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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): June 13, 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) ☐
Securities registered pursuant to Section 12(b) of the Exchange
Act: None
Securities registered pursuant to Section 12(g) of the Exchange
Act:
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Title of each
class
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Trading
Symbol(s)
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Name of each
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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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 1.01 Entry into a Material
Definitive Agreement.
See
Item 5.02.
Item 5.02 Departure of
Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain
Officers.
On June
13, 2019, FitLife Brands, Inc. (the “Company”) and Patrick Ryan, the
Company’s Chief Retail Officer, entered into a new employment
agreement, pursuant to which Mr. Ryan will continue to serve as the
Company’s
Chief Retail Officer for a period of three years, commencing June
7, 2019 (the “Employment
Agreement”). Pursuant to the terms and conditions of
the Employment Agreement, Mr. Ryan is entitled to received the
following compensation as consideration for his services to the
Company: (i) an annual base salary of $125,000 per year, which
shall increase to $130,000 per year effective on the first
anniversary of the Employment Agreement, and to $135,000 per year
effective on the second anniversary of the Employment Agreement;
(ii) commissions on a monthly basis in arrears in an amount equal
to 2.5% of the adjusted gross profit from the sale of franchise
exclusive products, less certain expenses and costs, related to the
sale of franchise exclusive products to both domestic and
international locations, as determined in good faith by Company;
(iii) an annual cash bonus, in an amount to be determined by the
compensation committee of the Company’s Board, in its sole
discretion, on an annual basis; and (iv) reimbursement for any
out-of-pocket expenses reasonably incurred by Mr. Ryan in
connection with the performance of his duties. Mr. Ryan will also
will also be entitled to participate in such life insurance,
disability, medical, dental, stock plans, retirement plans and
other programs as may be made generally available from time to time
by the Company for the benefit of similarly situated employees or
its employees generally. In addition, pursuant to the terms and
conditions of the Employment Agreement, Mr. Ryan shall be subject
to certain non-competition and non-solicitation provisions for a
period of one year following his termination for any
reason.
The
foregoing description of the Employment Agreement does not purport
to be complete and is qualified, in its entirety, by reference to
the full text of the Employment Agreement, attached to this Current
Report on Form 8-K as Exhibit 10.1 and incorporated by reference
herein.
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:
June 18, 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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Employment Agreement, by and between FitLife Brands, Inc. and
Patrick Ryan, dated June 13, 2019
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