachelor of Arts in History and Public Affairs from the University of Denver.

 The Company's Nominating and Corporate Governance Committee believes that Mr. Yakatan's 25 years of experience as a life sciences business development and corporate finance professional, including actively supporting small cap and major companies in achieving corporate, financing, and asset monetization objectives, provides the Board of Directors with valuable guidance and expertise based on his extensive knowledge and understanding of banking matters.

 Todd Ordal has served a director of the Company since September 2015, and is the President and founder of Applied Strategy, LLC, a private consulting company founded in 2003 that provides consulting and coaching services to chief executive officers and other executives around the word. Prior to joining the Company's Board of Directors, Mr. Ordal served as a director for iSatori, Inc. from April 2012 until the completion of the Company's acquisition of iSatori. Before founding Applied Strategy, LLC, Mr. Ordal served as Chief Executive Officer of Dore Achievement Centers from December 2002 until November 2004, and President and Chief Executive Officer of Classic Sports Companies from January 2001 until December 2002. Prior to Classic Sport Companies, Mr. Ordal served as a Division President for Kinko's Service Corporation, where he had accountability for $500 million in revenue, 300 stores and 7,000 people, and as a member of the Board of Directors for Kinko's from July 1992 until July 1997. He has also served on several non-profit boards and boards of advisors. Mr. Ordal received his Bachelors Degree in psychology from Morehead State University and his M.B.A. from Regis University.

 The Company's Nominating and Corporate Governance Committee believes that Mr. Ordal's considerable experience with growing successful businesses, as well as his extensive knowledge and understanding of marketing and finance matters, provides the Board of Directors with valuable guidance and insight.

 Jakob York has served as the Company's Chief Financial Officer since he joined the Company in August 2022. Prior to joining FitLife, he served as Controller for Greenidge Generation Holdings (" Greenidge ", Nasdaq: GREE). Prior to Greenidge, Mr. York worked in various controller and financial reporting capacities, primarily at Allied Motion Technologies (Nasdaq: AMOT). Prior to joining Allied Motion, he worked at Pricewaterhouse Coopers as an auditor from 2002 to 2007. He graduated from Brigham Young University in 2002 with a Bachelors Degree and a Masters Degree in Accounting. Mr. York is a Certified Public Accountant.

 Patrick Ryan has served as the Company's Chief Retail Officer since his appointment in June 2016. He brings over 23 years of experience in the retail and wholesale business both domestically and internationally. Since February 2009, Mr. Ryan served as the Company's Vice President of Sales during which time he oversaw multiple retail and wholesale branches and worked collaboratively with key members of management to drive strategic initiatives in sales, employee training and the overall growth of the Company. Prior to that, he served in various sales positions of increasing responsibility since joining the Company in 2004. Mr. Ryan received his Bachelor of Science Degree in Public Relations from Kansas State University.

 Jenna Sinnett has served as the Company's Chief Operating Officer since her appointment in October 2015. She brings over 18 years of operations experience in the wholesale business, managing domestic inventories, regulatory compliance, and product management. In 2012, Ms. Sinnett was appointed Vice President of Supply Chain where she controlled all matters tied to procurement, including inventory management, logistics, and vendor relations. Over the course of her tenure, she has held senior positions in Project Management as well. Ms. Sinnett received both her Bachelor of Science Degree and Master of Science Degree in Exercise Science from the University of Nebraska Omaha.

 There have been no events under any bankruptcy act, no criminal proceedings and no judgments or injunctions material to the evaluation of the ability and integrity of any of the Company's executive officers or directors during the past ten years.

-2-

 CORPORATE GOVERNANCE, BOARD COMPOSITION AND BOARD COMMITTEES

 Term of Office

 Pursuant to our Bylaws, each member of the Board serves from the date they are duly elected and qualified, until the Company's following annual meeting of stockholders or until their death, resignation or removal from office.

 Board Member Independence

 The Board believes that a majority of its members are independent directors. The Board has determined that, with the exception of Mr. Judd who also serves as the Company's Chief Executive Officer, all directors are independent as defined by the rules and regulations of the Nasdaq Capital Market.

