FitLife Brands, Inc. (OTCMKTS:FTLF) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
See Item 2.03.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
On December 26, 2018, FitLife Brands, Inc. (the “Company”) issued a line of credit promissory note to Sudbury Capital Fund, LP (“Sudbury”) in the principal amount of $600,000 (the “Sudbury Note”), with an initial advance to the Company in the amount of $300,000. In addition, on December 26, 2018, the Company also issued a promissory note to Dayton Judd, in the principal amount of $200,000 (the “Judd Note”) (together with the Sudbury Note, the “Notes”). All amounts due and payable under the terms of the Notes are guaranteed by the Company’s wholly-owned subsidiaries, NDS Nutrition Products, Inc. and iSatori, Inc. (together, the “Subsidiaries”). The Notes mature on the earlier to occur of a Change in Control of the Company, as defined in the Notes, or December 31, 2019, and require monthly principal and interest payments beginning April 1, 2019, with a final payment of unpaid principal and interest due December 31, 2019. The Notes bear interest at 9.00% annually. Interest due under the terms of the Notes are paid in cash or, up to and including March 31, 2019, can be accrued and added to the outstanding principal and accrued interest due and payable under the terms of the Notes. Proceeds from the sale of the Notes, including existing cash balances, were used to retire all outstanding indebtedness under the terms of a merchant agreement, dated December 15, 2017, by and between the Subsidiaries and Compass Bank, d/b/a Commercial Billing Service, totalling approximately $590,000 at December 26, 2018. Dayton Judd, the Company’s Chief Executive Officer and Chairman of the Board of Directors of the Company, is affiliated with Sudbury. The Notes were approved by the independent members of the Board of Directors.
The foregoing description of the Notes are qualified in their entirety by reference to the full text of the Sudbury Note and Judd Note, copies of which are attached hereto as Exhibit 10.1 and 10.2, respectively.
Item 9.01 Financial Statements and Exhibits.
See Exhibit Index.
FITLIFE BRANDS, INC. Exhibit
EX-10 2 ex10-12262018_031207.htm ex10-12262018_031207.htm THIS PROMISSORY NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,…
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About FitLife Brands, Inc. (OTCMKTS:FTLF)
FitLife Brands, Inc. is a provider of nutritional supplements for health conscious consumers marketed under the brand names, such as NDS Nutrition Products (NDS) (www.ndsnutrition.com), PMD (www.pmdsports.com), SirenLabs (www.sirenlabs.com), CoreActive (www.coreactivenutrition.com) and Metis Nutrition (www.metisnutrition.com) (together, NDS Products). The Company’s product portfolio also includes brands, including iSatori (www.isatori.com), CT Fletcher, BioGenetic Laboratories, and Energize (together, iSatori Products). The NDS Products are distributed principally through franchised General Nutrition Centers, Inc. (GNC) stores located both domestically and internationally, and, with the addition of Metis Nutrition, through corporate GNC stores in the United States. The iSatori Products are sold through approximately 25,000 retail locations, which include specialty, mass and online. Its iSatori Products are sold through iSatori, Inc., which is a subsidiary of the Company.
