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What changed in FITLIFE BRANDS, INC.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of FITLIFE BRANDS, INC.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+188 added−199 removedSource: 10-K (2026-03-31) vs 10-K (2025-03-27)

Top changes in FITLIFE BRANDS, INC.'s 2025 10-K

188 paragraphs added · 199 removed · 145 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

73 edited+22 added−8 removed174 unchanged
Biggest changeWe are currently dependent on sales to GNC for a significant portion of our sales. Sales to GNC’s centralized distribution platform, including indirect distribution of product to domestic and international franchisees, accounted for approximately 23% and 33% of our total sales for the years ended December 31, 2024 and 2023, respectively. GNC’s franchisees are not required to carry our products.
Biggest changeSales to GNC’s centralized distribution platform, including indirect distribution of product to domestic and international franchisees, accounted for approximately 14% and 23% of our total sales for the years ended December 31, 2025 and 2024, respectively, although we anticipate that the percentage of sales to GNC to continue to decrease in the fiscal year ending December 31, 2026 due to the acquisition of Irwin and the recognition of a full year of sales attributable to those brands.
(the “ Company ”) is a provider of innovative and proprietary nutritional supplements and wellness products for health-conscious consumers marketed under the following brand names: (i) NDS Nutrition, PMD Sports, SirenLabs, Core Active, Nutrology, and Metis Nutrition (together, “ NDS Products ”); (ii) iSatori, BioGenetic Laboratories, and Energize (together, the " iSatori Products "); (iii) Dr.
(the “ Company ”) is a provider of innovative and proprietary nutritional supplements and wellness products for health-conscious consumers marketed under the following brand names: (i) NDS Nutrition, PMD Sports, SirenLabs, Core Active, Nutrology, and Metis Nutrition (together, the “ NDS Products ”); (ii) iSatori, BioGenetic Laboratories, and Energize (together, the " iSatori Products "); (iii) Dr.
The FDA is generally prohibited from regulating active ingredients in dietary supplements as drugs unless the product makes claims in violation of DSHEA, such as claims that a product may heal, mitigate, cure or prevent an illness, disease or malady, trigger drug status.
The FDA is generally prohibited from regulating active ingredients in dietary supplements as drugs unless the product makes claims in violation of DSHEA, such as claims that a product may heal, mitigate, cure or prevent an illness, disease or malady, or trigger drug status.
NDS Products The Company’s NDS Products consist of the following brands: ● NDS – Premium weight loss, sports nutrition, and general health products; ● PMD – Premium sports nutrition products; ● SirenLabs – Premium weight loss and sports nutrition products; ● Nutrology – Sports nutrition and general wellness products with an emphasis on natural, vegan, and organic ingredients; ● Metis Nutrition – Premium male health and weight loss products; and ● Core Active Nutrition – Value-oriented sports nutrition and weight loss products. iSatori Products The Company’s iSatori Products consist of the following brands: ● Energize – Energy products designed to boost energy through a combination of time-released caffeine, vitamins, and herbal formulations; ● iSatori – High-quality weight loss and sports nutrition products; and ● BioGenetic Laboratories – Value-oriented weight loss and general health products.
NDS Products The Company’s NDS Products consist of the following brands: ● NDS – Premium weight loss, sports nutrition, and general health products; 2 ● PMD – Premium sports nutrition products; ● SirenLabs – Premium weight loss and sports nutrition products; ● Nutrology – Sports nutrition and general wellness products with an emphasis on natural, vegan, and organic ingredients; ● Metis Nutrition – Premium male health and weight loss products; and ● Core Active Nutrition – Value-oriented sports nutrition and weight loss products. iSatori Products The Company’s iSatori Products consist of the following brands: ● Energize – Energy products designed to boost energy through a combination of time-released caffeine, vitamins, and herbal formulations; ● iSatori – High-quality weight loss and sports nutrition products; and ● BioGenetic Laboratories – Value-oriented weight loss and general health products.
If we are unable to maintain our pricing by, among other strategies, using social media and digital media platforms effectively to advertise our products, our business, financial condition, results of operations and cash flows could be adversely affected. - 8 - A substantial portion of our revenue is from sales of products on Amazon ’ s U.S.
If we are unable to maintain our pricing by, among other strategies, using social media and digital media platforms effectively to advertise our products, our business, financial condition, results of operations and cash flows could be adversely affected. A substantial portion of our revenue is from sales of products on Amazon ’ s U.S.
Any of these consequences could have a material adverse effect on our business, financial condition, results of operations and cash flows. Our products may not meet health and safety standards or could become contaminated. We do not have control over the third parties involved in the manufacturing of our products and their compliance with government health and safety standards.
Any of these consequences could have a material adverse effect on our business, financial condition, results of operations and cash flows. 14 Our products may not meet health and safety standards or could become contaminated. We do not have control over the third parties involved in the manufacturing of our products and their compliance with government health and safety standards.
Judd’s position as Chair of the Board and Chief Executive Officer, he and/or Sudbury may have the ability to exert influence over both the actions of the Board of Directors, as well as the execution of management’s plans. - 18 - Compliance with changing corporate governance regulations and public disclosures may result in additional risks and exposures.
Judd’s position as Chair of the Board and Chief Executive Officer, he and/or Sudbury may have the ability to exert influence over both the actions of the Board of Directors, as well as the execution of management’s plans. Compliance with changing corporate governance regulations and public disclosures may result in additional risks and exposures.
If we fail to effectively manage our growth, our business, financial condition, results of operations and cash flows could be materially harmed. Unfavorable economic conditions, including high inflation, recessions and other macroeconomic conditions or trends may have an adverse impact on our business, financial results, and prospects.
If we fail to effectively manage our growth, our business, financial condition, results of operations and cash flows could be materially harmed. 11 Unfavorable economic conditions, including high inflation, recessions and other macroeconomic conditions or trends may have an adverse impact on our business, financial results, and prospects.