 Board Structure

 The Board does not have a policy regarding the separation of the roles of the Chief Executive Officer and Chair of the Board, as the Board believes it is in the best interest of the Company and its stockholders to make that determination based on the position and direction of the Company and the membership of the Board, from time to time. Currently, Mr. Judd serves as both the Chief Executive Officer and as Chair of the Board. At this time, the Board believes that these combined roles are beneficial to both the daily operations of the Company and the strategic perspective of the Board.

 Board Risk Oversight

 Our Board administers its oversight function through both regular and special meetings and by frequent telephonic updates with our senior management. A key element of these reviews is gathering and assessing information relating to risks of our business. All businesses are exposed to risks, including unanticipated or undesired events or outcomes that could impact an enterprise's strategic objectives, organizational performance and stockholder value. A fundamental part of risk management is not only understanding such risks that are specific to our business, but also understanding what steps management is taking to manage those risks and what level of risk is appropriate. In setting our business strategy, our Board assesses the various risks being mitigated by management and determines what constitutes an appropriate level of risk.

 Although our Board has the ultimate oversight responsibility for our risk management process, various committees of our Board also have responsibility for risk management. In particular, the Audit Committee focuses on financial risk, including internal controls, and the assessments of risks reflected in audit reports. Legal and regulatory compliance risks are also reviewed by our Audit Committee. Risks related to our compensation programs are reviewed by the Compensation Committee. Our Board is advised by the committees of significant risks and management's response via periodic updates.

 Board Meetings

 The Board held five meetings during the year ended December 31, 2023, supplemented by numerous additional discussions by and among a majority of the Board, and numerous actions effectuated by unanimous written consent in lieu of a formal motion and vote during an official meeting. In 2023, incumbent directors attended 100% of the aggregate number of meetings of the Board. The Board also holds independent executive sessions without members of management on an as-needed basis.

 Board Committees and Charters

 The Board has three standing committees which consists of the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee. The Board appoints the members and committee chair of each committee (based upon the recommendation of the Nominating and Corporate Governance Committee). Each independent director also serves as a member of the standing committees of the Board. Copies of each committee charter are available upon request to the Company's Corporate Secretary at 5214 S. 136th Street, Omaha, Nebraska 68137.

-3-

 Audit Committee

 Members:

 Grant Dawson (Chair)

 Number of Meetings Held:

 The Audit Committee held four meetings during 2023 and handled other matters via unanimous written consent or in board meetings.

 Functions:

 The Audit Committee assists the Board in fulfilling its legal and fiduciary obligations in matters involving our accounting, auditing, financial reporting, internal control and legal compliance functions by approving the services performed by our independent accountants and reviewing their reports regarding our accounting practices and systems of internal accounting controls. The Audit Committee also oversees the audit efforts of our independent accountants and takes those actions as it deems necessary to satisfy it that the accountants are independent of management.

 Independence

 The members of the Audit Committee each meet the independence standards established by the Nasdaq Capital Market and the SEC for audit committees. In addition, the Board has determined that Messrs. Dawson, Jaffe and Ordal each satisfy the definition of an "audit committee financial expert" under SEC rules and regulations. These designations do not impose any duties, obligations or liabilities on Messrs. Dawson, Jaffe and Ordal that are greater than those generally imposed on them as members of the Audit Committee and the Board, and their designations as audit committee financial experts does not affect the duties, obligations or liability of any other member of the Audit Committee or the Board.

 Compensation Committee

 Members:

 Grant Dawson (Chair)

 Number of Meetings Held:

 The Compensation Committee held one meeting during 2023 and handled other matters via unanimous written consent or in board meetings.

 Functions:

 The Compensation Committee determines our general compensation policies and the compensation provided to our directors and officers. The Compensation Committee also reviews and determines bonuses for our officers and other employees. In addition, the Compensation Committee reviews and determines equity-based compensation for our directors, officers, employees and consultants and administers our stock option plans and employee stock purchase plan.

 Independence

 We believe that the composition of our Compensation Committee meets the criteria for independence under, and the functioning of our Compensation Committee complies with, the applicable requirements of the Sarbanes-Oxley Act of 2002 and current SEC rules and regulations.

