FitLife Brands, Inc. Annual Report (Amendment No. 1) – Investor Analysis

Key Highlights from the Report

• This document is Amendment No. 1 to the Form 10-K for the fiscal year ended December 31, 2025, originally filed on March 31, 2026.
• The amendment provides additional disclosures required by Items 10–14 of Part III, including details on directors, executive compensation, security ownership, related party transactions, and principal accountant fees.
• No other changes have been made to the original filing except as described in this Amendment.

Potentially Price-Sensitive Information

• Public Float: As of June 30, 2025, the public float was \$50,749,000.
• Shares Outstanding: As of April 21, 2026, there were 9,391,072 shares of common stock issued and outstanding.
• Share Ownership Concentration:
  • Dayton Judd (Chair and CEO): Owns 5,831,058 shares, representing a significant majority of outstanding shares.
  • All officers and directors (nine persons): Own collectively 6,273,497 shares.
  • Askeladden Capital Management, LLC: Owns 498,041 shares (5.3% of total).
  • Other executives and directors hold smaller stakes, with notable figures: Ryan Hansen (226,878 shares), Jakob York (32,968), Jenna Sinnett (15,200), Grant Dawson (158,000), Matthew Lingenbrink (8,800), Seth Yakatan (593), Shannon Pappas (0), and Patrick Ryan (0).
• Executive Compensation:
  • Dayton Judd (CEO): Salary: \$398,000 (2024), Stock Awards: \$318,317.
  • Jakob York (CFO): Salary: \$219,615 (2024).
• Equity Compensation Plan: 804,266 securities are available for issuance under approved plans. Weighted average exercise price for outstanding options is \$3.88 per share.
• Principal Accountant Fees: Audit fees for the year amounted to \$236,000.
• Insider Trading Policy & Code of Ethics: The company has adopted both, and they are publicly available as exhibits. The Insider Trading Policy is designed to prevent unauthorized disclosures and promote compliance with regulations and NASDAQ standards.
• Section 16(a) Compliance: All necessary filings were made in a timely manner except for one late Form 5 by director Seth Yakatan.
• No Related Party Transactions: The report confirms there were no transactions between the company and its directors, executives, or related persons during 2025.
• ICFR Auditor Attestation: The company did not have an attestation to its internal control over financial reporting by its registered public accounting firm, which may be relevant for investor risk assessment.

Corporate Governance and Controls

• The Nominating and Corporate Governance Committee is composed of independent directors, compliant with Sarbanes-Oxley and SEC rules.
• The company has robust disclosure controls and procedures and has evaluated their effectiveness.
• Certifications from CEO and CFO are attached, affirming review and accuracy of the report and financial statements.

Other Noteworthy Disclosures

• No arrangements known to result in a change of control of the company.
• No restatements or corrections of errors in financial statements were made in this filing.
• No equity grants to executive officers during any period surrounding the disclosure of material non-public information.
• All exhibits, including governance documents, trading policies, and subsidiary lists, are available for investor review.

Summary and Implications for Investors

• The concentration of share ownership, particularly by CEO Dayton Judd, means that corporate control is highly centralized. This is a material fact for minority shareholders, as it may affect governance, voting outcomes, and takeover possibilities.
• The lack of related party transactions, timely regulatory filings, and robust governance policies indicate strong compliance and transparency, which may be viewed positively by investors.
• The absence of ICFR auditor attestation and the late Form 5 filing may be flagged as minor governance risks.
• There are no disclosures of material adverse events, restatements, or changes in control, suggesting business as usual. However, the high public float and available shares for issuance under equity plans could affect future dilution and share price.

Disclaimer

This article is based on publicly available information from FitLife Brands, Inc.’s Form 10-K/A for the fiscal year ended December 31, 2025. It is intended for informational purposes only and does not constitute investment advice or a recommendation to buy or sell any securities. Readers should conduct their own due diligence and consult with a financial advisor prior to making any investment decisions.

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