These restrictions include compliance with, or maintenance of, certain financial tests and ratios and may limit or prohibit our ability to, among other things: borrow money or guarantee debt; create liens; pay dividends on or redeem or repurchase stock or other securities; make investments and acquisitions; enter into new lines of business; enter into transactions; and sell assets or merge with other companies. - 14 - Various risks, uncertainties and events beyond our control could affect our ability to comply with these restrictions and covenants.
These restrictions include compliance with, or maintenance of, certain financial tests and ratios and may limit or prohibit our ability to, among other things: borrow money or guarantee debt; create liens; pay dividends on or redeem or repurchase stock or other securities; make investments and acquisitions; enter into new lines of business; enter into transactions; and sell assets or merge with other companies. 12 Various risks, uncertainties and events beyond our control could affect our ability to comply with these restrictions and covenants.
We are also subject to a variety of other regulations in the U.S., including those relating to bioterrorism, taxes, labor and employment, import and export, the environment, and intellectual property.
We are also subject to a variety of other regulations in the U.S., including those relating to bioterrorism, taxes, labor and employment, import and export, tariffs, the environment, and intellectual property.
If the FDA determines that a particular statement of nutritional support is an unacceptable drug claim or an unauthorized version of a disease claim for a food product, or if the FDA determines that a particular claim is not adequately supported by existing scientific data or is false or misleading, we will be prevented from using the claim.
If the FDA determines that a particular statement of nutritional support is an unacceptable drug claim or an unauthorized version of a disease claim for a food product, or if the FDA determines that a particular claim is not adequately supported by existing scientific data or is false or misleading, we will be prevented from making the claim.
The Company currently markets more than 100 different NDS Products to approximately 700 GNC franchise locations located in the United States, as well as to additional franchise locations in other countries, most of which are distributed through GNC’s distribution system.
The Company currently markets more than 100 different NDS Products to approximately 600 GNC franchise locations located in the United States, as well as to additional franchise locations in other countries, most of which are distributed through GNC’s distribution system.
There can be no assurance that he will continue to be employed by us for a particular period of time. The loss of Mr. Judd or and other executive officer or key personnel could harm our business, financial condition, cash flow and results of operations. We have not purchased any insurance policies with respect to Mr.
There can be no assurance that he will continue to be employed by us for a particular period of time. The loss of Mr. Judd, other executive officers, key personnel, or a combination of the three, could harm our business, financial condition, cash flow and results of operations. We have not purchased any insurance policies with respect to Mr.
In the event GNC ceases purchasing products from us, or otherwise reduces its purchases, our total revenue will be negatively impacted, and such impact could be material. Moreover, the transition to GNC’s centralized distribution system had the effect of concentrating a significant portion of our accounts receivable with a single payor.
GNC’s franchisees are not required to carry our products. In the event GNC ceases purchasing products from us, or otherwise reduces its purchases, our total revenue will be negatively impacted, and such impact could be material. Moreover, the transition to GNC’s centralized distribution system had the effect of concentrating a significant portion of our accounts receivable with a single payor.
Any of these events could have an adverse effect on our business, financial condition, results of operations and cash flows. - 13 - Trade policies, treaties and tariffs could have a material adverse effect on our business.
Any of these events could have an adverse effect on our business, financial condition, results of operations and cash flow. Trade policies, treaties and tariffs could have a material adverse effect on our business.
These factors, along with other internal and external factors, could have a significant negative impact on our fair value determination, which could then result in a material impairment charge recorded in our results of operations. No impairments were recorded in the years ended December 31, 2024 or 2023.
These factors, along with other internal and external factors, could have a significant negative impact on our fair value determination, which could then result in a material impairment charge recorded in our results of operations. No impairments were recorded in the years ended December 31, 2025 or 2024. However, we could have impairments in the future.
We completed the acquisition of Mimi’s Rock Corp. on February 28, 2023 and the acquisition of substantially all of the assets of MusclePharm on October 10, 2023. From time to time, we may evaluate and pursue additional potential acquisitions or other strategic transactions.
We completed the acquisition of Mimi’s Rock Corp. on February 28, 2023, the acquisition of substantially all of the assets of MusclePharm on October 10, 2023 and the acquisition of substantially all of the assets of Irwin on August 8, 2025. From time to time, we may evaluate and pursue additional potential acquisitions or other strategic transactions.
Management is committed to continue to work collaboratively with GNC and its franchisees to build on our established track record of innovation and operational performance. iSatori Products iSatori Products are distributed directly to consumers through the Company's own websites and through other e-commerce platforms such as Amazon , as well as through the specialty, drug and mass-market distribution channels.
Management is committed to work collaboratively with GNC and its franchisees to build on our established track record of innovation and operational performance. iSatori Products iSatori Products are distributed directly to consumers through the Company's own websites and through other e-commerce platforms such as Amazon , as well as through the specialty retail and drugstore distribution channels.
Approximately 66% of our total sales during the year ended December 31, 2024 were through Amazon’s U.S. marketplace, while all other sales through e-commerce channels contributed approximately 2% of our total sales.
Approximately 49% of our total sales during the year ended December 31, 2025 were through Amazon’s U.S. marketplace, while all other sales through e-commerce channels contributed approximately 2% of our total sales.
However, a number of factors with respect to the nutritional supplement industry could negatively impact the demand for our products. Additionally, low-carbohydrate products, liquid meal replacements, GLP-1 and other pharmaceutical products, or similar competing products could affect the market for certain categories of supplements. All these factors could have a negative impact on our sales growth.
However, a number of factors with respect to the nutritional supplement industry could negatively impact the demand for our products. Additionally, low-carbohydrate products, liquid meal replacements, GLP-1 and other pharmaceutical products, or similar competing products could affect the market for certain categories of supplements.
MusclePharm’s products are distributed via wholesale customers as well as directly to end consumers through the Company’s own websites and through other e-commerce platforms, including Amazon.