 Nominating and Corporate Governance Committee

 Members:

 Lewis Jaffe (Chair)

 Grant Dawson

 Number of Meetings Held:

 The Nominating and Corporate Governance Committee held no meetings during 2023, electing instead to address Committee matters by action taken by the full Board.

 Functions:

 The Nominating and Corporate Governance Committee is responsible for making recommendations to the Board of Directors regarding director candidates and the size and composition of the Board and its committees. In addition, the Nominating and Corporate Governance Committee is responsible for overseeing our corporate governance guidelines and reporting and making recommendations to the Board concerning corporate governance matters.

 Independence

 We believe that the composition of our Nominating and Corporate Governance Committee meets the criteria for independence under, and the functioning of our Nominating and Corporate Governance Committee complies with, the applicable requirements of the Sarbanes-Oxley Act of 2002 and current SEC rules and regulations.

-4-

 Section 16(A) Beneficial Ownership Reporting Compliance

 Section 16(a) of the Securities Exchange Act of 1934, as amended (" Exchange Act "), requires the Company's directors and executive officers, and persons who beneficially own more than 10% of a registered class of the Company's equity securities, to file reports of beneficial ownership and changes in beneficial ownership of the Company's securities with the SEC on Forms 3 (Initial Statement of Beneficial Ownership), 4 (Statement of Changes of Beneficial Ownership of Securities) and 5 (Annual Statement of Beneficial Ownership of Securities). Directors, executive officers and beneficial owners of more than 10% of the Company's Common Stock are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms that they file.

 To our knowledge, based solely on a review of the copies of such reports furnished to us and written representations that no other reports were required, during the fiscal year ended December 31, 2023, management believes that all necessary reports were filed in a timely manner and all filings are current as of the date of this filing.

 Code of Ethics and Business Conduct

 We have adopted a Code of Ethics that applies to all of our executive officers, directors and employees, which sets forth the business and ethical principles that govern all aspects of our business. This document will be made available in print, free of charge, to any stockholder requesting a copy in writing from the Company. A form of the Code of Conduct and ethics is filed as Exhibit 14.1 to this Amendment No. 1 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

 Indemnification of Officers and Directors

 As permitted by Nevada law, the Company will indemnify its directors and officers against expense and liabilities they incur to defend, settle, or satisfy any civil or criminal action brought against them on account of their being or having been Company directors or officers unless, in any such action, they are adjudged to have acted with gross negligence or willful misconduct.

 Exclusion of Liability

 The Nevada Business Corporation Act excludes personal liability for directors for monetary damages based upon any violation of their fiduciary duties as directors, except as to liability for any breach of the duty of loyalty, acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, acts in violation of the Nevada Business Corporation Act, or any transaction from which a director receives an improper personal benefit. This exclusion of liability does not limit any right that a director may have to be indemnified and does not affect any director's liability under federal or applicable state securities laws.

-5-

 ITEM 11. EXECUTIVE COMPENSATION

 Summary Compensation Table

 The following table sets forth information concerning the compensation paid to the Company's Chief Executive Officer, and the Company's two most highly compensated executive officers other than its Chief Executive Officer, who were serving as executive officers as of December 31, 2023 and whose annual compensation exceeded $100,000 during such year (collectively the " Named Executive Officers ").

 Name and principal position

 Year

 Salary

 Bonus

 Stock

 awards

 Warrants/

 option

 awards (1)

 All other

 compensation (2)

 Total

 Dayton Judd

 2023

 $

 372,000

 $

 160,000

 $

 -

 $

 -

 $

 -

 $

 532,000

 Chief Executive Officer and Chair of the Board

 2022

 $

 340,462

 $

 135,000

 $

 -

 $

 -

 $

 -

 $

 475,462

 Patrick Ryan

 2023

 $

 148,077

 $

 5,000

 $

 -

 $

 -

 $

 151,669

 $

 304,746

 Chief Retail Officer

 2022

 $

 138,077

 $

 -

 $

 -

 $

 -

 $

 186,045

 $

 324,122

 Jakob York

 2023

 $

 204,616

 $

 40,000

 $

 -

 $

 16,060

 $

 -

 $

 260,676

 Chief Financial Officer

 2022 (3)

 $

 69,230

 $

 -

 $

 -

 $

 89,700

 $

 -

 $

 158,930

 (1)

 The amounts in this column represent the grant date fair value of stock option awards computed in accordance with FASB guidance, excluding the effect of estimated forfeitures under which the Named Executive Officer has the right to purchase, subject to vesting, shares of the Company's Common Stock.

