| Item 1. | |
| (a) | Name of issuer:
FITLIFE BRANDS, INC. |
| (b) | Address of issuer's principal executive offices:
5214 S. 136TH STREET, OMAHA, NEBRASKA, 68137 |
| Item 2. | |
| (a) | Name of person filing:
This statement is being jointly filed by and on behalf of each of Askeladden Capital Management, LLC, a Texas limited liability company ('Askeladden') and Samir Patel.
The separately managed accounts on behalf of investment advisory clients ('Managed Accounts') of Askeladden are the record and direct beneficial owners of the securities covered by this statement. As the investment adviser to the Managed Accounts, Askeladden may be deemed to beneficially own the securities covered by this statement. Mr. Patel is the Member of, and may be deemed to beneficially own securities owned by, Askeladden.
Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.
Each reporting person may be deemed to be a member of a group with respect to the issuer or securities of the issuer for the purposes of Section 13(d) or 13(g) of the Act. Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the issuer or otherwise with respect to the issuer or any securities of the issuer or (ii) a member of any group with respect to the issuer or any securities of the issuer.
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| (b) | Address or principal business office or, if none, residence:
1452 Hughes Road, Suite 200 #582, Grapevine, Texas 76051 |
| (c) | Citizenship:
See Item 4 on the cover page(s) hereto. |
| (d) | Title of class of securities:
Common Stock, Par Value $0.01 Per Share |
| (e) | CUSIP No.:
33817P306 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership |
| (a) | Amount beneficially owned:
See Item 9 on the cover page(s) hereto. |
| (b) | Percent of class:
The percentage calculated in Item 11 is based on 4,598,241 shares of Common Stock outstanding as of November 13, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, and as filed with the SEC on November 14, 2024. |
| (c) | Number of shares as to which the person has:
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| | (i) Sole power to vote or to direct the vote:
See Item 5 on the cover page(s) hereto.
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| | (ii) Shared power to vote or to direct the vote:
See Item 6 on the cover page(s) hereto.
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| | (iii) Sole power to dispose or to direct the disposition of:
See Item 7 on the cover page(s) hereto.
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| | (iv) Shared power to dispose or to direct the disposition of:
See Item 8 on the cover page(s) hereto.
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(c)