MRC Products MRC Products are distributed primarily on Amazon, as well as through the Company’s own websites and other e-commerce platforms. 4 MusclePharm Products MusclePharm’s products are distributed via wholesale customers as well as directly to end consumers through the Company’s own websites and through other e-commerce platforms, including Amazon.
We consider our employee relations to be good. Cost of Compliance with Environmental Laws We have not incurred any costs associated with compliance with environmental regulations, nor do we anticipate any future costs associated with environmental compliance; however, no assurance can be given that we will not incur such costs in the future.
Cost of Compliance with Environmental Laws We have not incurred any costs associated with compliance with environmental regulations, nor do we anticipate any future costs associated with environmental compliance; however, no assurance can be given that we will not incur such costs in the future.
Accordingly, an amount equal to the par value of the additional shares issued in the stock split was reclassified from additional paid-in capital in excess of par value to Common Stock. Industry Overview We compete principally in the nutrition industry.
The shares of Common Stock retain a par value of $0.01 per share. Accordingly, an amount equal to the par value of the additional shares issued in the stock split was reclassified from additional paid-in capital in excess of par value to Common Stock. Industry Overview We compete principally in the nutrition industry.
SHOULD ONE OR MORE OF THE FOREGOING RISKS OR UNCERTAINTIES MATERIALIZE, OR SHOULD THE UNDERLYING ASSUMPTIONS PROVE INCORRECT, ACTUAL RESULTS MAY DIFFER SIGNIFICANTLY FROM THOSE ANTICIPATED, BELIEVED, ESTIMATED, EXPECTED, INTENDED OR PLANNED.
SHOULD ONE OR MORE OF THE FOREGOING RISKS OR UNCERTAINTIES MATERIALIZE, OR SHOULD THE UNDERLYING ASSUMPTIONS PROVE INCORRECT, ACTUAL RESULTS MAY DIFFER SIGNIFICANTLY FROM THOSE ANTICIPATED, BELIEVED, ESTIMATED, EXPECTED, INTENDED OR PLANNED. ITEM 1B. UNRESOLVED STAFF COMMENTS None.
However, we could have impairments in the future. - 15 - Unsuccessful implementation of business strategies to reduce costs, or unintended consequences of the implementation of such strategies, may adversely affect our business, financial condition, results of operations and cash flows. Many of our costs, such as freight, raw materials and energy, are outside of our control.
Unsuccessful implementation of business strategies to reduce costs, or unintended consequences of the implementation of such strategies, may adversely affect our business, financial condition, results of operations and cash flows. Many of our costs, such as freight, raw materials and energy, are outside of our control.
As of December 31, 2024, we had approximately $13.0 million in aggregate principal amount of total debt, and we may incur additional indebtedness to fund future acquisitions.
As of December 31, 2025, we had approximately $44.7 million in aggregate principal amount of total debt, and we may incur additional indebtedness to fund future acquisitions.
Future outbreaks of COVID-19 or other illnesses could have a material adverse impact on us in the future. The coronavirus (“ COVID-19 ”) pandemic had a material impact on global supply chains, including for certain raw materials imported from China, among other countries, and this impacted our third-party suppliers and our wholesale partners.
The coronavirus (“ COVID-19 ”) pandemic had a material impact on global supply chains, including for certain raw materials imported from China, among other countries, and this impacted our third-party suppliers and our wholesale partners.
While we cannot assure that such measures will mitigate the potential impact of competitive products, we believe our continued emphasis on innovation and new product development targeted at the needs of the consumer will enable the Company to effectively compete in the marketplace.
Patent and trademark applications that protect brands, product names, and new technologies are pursued whenever possible. While we cannot assure that such measures will mitigate the potential impact of competitive products, we believe our continued emphasis on innovation and new product development targeted at the needs of the consumer will enable the Company to effectively compete in the marketplace.
We may issue Preferred Stock with rights senior to the Common Stock. Our Articles of Incorporation authorize the issuance of up to 10 million shares of preferred stock, par value $0.01 per share (" Preferred Stock "), in the aggregate.
Our Articles of Incorporation authorize the issuance of up to 10 million shares of preferred stock, par value $0.01 per share (" Preferred Stock "), in the aggregate.
We introduced a total of 23 new products during the year ended December 31, 2024, which included 19 completely new products and 4 product reformulations and flavor extensions, and we introduced a total of 18 new products during the year ended December 31, 2023, which included 6 completely new products and 12 product reformulations and flavor extensions.
We introduced a total of 36 new products during the year ended December 31, 2025, which included 20 completely new products and 16 product reformulations and flavor extensions, and we introduced a total of 23 new products during the year ended December 31, 2024, which included 19 completely new products and 4 product reformulations and flavor extensions.
Product sold to GNC may be returned from corporate store shelves or the distribution centers in the event the product is damaged, short dated, expired or recalled. GNC maintains a customer satisfaction program that allows customers to return product to the store for credit or refund.
Product sold to certain wholesale customers may be returned from corporate store shelves or the distribution centers in the event the product is damaged, short dated, expired or recalled. Certain wholesale customers maintain customer satisfaction programs that allow customers to return product to the store for credit or refund.
The Company believes that protecting such intellectual property is crucial to its business strategy. The Company pursues registration of the registrable trademarks, service marks and patents, associated with its key products in the United States, Canada, Europe and other places it distributes its products. The Company formulates its products using proprietary ingredient formulations, flavorings and delivery systems.
The Company pursues registration of the registrable trademarks, service marks and patents, associated with its key products in the United States, Canada, Europe and other places it distributes its products. The Company formulates its products using proprietary ingredient formulations, flavorings and delivery systems.
Moreover, unilateral decisions could be taken by our distributors or customers to discontinue all or any of our products that they are carrying or selling at any time, which would cause our business to suffer.