 (2)

 (3)

 Amounts reflect commissions paid to the Named Executive Officer.

 Jakob York was hired as CFO on August 15, 2022.

 Employment Agreements

 Dayton Judd. Dayton Judd currently serves as the Company's Chief Executive Officer. Effective August 28, 2023, the Board approved an increase of Mr. Judd's salary from $364,000 to $390,000. Effective August 29, 2022, the Board approved an increase of Mr. Judd's annual base salary from $330,000 to $364,000. Mr. Judd serves as an at-will employee without a formal employment agreement.

 Patrick Ryan. Under the terms of an Employment Agreement dated June 13, 2019, Patrick Ryan served in the capacity of Chief Retail Officer until the termination of the agreement on June 7, 2022. Subsequent to June 7, 2022, Mr. Ryan serves in the same capacity as an at-will employee without a formal employment agreement. In addition to a base salary, Mr. Ryan is paid a commission of 2.5% of the adjusted gross profit from the sale of certain of the Company's products to the GNC franchise community. Effective August 29, 2022, the Board approved an increase of Mr. Ryan's base salary from $135,000 to $145,000. Effective August 28, 2023, the Board approved an increase of Mr. Ryan's base salary from $145,000 to $155,000.

 Jakob York. Jakob York joined the Company as Chief Financial Officer on August 15, 2022 with an annual base salary of $200,000. Upon joining the Company, Mr. York also received options to acquire 10,000 shares with an exercise price of $15.65. One-fourth of the options vested immediately, with the remainder vesting in three equal annual installments thereafter. Effective August 28, 2023, the Board approved an increase of Mr. York's salary from $200,000 to $215,000 and granted Mr. York additional options to acquire 2,000 shares of Common Stock at an exercise price of $18.15. One-fourth of the options vested immediately, with the remainder vesting in three equal annual installments thereafter.

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 Outstanding Equity Awards at Fiscal Year-End

 The following table sets forth information regarding unexercised options and stock that had not vested and equity incentive awards held by each of the Named Executive Officers outstanding as of December 31, 2023:

 Grant

 date

 securities

 underlying

 unexercised

 options

 exercisable

 securities

 underlying

 unexercised

 options

 unexercisable

 Equity

 incentive

 plan

 awards:

 underlying

 unexercised

 unearned

 options

 Option

 exercise

 price

 Option

 expiration

 date

 Dayton Judd

 7/31/2018

 221,400

 -

 -

 $

 0.70

 7/31/2028

 Chief Executive Officer and Chairman

 2/5/2021

 72,000

 -

 -

 $

 5.24

 2/5/2026

 2/5/2021

 56,000

 -

 -

 $

 4.76

 2/5/2031

 Jakob York

 8/15/2022

 5,000

 (1)

 5,000

 -

 $

 15.65

 8/15/2027

 Chief Financial Officer

 8/15/2023

 (2)

 1,500

 -

 $

 18.15

 8/15/2028

 (1)

 One-fourth of the stock options vested on the grant date of August 15, 2022, with the remainder vesting in three equal annual installments thereafter, becoming fully vested on August 15, 2025.

 (2)

 One-fourth of the stock options vested on the grant date of August 15, 2023, with the remainder vesting in three equal annual installments thereafter, becoming fully vested on August 15, 2026.

 Description of Equity Compensation Plan

 The 2019 Omnibus Incentive Plan (the " 2019 Plan ") was adopted by the Board on July 3, 2019, as approved by a majority of the Company's stockholders at the annual meeting of stockholders on August 16, 2019. The 2019 Plan reserves for issuance 400,000 shares of the Company's Common Stock as one of four types of equity incentive awards: (i) stock options, (ii) stock appreciation rights, (iii) restricted stock, and (iv) stock units. The 2019 Plan permits the qualification of awards under the plan as "performance-based compensation" within the meaning of Section 162(m) of the Internal Revenue Code. Upon becoming effective, the Plan replaced, and no further awards were made under the Company's 2010 Incentive Plan.

