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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): September 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))
Securities registered pursuant to Section 12(b) 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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None
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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 4.01 Change in Registrant’s Certifying
Accountant.
(a)
Dismissal of Independent Registered Public Accounting
Firm
On September 11, 2019, the Audit Committee
(“Audit
Committee”) of the Board
of Directors (the “Board”)
of FitLife Brands, Inc. (the “Company”)
concluded a review process of independent registered public
accounting firms. As a result of this process and following careful
deliberation, the Audit Committee recommended and the Board
approved the dismissal of Weinberg & Company
(“Weinberg”)
as the Company’s independent registered public accounting
firm for the year ending December 31, 2019.
The reports of Weinberg regarding the Company’s financial
statements for the fiscal years ended December 31, 2017 and 2018
did not contain an adverse opinion or disclaimer of opinion and
were not modified as to uncertainty, scope, or accounting
principles. During the Company’s fiscal years ended December
31, 2017 and 2018, and the subsequent interim period through June
30, 2019, there were (i) no disagreements with Weinberg on any
matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements, if
not resolved to the satisfaction of Weinberg would have caused
Weinberg to make reference to the subject matter of disagreements
in connection with its report; and (ii) no “reportable
events” as such term is defined in Item 304(a)(1)(v) on
Regulation S-K.
The Company provided Weinberg with a copy of the foregoing
disclosures it is making in this Current Report on Form 8-K and
requested that Weinberg furnish the Company with a letter addressed
to the Securities and Exchange Commission indicating whether
Weinberg agrees with such disclosures. A copy of this letter, dated
September 17, 2019 is filed herewith as Exhibit 16.1.
(b)
Engagement of New Certifying Accountant
Effective September 13, 2019, the Company engaged Weaver and
Tidwell, L.L.P. (“Weaver”)
as its independent registered public accounting firm for the fiscal
year ended December 31, 2019.
During the years ended December 31, 2017 and 2018 and through
September 13, 2019 (the date Weaver was appointed), the Company did
not consult Weaver with respect to the application of accounting
principles to a specified transaction, either completed or
proposed, or the type of audit opinion that might be rendered on
the Company’s Consolidated Financial Statements, or any other
matters or reportable events as defined in Item 304(a)(2)(i) and
(ii) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit Number
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Description
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Letter
from Weinberg to the Securities and Exchange Commission, dated
September 17, 2019.
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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:
September 17, 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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