We may not be able to successfully increase sales through these channels. Moreover, unilateral decisions could be taken by our distributors or customers to discontinue all or any of our products that they are carrying or selling at any time, which would cause our business to suffer.
The market price of the securities of a company can be subject to wide price swings. For example, the closing price of our Common Stock has ranged from a high of $17.50 to a low of $9.60 during the year ending December 31, 2024.
The market price of the securities of a company can be subject to wide price swings. For example, the closing price of our Common Stock has ranged from a high of $20.76 to a low of $10.40 during the year ending December 31, 2025.
We are committed to meeting or exceeding the standards set by the FDA and we currently operate in compliance with all GMPS. - 6 - The FDA regulates the labeling and marketing of dietary supplements and nutritional products, including the following: ● the identification of dietary supplements or nutritional products and their nutrition and ingredient labeling; ● requirements related to the wording used for claims about nutrients, health claims, and statements of nutritional support; ● labeling requirements for dietary supplements or nutritional products for which “high potency” and “antioxidant” claims are made; ● notification procedures for statements on dietary supplements or nutritional products; and ● premarket notification procedures for new dietary ingredients in nutritional supplements.
The FDA regulates the labeling and marketing of dietary supplements and nutritional products, including the following: ● the identification of dietary supplements or nutritional products and their nutrition and ingredient labeling; ● requirements related to the wording used for claims about nutrients, health claims, and statements of nutritional support; ● labeling requirements for dietary supplements or nutritional products for which “high potency” and “antioxidant” claims are made; ● notification procedures for statements on dietary supplements or nutritional products; and 5 ● premarket notification procedures for new dietary ingredients in nutritional supplements.
Our marketing team regularly reviews the media mix for its effectiveness in creating consumer demand and the highest return on investment dollars. - 5 - MRC Products and MusclePharm MRC Products are distributed primarily on Amazon.
Our marketing team regularly reviews the media mix for its effectiveness in creating consumer demand and the highest return on investment dollars.
Potential difficulties we may encounter as part of the integration process include, but are not limited to, the following: employees may voluntarily or involuntarily separate from employment with us or the acquired businesses because of the acquisitions; our management may have its attention diverted while trying to integrate the acquired businesses; we may encounter obstacles when incorporating the acquired businesses into our operations and management; we may be required to recognize impairment charges; and integration may be more costly or more time consuming and complex or less effective than anticipated. - 17 - Risk Factors Relating to our Common Stock If we fail to comply with the continued listing requirements of the Nasdaq Capital Market, our Common Stock may be delisted and the price of our Common Stock and our ability to access the capital markets could be negatively impacted.
Potential difficulties we may encounter as part of the integration process include, but are not limited to, the following: employees may voluntarily or involuntarily separate from employment with us or the acquired businesses because of the acquisitions; our management may have its attention diverted while trying to integrate the acquired businesses; we may encounter obstacles when incorporating the acquired businesses into our operations and management; we may be required to recognize impairment charges; and integration may be more costly or more time consuming and complex or less effective than anticipated.
In addition, following the launch of Metis Nutrition, we distribute products through more than 1,400 corporate GNC stores in the United States. We sell iSatori Products through specialty, mass, and online retail locations. We sell the MRC Products primarily on Amazon.com (“ Amazon ”).
In addition, following the launch of Metis Nutrition, we distribute products through more than 1,300 corporate GNC stores in the United States. We sell iSatori Products through specialty, mass, and online retail locations. We sell the MRC Products primarily on Amazon. We sell MusclePharm products online directly to the end consumer as well as to wholesale partners.
In addition, the financial markets have experienced significant price and volume fluctuations for a number of reasons, including exogenous factors as well as the failure of certain companies to meet market expectations. These broad market price swings, or any industry-specific market fluctuations, may adversely affect the market price of our securities.
In addition, the financial markets have experienced significant price and volume fluctuations for a number of reasons, including exogenous factors as well as the failure of certain companies to meet market expectations.
In addition, Amazon can make changes to its platform that could require us to change the manner in which we operate, limit our ability to successfully launch new products or increase our costs to operate and such changes could have an adverse effect on our business, results of operations, financial condition and prospects.
While we endeavor to materially comply with the terms of services of the marketplaces on which we operate, we can provide no assurance that these marketplaces will have the same determination with respect to our compliance. 7 In addition, Amazon can make changes to its platform that could require us to change the manner in which we operate, limit our ability to successfully launch new products or increase our costs to operate and such changes could have an adverse effect on our business, results of operations, financial condition and prospects.
The Company distributes the MRC Products primarily online through e-commerce platforms, such as Amazon, directly to the end consumer. MusclePharm’s products are sold to both wholesale customers as well as online through various e-commerce platforms directly to the end consumer. FitLife Brands is headquartered in Omaha, Nebraska. For more information on the Company, please go to www.fitlifebrands.com.
MusclePharm’s products are sold to both wholesale customers as well as online through various e-commerce platforms directly to the end consumer. Irwin Products are sold principally through wholesale channels in mass market and health food store segments. 1 FitLife Brands is headquartered in Omaha, Nebraska. For more information on the Company, please go to www.fitlifebrands.com.
We rely on a limited number of third parties to supply and manufacture our products. Our products are manufactured on a purchase order basis only, and manufacturers can terminate their relationships with us at will.
If we are not able to ensure timely product deliveries, potential distributors and customers may not order our products, and our revenue may decrease. We rely on a limited number of third parties to supply and manufacture our products. Our products are manufactured on a purchase order basis only, and manufacturers can terminate their relationships with us at will.
Sales, Marketing and Distribution NDS Products NDS Products are sold through approximately 700 GNC franchise locations located throughout the United States. The Company also distributes NDS Products to additional franchise locations in other countries. In 2014, the Company transitioned distribution of NDS Products to GNC’s centralized distribution platform.