 Securities Authorized for Issuance Under Equity Compensation Plans

 The following table provides information as of December 31, 2023, with respect to the shares of Common Stock that may be issued upon the exercise of options and other rights under our existing equity compensation plans and arrangements. The information includes the number of shares covered by and the weighted average exercise price of outstanding options and other rights and the number of shares remaining available for future grants, excluding the shares to be issued upon exercise of outstanding options and other rights.

 Securities to be

 issued upon

 exercise of

 outstanding

 options,

 warrants and

 rights

 Weighted-

 average

 exercise

 price of

 outstanding

 options,

 warrants

 and rights

 securities

 remaining

 available

 for future

 issuance

 under equity

 compensation

 plans

 (excluding

 securities

 reflected in

 first column)

 Equity compensation plans approved by security holders:

 484,428

 $

 6.82

 145,000

 Compensation Committee Interlocks and Insider Participation

 No executive officers of the Company serve on the Compensation Committee (or in a like capacity) for the Company or any other entity.

-7-

 Director Compensation

 We currently have five directors, four of whom are considered independent. Non-independent directors who are also employees of the Company do not receive compensation for their services as a director on the Board. Prior to November 8, 2023, each of our non-employee directors were entitled to receive $40,000 per annum for their services on the Board pursuant to the Company's current director compensation plan, which compensation may be paid in cash, shares of Company Common Stock or a combination thereof, at the option of each individual director. Effective November 8, 2023, the compensation paid to our non-employee directors increased to $50,000 per annum.

 The table below summarizes the compensation paid to our non-employee directors for the fiscal year ended December 31, 2023:

 Fees earned

 or paid in

 cash

 Stock

 awards

 Option

 awards

 Total

 Grant Dawson

 $

 $

 -

 $

 -

 $

 $

 $

 -

 $

 -

 $

 $

 $

 -

 $

 -

 $

 $

 $

 -

 $

 -

 $

 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 The following tables set forth information regarding shares of our Common Stock beneficially owned as of April 18, 2024, by:

 (i)

 each of our officers and directors;

 (ii)

 all officers and directors as a group; and

 (iii)

 each person known by us to beneficially own five percent or more of the outstanding shares of our Common Stock. Percent ownership is calculated based on 4,598,241 shares of our Common Stock outstanding at April 18, 2024.

-8-

 Beneficial Ownership of our Common Stock

 Name and address of owner (1)

 Title of class

 shares

 owned

 Percentage

 of class

 Dayton Judd, Chair and Chief Executive Officer (2)

 2,915,529

 58.9

 %

 Jakob York, Chief Financial Officer (3)

 8,984

 *

 Patrick Ryan, Chief Retail Officer

 10,544

 *

 Jenna Sinnett, Chief Operating Officer

 5,600

 *

 Grant Dawson

 76,428

 1.7

 %

 -

 *

 30,944

 *

 -

 *

 All Officers and Directors as a group (seven persons)

 3,048,029

 61.5

 %

 * Less than 1%

 (1)

 The address of each of the officers and directors is c/o FitLife Brands, Inc., 5214 S. 136th Street, Omaha, NE 68137.

 (2)

 Consists of 498,001 shares of Common Stock held by Mr. Judd personally, including shares in IRA accounts; 221,400 shares of Common Stock issuable upon the exercise of stock options at $0.70 per share, exercisable within 60 days of April 18, 2024; 72,000 shares of Common Stock issuable upon the exercise of stock options at $5.24 per share, exercisable within 60 days of April 18, 2024; 56,000 shares of Common Stock issuable upon the exercise of stock options at $4.76 per share, exercisable within 60 days of April 18, 2024; and 2,068,128 shares of Common Stock held by Sudbury Holdings, LLC.

 (3)

 Consists of 3,484 shares of Common Stock held by Mr. York in IRA accounts, 5,000 shares of Common Stock issuable upon the exercise of stock options at $15.65 per share exercisable within 60 days of April 18, 2024, and 500 shares of Common Stock issuable upon the exercise of stock options at $18.15 per share exercisable within 60 days of April 18, 2024.