Sales, Marketing and Distribution NDS Products NDS Products are sold through approximately 600 GNC franchise locations located throughout the United States. The Company also distributes NDS Products to additional franchise locations in other countries. For the years ended December 31, 2025 and 2024, the majority of NDS Product sales were through GNC’s centralized distribution platform.
Further, the inability to sell our products through e-commerce platforms, including Amazon, would materially impact our sales and operating results. - 9 - In addition, although we continued efforts to expand international distribution for our products in the years ended December 31, 2024 and 2023, we cannot assure that any further efforts to sell our products outside the United States will result in material increased revenue.
In addition, although we continued efforts to expand international distribution for our products in the years ended December 31, 2025 and 2024, we cannot assure that any further efforts to sell our products outside the United States will result in material increased revenue.
Our failure to successfully add new customers, enter into new markets, expand the number of products sold through existing customers and enhance our product portfolio could have a material adverse effect on our business, financial condition, results of operations and cash flows.
Our failure to successfully add new customers, enter into new markets, expand the number of products sold through existing customers and enhance our product portfolio could have a material adverse effect on our business, financial condition, results of operations and cash flows. 9 We are currently dependent on a limited number of independent suppliers and manufacturers of our products, which may affect our ability to deliver our products in a timely manner.
Approvals or licenses may be conditioned on the reformulation of our products for a particular market or may be unavailable for certain products or product ingredients.
Approvals or licenses may be conditioned on the reformulation of our products for a particular market or may be unavailable for certain products or product ingredients. These regulations may limit our ability to enter certain markets outside the U.S.
In addition, insurance carriers may seek to rescind or deny coverage with respect to pending or future claims or lawsuits. If we do not have sufficient coverage under our policies, or if coverage is denied, we may be required to make material payments to settle litigation or satisfy any judgment.
If we do not have sufficient coverage under our policies, or if coverage is denied, we may be required to make material payments to settle litigation or satisfy any judgment.
MRC Products The Company acquired MRC on February 28, 2023. MRC is a dietary supplement and wellness company which markets and sells its products primarily on Amazon. The MRC Products include the following brands: ● Dr.
MRC Products The Company acquired MRC on February 28, 2023. MRC is a dietary supplement and wellness company that markets and sells its products primarily on Amazon. The MRC Products include the following brands: ● Dr. Tobias – General health supplements; and ● All Natural Advice and Maritime Naturals – Natural skincare and beauty products.
Product returns can and do occur from time to time and can be material. Competition The nutrition industry is highly competitive, and the Company has many competitors that sell products similar to the Company’s products. Many of the Company’s competitors have significantly greater financial and human resources than our own.
Competition The nutrition industry is highly competitive, and the Company has many competitors that sell products similar to the Company’s products. Many of the Company’s competitors have significantly greater financial and human resources than our own. The Company seeks to differentiate its products and marketing from its competitors based on product quality, benefits, and functional ingredients.
We currently are focusing our marketing efforts on increasing the sale of products to GNC, both domestically and internationally, as well as increasing the number of retailers selling MusclePharm products. In addition, we are focused on increasing our direct-to-consumer revenue through e-commerce platforms such as Amazon. We may not be able to successfully increase sales through these channels.
We currently are focusing our marketing efforts on increasing the sale of products to our wholesale customers, both domestically and internationally, as well as increasing the number of retailers selling our other brands, which represent a growing percentage of our revenue. In addition, we are focused on increasing our direct-to-consumer revenue through e-commerce platforms such as Amazon.
Any or all of these consequences could have a material adverse effect on our financial condition, results of operations and cash flows.
Any or all of these consequences could have a material adverse effect on our financial condition, results of operations and cash flows. The outcome of litigation is often difficult to predict, and the outcome of pending or future litigation may have a material adverse effect on our business, financial condition, results of operations and cash flows.
The institution of trade tariffs on raw ingredients imported by our third-party suppliers from other countries could increase our costs, which could have a negative impact on our business. We may incur substantial debt in conjunction with our M&A strategy, which could have a negative impact on our liquidity position and which could adversely affect our business.
The institution of trade tariffs on raw ingredients imported by our third-party suppliers from other countries could increase our costs, which could have a negative impact on our business.
Companies that have experienced volatility in the market price of their stock have been the subject of securities class action litigation. If we were to become the subject of securities class action litigation, it could result in substantial costs and a significant diversion of our management’s attention and resources.
If we were to become the subject of securities class action litigation, it could result in substantial costs and a significant diversion of our management’s attention and resources. We may issue Preferred Stock with rights senior to the Common Stock.
MusclePharm Products The MusclePharm assets were acquired by the Company on October 10, 2023. MusclePharm is a scientifically driven, performance lifestyle brand that develops, markets and distributes a variety of branded sports nutrition and general health products. MusclePharm products are sold to wholesale customers as well as online directly to the end consumer.
Products sold under the All Natural Advice and Maritime Naturals brand names are registered with Health Canada and under the EU Cosmetics Act. MusclePharm Products The MusclePharm assets were acquired by the Company on October 10, 2023. MusclePharm is a scientifically driven, performance lifestyle brand that develops, markets and distributes a variety of branded sports nutrition and general health products.
These changing preferences and requirements could require us to use specially sourced ingredients and packaging types that may be more difficult to source or entail a higher cost or incremental capital investment which we may not be able to pass on to customers.
These changing preferences and requirements could require us to use specially sourced ingredients and packaging types that may be more difficult to source or entail a higher cost or incremental capital investment which we may not be able to pass on to customers. 8 Consumers are increasingly shopping through e-commerce websites and mobile commerce applications, and this trend is anticipated to continue, significantly altering the retail landscape in our category.
All share and per share information throughout this Annual Report on Form 10-K have been retroactively adjusted to reflect the stock split. The shares of Common Stock retain a par value of $0.01 per share.
Stock Split On February 7, 2025, the Company effected a 2-for-1 stock split of its Common Stock and proportionately increased the number of authorized shares of Common Stock. All share and per share information throughout this Annual Report on Form 10-K have been retroactively adjusted to reflect the stock split.
If we do not maintain favorable perceptions of our products and our brands, or if we experience a loss of consumer confidence in our brands, our business, financial condition, results of operations and cash flows could be adversely impacted. - 10 - In addition, our success in maintaining and enhancing our brand image depends on our ability to anticipate change and adapt to a rapidly changing marketing and media environment, including our increasing reliance on social media and online, digital and mobile dissemination of marketing and advertising campaigns and the increasing accessibility and speed of dissemination of information.
In addition, our success in maintaining and enhancing our brand image depends on our ability to anticipate change and adapt to a rapidly changing marketing and media environment, including our increasing reliance on social media and online, digital and mobile dissemination of marketing and advertising campaigns and the increasing accessibility and speed of dissemination of information.
Subject to certain terms and restrictions, GNC may require reimbursement from vendors for unsaleable returned product through either direct payment or credit against a future invoice. We also support a product return policy for iSatori Products, MRC Products and MusclePharm whereby customers can return product for credit or refund.
Subject to certain terms and restrictions, certain wholesale customers may require reimbursement from vendors for unsaleable returned product through either direct payment or credit against a future invoice. Product returns can and do occur from time to time and can be material.
Judd or any of the member of our executive management team dies or becomes disabled, we will not receive any compensation to assist in their absence. - 12 - The success of our strategy depends on a well-defined management structure and the availability of a management team with proven competencies in the identification, acquisition and integration of complementary companies and assets.
The success of our strategy depends on a well-defined management structure and the availability of a management team with proven competencies in the identification, acquisition and integration of complementary companies and assets.
Claims that any products are ineffective, inappropriately labeled or have inaccurate instructions as to their use, could have a material adverse effect on the market demand for our products, including reducing our revenue. - 11 - The efficacy of nutritional supplement products is supported by limited conclusive clinical studies, which could result in reduced market acceptance of these products and lower revenue or lower revenue growth rates.
Claims that any products are ineffective, inappropriately labeled or have inaccurate instructions as to their use, could have a material adverse effect on the market demand for our products, including reducing our revenue.
These regulations may limit our ability to enter certain markets outside the U.S. - 7 - Patents, Trademarks and Proprietary Rights The Company regards intellectual property, including its trademarks, service marks, website URLs (domains) and other proprietary rights, as valuable assets and part of its brand equity.
Patents, Trademarks and Proprietary Rights The Company regards intellectual property, including its trademarks, service marks, website URLs (domains) and other proprietary rights, as valuable assets and part of its brand equity. The Company believes that protecting such intellectual property is crucial to its business strategy.
In addition, if the cost-saving initiatives we have implemented, or any future cost-saving initiatives, do not generate the expected cost savings and synergies, our business, financial condition, results of operations and cash flows may be adversely affected.
In addition, if the cost-saving initiatives we have implemented, or any future cost-saving initiatives, do not generate the expected cost savings and synergies, our business, financial condition, results of operations and cash flows may be adversely affected. 13 Legal and Regulatory Risks We are affected by extensive laws, governmental regulations, administrative determinations, court decisions and similar constraints, which can make compliance costly and subject us to enforcement actions by governmental agencies.
The outcome of litigation is often difficult to predict, and the outcome of pending or future litigation may have a material adverse effect on our business, financial condition, results of operations and cash flows. - 16 - Although we have product liability insurance in place, the potential liabilities associated with lawsuits and claims could be excluded from coverage or, if covered, could exceed the coverage provided by such programs.
Although we have product liability insurance in place, the potential liabilities associated with lawsuits and claims could be excluded from coverage or, if covered, could exceed the coverage provided by such programs. In addition, insurance carriers may seek to rescind or deny coverage with respect to pending or future claims or lawsuits.
All trademark registrations are protected for a period of ten years and then are renewable thereafter if still in use. Employees We had 39 and 37 full-time employees as of December 31, 2024 and 2023, respectively. In addition, the Company utilizes consultants and temporary or part-time employees for certain services on an as-needed basis.
All trademark registrations are protected for a period of ten years and then are renewable thereafter if still in use. 6 Employees We had 81 and 39 full-time employees as of December 31, 2025 and 2024, respectively, the increase in which is principally attributable to the acquisition of Irwin.
In some cases, iSatori utilizes independent brokers, who work in conjunction with iSatori’s sales employees and management to oversee the drug and mass-market channels. iSatori sells its products to mass-market merchandisers either directly or through distributors of nutritional supplement products.
In some cases, iSatori utilizes independent brokers, who work in conjunction with iSatori’s sales employees and management to oversee these channels.
We sell MusclePharm products online directly to the end consumer as well as to wholesale partners. - 3 - A complete product list is available on our website at www.fitlifebrands.com .
We sell Irwin products to mass market customers, health food stores, and online directly to the end consumer. Irwin’s largest mass market customers are CVS, Walmart, Walgreens, and Costco Canada. A complete product list is available on our website at www.fitlifebrands.com.
The Company’s common stock, par value $0.01 per share (“ Common Stock ”), trades under the symbol “FTLF” on the Nasdaq Capital Market. Recent Developments Stock Split On February 7, 2025, the Company effected a 2-for-1 stock split of its Common Stock and proportionately increased the number of authorized shares of Common Stock.
The Company’s common stock, par value $0.01 per share (“ Common Stock ”), trades under the symbol “FTLF” on the Nasdaq Capital Market.
Judd or any other executive officer in the event of the death or disability of Mr. Judd or any other executive officer. Therefore, if Mr.
Judd or any other executive officer in the event of the death or disability of Mr. Judd or any other executive officer. Therefore, if Mr. Judd or any of the member of our executive management team dies or becomes disabled, we will not receive any compensation to assist in their absence.
The GNC domestic franchise market remains a critical component of our operations.