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 Changes in Control

 The Company is not aware of any arrangements that may result in a change in control of the Company.

 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 There were no transactions between the Company and any of its directors, executive officers or any other related persons during the year ended December 31, 2023.

 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 Our independent registered public accounting firm for the year ended December 31, 2023 and 2022 was Weinberg & Company (" Weinberg "). Set forth below are the aggregate fees we were billed by Weinberg for professional services rendered for the years ended December 31, 2023 and 2022:

 Year ended

 December 31,

 2023

 2022

 Audit fees

 $

 243,000

 $

 148,000

 Audit-related fees

 6,000

 4,000

 Tax fees

 -

 -

 All other fees

 34,000

 -

 Total

 $

 283,000

 $

 152,000

 As defined by the SEC, (i) "audit fees" are fees for professional services rendered by our principal accountant for the audit of our annual financial statements and review of financial statements included in our Form 10-K, or for services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years; (ii) "audit-related fees" are fees for assurance and related services by our principal accountant that are reasonably related to the performance of the audit or review of our financial statements and are not reported under "audit fees"; (iii) "tax fees" are fees for professional services rendered by an external consultant for tax compliance, tax advice, and tax planning; and (iv) "all other fees" are fees for products and services provided by our principal accountant, other than the services reported under "audit fees", "audit-related fees", and "tax fees".

 Audit Fees

 For the fiscal year ended December 31, 2023 and 2022, audit fees were approximately $243,000 and $148,000 respectively.

 Tax Fees

 For the fiscal year ended December 31, 2023 and 2022, the Company did not retain Weinberg for any tax services.

 All Other Fees

 During the fiscal years ended December 31, 2023 and 2022, all other fees for other services were $34,000 and $0, respectively.

 Audit Committee Pre-Approval Policies and Procedures

 Under the SEC's rules, the Audit Committee is required to pre-approve the audit and non-audit services performed by the independent registered public accounting firm in order to ensure that they do not impair the auditors' independence. The Commission's rules specify the types of non-audit services that an independent auditor may not provide to its audit client and establish the Audit Committee's responsibility for administration of the engagement of the independent registered public accounting firm.

 Consistent with the SEC's rules, the Audit Committee Charter requires that the Audit Committee review and pre-approve all audit services and permitted non-audit services provided by the independent registered public accounting firm to us or any of our subsidiaries. The Audit Committee may delegate pre-approval authority to a member of the Audit Committee and if it does, the decisions of that member must be presented to the full Audit Committee at its next scheduled meeting. Accordingly, 100% of audit services and non-audit services described in this Item 14 were pre-approved by the Audit Committee.

 There were no hours expended on the principal accountant's engagement to audit the registrant's financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant's full-time, permanent employees.

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 ITEM 15. EXHIBITS AND REPORTS

 Exhibits

 3.1

 Articles of Incorporation (incorporated by reference to Exhibit 3.1 filed with Amendment No. 3 to the Company's Registration Statement on Form SB2 (Commission File No. 333-137170)).

 3.2

 Amendments to Articles of Incorporation (incorporated by reference to Exhibit 3.2 filed with Amendment No. 3 to the Company's Registration Statement on Form SB2 (Commission File No. 333-137170)).

 3.3

 Amended and Restated Bylaws of the Corporation (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on January 25, 2018).

 3.4

 Certificate of Amendment to Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on September 13, 2010).

 3.5

 Certificate of Amendment to Articles of Incorporation to change name to FitLife Brands, Inc. (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on October 1, 2013).

 3.6

 Certificate of Amendment to Articles of Incorporation to effect 1-for-10 reverse split (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on October 1, 2013).

 3.7

 Certificate of Designations, Preferences and Rights of the Series A Convertible Preferred Stock, dated November 13, 2018 (incorporated by reference to Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q filed on November 14, 2018).

 3.8

 Certificates of Change, dated April 11, 2019 (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on April 15, 2019).

 3.9

 Certificate of Designations, Preferences and Rights of the Series B Junior Preferred Stock, dated March 3, 2021 (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on March 4, 2021).