Our sales and marketing efforts are designed to expand sales of NDS Products to additional GNC franchise locations both domestically and internationally. The GNC domestic franchise market remains a critical component of our operations.
If we are unable to attract and retain key personnel or are unable to do so in a cost-effective manner, our business may be materially and adversely affected. Financial and Economic Risks The Company was profitable during the years ended December 31, 2024 and 2023. However, we may not be able to achieve sustained profitability.
If we are unable to attract and retain key personnel or are unable to do so in a cost-effective manner, our business may be materially and adversely affected. We are currently a smaller reporting company. If we become an accelerated filer, we will be required to obtain an auditor attestation on our internal control over financial reporting.
(“ GNC ”) stores located both domestically and internationally and, with the launch of Metis Nutrition, through corporate GNC stores in the U.S. The iSatori Products are sold through retail locations, which include specialty and mass, as well as online directly to the end consumer.
The iSatori Products are sold through retail locations, which include specialty and mass market retailers, as well as online directly to the end consumer. The Company distributes the MRC Products primarily online through e-commerce platforms, such as Amazon.com (“ Amazon ”), directly to the end consumer.
We believe MusclePharm’s brand recognition attracts a large and engaged customer base consisting of athletes and other active individuals. - 4 - Manufacturing, Sourcing and Availability of Raw Materials All of the Company’s products are manufactured by FDA-regulated contract manufacturers within the United States.
MusclePharm products are sold to wholesale customers as well as online directly to the end consumer. We believe MusclePharm’s brand recognition attracts a large and engaged customer base consisting of athletes and other active individuals. Irwin Products On August 8, 2025, the Company acquired substantially all of the assets and assumed certain liabilities of Irwin.
( “ MRC ”) on February 28, 2023 (together, the “ MRC Products "); and (iv) MusclePharm, which was acquired on October 10, 2023 as a result of the acquisition of substantially all of the assets of MusclePharm Corporation (“ MusclePharm ”). - 2 - The Company distributes the NDS Products principally through franchised General Nutrition Centers, Inc.
Tobias, All Natural Advice, and Maritime Naturals (together, the “ MRC Products "); (iv) MusclePharm; and (v) Irwin Naturals, Applied Nutrition, and Nature’s Secret (together, the “ Irwin Products ”). The Company distributes the NDS Products principally through franchised General Nutrition Centers, Inc. (“ GNC ”) stores located both domestically and internationally.
Removed
Tobias, All Natural Advice, and Maritime Naturals, each acquired as a result of the acquisition of Mimi’s Rock Corp.
Added
Recent Acquisition On August 8, 2025, the Company acquired substantially all of the assets and assumed certain liabilities of Irwin Naturals and its related affiliates (“ Irwin ”) through an asset purchase transaction under Section 363 of the U.S. Bankruptcy Code. Total consideration for the acquisition was $42.5 million.
Removed
Tobias – General health supplements; ● All Natural Advice – Natural skincare and beauty products; and ● Maritime Naturals – Natural skincare and beauty products. Products sold under the All Natural Advice and Maritime Naturals brand names are registered with Health Canada and under the EU Cosmetics Act.
Added
Of this amount, $29.75 million was funded using proceeds from a new term loan provided by First-Citizens Bank & Trust Company (the “ Bank ”), $6.0 million was funded from a new $10.0 million revolving line of credit from the Bank, and the remainder was funded from the Company’s available cash balances.
Removed
For the years ended December 31, 2024 and 2023, the majority of NDS Product sales were through GNC’s centralized distribution platform. Our sales and marketing efforts are designed to expand sales of NDS Products to additional GNC franchise locations both domestically and internationally. In addition, we relaunched our Core Active brand as an online-exclusive brand.
Added
Irwin develops, markets, and distributes branded nutritional supplements and wellness products. Founded in 1994, Irwin offers a broad portfolio of products across multiple categories, including weight loss, sexual wellness, and body cleanse. The Irwin products are sold to wholesale customers as well as online directly to the end consumer.
Removed
The Company seeks to differentiate its products and marketing from its competitors based on product quality, benefits, and functional ingredients. Patent and trademark applications that protect brands, product names, and new technologies are pursued whenever possible.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeWe may also consult with outside advisors and experts to assist with assessing, identifying, and managing cybersecurity risks, including to anticipate future threats and trends, and their impact on our risk environment. We consider cybersecurity, along with other significant risks that we face, within our overall enterprise risk management framework.
Biggest changeWe may also consult with outside advisors and experts to assist with assessing, identifying, and managing cybersecurity risks, including to anticipate future threats and trends, and their impact on our risk environment. 16 We consider cybersecurity, along with other significant risks that we face, within our overall enterprise risk management framework.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeITEM 2. PROPERTIES The Company, including its subsidiaries, leases its headquarters in Omaha, Nebraska, as well as office space in Oakville, Ontario, Canada. Management believes that the Company's locations are adequate to support the business and suitable for present purposes, and the property and equipment have been well maintained.
Biggest changeManagement believes that the Company's locations are adequate to support the business and suitable for present purposes, and the property and equipment have been well maintained.
Added
ITEM 2. PROPERTIES The Company, including its subsidiaries, leases its headquarters in Omaha, Nebraska, as well as office space in Culver City, California. The Company previously leased office space in Oakville, Ontario, Canada; this lease expired in January 2026 and was not renewed as part of the Company’s ongoing optimization of its operating footprint.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeITEM 4. Mine Safety Disclosures 20 PART II 20 ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 20 ITEM 6. Selected Financial Data 22 ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 22 ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk 32 ITEM 8.