 3.10

 Certificate of Change for FitLife Brands, Inc., effective as of December 2, 2021 (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on December 7, 2021).

 4.1

 Form of Warrant, dated November 13, 2018 (incorporated by reference to Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q filed on November 14, 2018).

 4.2

 Tax Benefit Preservation Plan, dated February 26, 2021 (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on March 4, 2021).

 10.1

 Assignment of Name (incorporated by reference to Exhibit 10.6 to the Company's Current Report on Form 8-K filed on October 6, 2009).

 10.2

 Form of Subscription Agreement, dated November 13, 2018 (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed on November 14, 2018).

 10.3

 Employment Agreement, by and between FitLife Brands, Inc. and Patrick Ryan, dated June 13, 2019 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on June 18, 2019).

 10.4

 2019 Omnibus Incentive Plan (incorporated by reference to Appendix A to the Definitive Proxy Statement on Schedule 14A filed on July 12, 2019).

 10.5

 Revolving Line of Credit Agreement, dated as of September 24, 2019, between the Company and Mutual of Omaha Bank (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on September 26, 2019).

 10.6

 Note Payable Agreement by and between FitLife Brands, Inc. and CIT Bank, N.A. dated April 27, 2020 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on May 1, 2020).

 10.7

 Amended and Restated Credit Agreement, dated February 23, 2023, between FitLife Brands Inc., and First Citizens Bank (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed March 1, 2023).

 10.8

 Term Note, dated February 23, 2023, issued by FitLife Brands, Inc., to First Citizens Bank (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed March 1, 2023).

 10.9

 Security Agreement, dated February 23, 2023, among FitLife Brands, Inc., NDS Nutrition Products, Inc., iSatori, Inc., 1000374984 Ontario, Inc., and First Citizens Bank (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed March 1, 2023).

 10.10

 Guaranty Agreement, dated February 23, 2023, among NDS Nutrition Products, Inc., iSatori, Inc., 1000374984 Ontario, Inc., and First Citizens Bank (incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K filed March 1, 2023).

 10.11

 Asset Purchase and Sale Agreement by and between MusclePharm Corporation and FitLife Brands, Inc., dated September 7, 2023 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on September 27, 2023).

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 10.12

 Second Amended and Restated Credit Agreement, dated October 10, 2023, by and between FitLife Brands, Inc., and First Citizens Bank (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on October 13, 2023).

 10.13

 Term B Note, dated October 10, 2023, issued by FitLife Brands, Inc., to First Citizens Bank (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on October 13, 2023).

 10.14

 Reaffirmation of Guaranty, dated October 10, 2023, by NDS Nutrition Products, Inc., iSatori, Inc., 1000374984 Ontario Inc., and Mimi's Rock Corp., to and in favor of First Citizens Bank & Trust Company (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed on October 13, 2023).

 10.15

 Arrangement Agreement among FitLife Brands Inc., 1000374984 Ontario Inc., and Mimi's Rock Corp, dated December 4, 2022 (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed on December 8, 2022).

 14.1**

 FitLife Brands, Inc. Code of Business Conduct and Ethics.

 16.3

 Letter from Weaver and Tidwell, LLP dated October 17, 2022 (incorporated by reference to Exhibit 16.1 to the Company's Current Report on Form 8-K filed October 18, 2022).

 21*

 List of Subsidiaries.

 23.1**

 Consent of Weinberg & Company, PA, Independent Registered Public Accounting Firm

 31.1**

 Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act.

 31.2**

 Certification of Principal Financial and Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act.

 32.1*

 Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act.

 101.INS*

 101.SCH*

 101.CAL*

 101.DEF*

 101.LAB*

 101.PRE*

 104*

 *

 Previously filed in Original Filing.

 **

 Filed herewith.

 ITEM 16. FORM 10-K SUMMARY

 None.

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 SIGNATURES

 In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, there unto duly authorized.

 Registrant

 FitLife Brands, Inc.

 Date: April 22, 2024

 By: /s/ Dayton Judd

 Dayton Judd

 Chief Executive Officer (Principal Executive Officer)

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