Biggest changeITEM 4. Mine Safety Disclosures 17 PART II 17 ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 17 ITEM 6. Selected Financial Data 18 ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 18 ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk 27 ITEM 8.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe Share Repurchase Program was amended September 23, 2019 to increase the repurchase amount to $1,000,000, and include shares of the Company's Common Stock, its Series A Convertible Preferred Stock, par value $0.01 per share (" Series A Preferred "), and warrants to purchase shares of the Company's Common Stock (" Warrants ") in the Share Repurchase Program, to be repurchased over the next 24 months, at a purchase price, in the case of Common Stock, equal to the fair market value of the Company's Common Stock on the date of purchase, and in the case of Series A Preferred and Warrants, at a purchase price determined by management, with the exact date and amount of such purchases to be determined by management; further amended on November 6, 2019 to increase the repurchase amount to $2,500,000 over the subsequent 24 months; and further amended on February 1, 2021 to increase the repurchase amount to up to $5,000,000 over the subsequent 24 months.
Biggest changeThe Share Repurchase Program was amended September 23, 2019 to increase the repurchase amount to $1,000,000, and include shares of the Company's Common Stock, its Series A Convertible Preferred Stock, par value $0.01 per share (" Series A Preferred "), and warrants to purchase shares of the Company's Common Stock (" Warrants ") in the Share Repurchase Program, to be repurchased over the next 24 months, at a purchase price, in the case of Common Stock, equal to the fair market value of the Company's Common Stock on the date of purchase, and in the case of Series A Preferred and Warrants, at a purchase price determined by management, with the exact date and amount of such purchases to be determined by management.
Recent Sales of Unregistered Securities No unregistered securities were issued during the fiscal year. Transfer Agent Our transfer agent and registrar for the Common Stock is Colonial Stock Transfer located in Sandy, Utah. Securities Authorized for Issuance under Equity Compensation Plans For a discussion of our equity compensation plans, please see Item 11 of this Annual Report. - 21 -
Recent Sales of Unregistered Securities No unregistered securities were issued during the fiscal year. Transfer Agent Our transfer agent and registrar for the Common Stock is Colonial Stock Transfer located in Sandy, Utah. Securities Authorized for Issuance under Equity Compensation Plans For a discussion of our equity compensation plans, please see Item 11 of this Annual Report.
As of December 31, 2024, there were 9,210,216 shares of Common Stock outstanding and 20 shareholders of record of the Company’s Common Stock, in addition to an undetermined number of holders whose shares are held in “street name.” - 20 - The following table sets forth the high and low closing prices for our Common Stock for the periods indicated: High Low Fiscal Year 2024 First Quarter (January - March 2024) $ 12.00 $ 9.60 Second Quarter (April - June 2024) $ 17.50 $ 12.25 Third Quarter (July - September 2024) $ 16.89 $ 14.59 Fourth Quarter (October - December 2024) $ 17.44 $ 15.13 Fiscal Year 2023 First Quarter (January - March 2023) $ 9.60 $ 7.75 Second Quarter (April - June 2023) $ 8.63 $ 7.75 Third Quarter (July - September 2023) $ 9.66 $ 7.64 Fourth Quarter (October - December 2023) $ 11.22 $ 9.31 Share Repurchase Program On August 16, 2019, the Company approved a share repurchase program, pursuant to which the Board authorized management to repurchase up to $500,000 of the Company's Common Stock over the subsequent 24 months (the " Share Repurchase Program ").
As of December 31, 2025, there were 9,391,072 shares of Common Stock outstanding and ten shareholders of record of the Company’s Common Stock, in addition to an undetermined number of holders whose shares are held in “street name.” The following table sets forth the high and low closing prices for our Common Stock for the periods indicated: High Low Fiscal Year 2025 First Quarter (January - March 2025) $ 16.27 $ 12.10 Second Quarter (April - June 2025) $ 15.91 $ 10.40 Third Quarter (July - September 2025) $ 19.91 $ 12.43 Fourth Quarter (October - December 2025) $ 20.76 $ 15.80 Fiscal Year 2024 First Quarter (January - March 2024) $ 12.00 $ 9.60 Second Quarter (April - June 2024) $ 17.50 $ 12.25 Third Quarter (July - September 2024) $ 16.89 $ 14.59 Fourth Quarter (October - December 2024) $ 17.44 $ 15.13 17 Share Repurchase Program On August 16, 2019, the Company approved a share repurchase program, pursuant to which the Board authorized management to repurchase up to $500,000 of the Company's Common Stock over the subsequent 24 months (the " Share Repurchase Program ").
All other terms of the Share Repurchase Program remain unchanged. During the year ended December 31, 2024, the Company did not repurchase any shares of the Company’s Common Stock under the Share Repurchase Program. As of December 31, 2024, the Company may purchase up to $5,000,000 of additional shares of Common Stock under the Share Repurchase Program.
During the year ended December 31, 2025, the Company did not repurchase any shares of the Company’s Common Stock under the Share Repurchase Program. As of December 31, 2025, the Company may purchase up to $5,000,000 of additional shares of Common Stock under the Share Repurchase Program.
ITEM 5. MARKET FOR REGISTRANT ’ S COMMON STOCK, RELATED STOCKHOLDER MATTERS AND ISSUERS PURCHASES OF EQUITY SECURITIES Our Common Stock was approved for listing and has traded since September 18, 2023 on the Nasdaq Capital Market under the symbol “FTLF”. Prior to September 18, 2023, our Common Stock traded in the over-the-counter market.
ITEM 5. MARKET FOR REGISTRANT ’ S COMMON STOCK, RELATED STOCKHOLDER MATTERS AND ISSUERS PURCHASES OF EQUITY SECURITIES Since September 18, 2023, our Common Stock has been listed on the Nasdaq Capital Market under the symbol “FTLF”.
On March 17, 2023, the Board approved an extension of the Share Repurchase Program.
On May 13, 2025, the Board approved an extension of the Share Repurchase Program.
Added
The Share Repurchase Program was further amended on November 6, 2019 to authorize a repurchase amount to $2,500,000 over the subsequent 24 months; further amended on February 1, 2021 to authorize a repurchase amount to up to $5,000,000 over the subsequent 24 months; further amended on March 17, 2023, to authorize a repurchase amount of up to $5,000,000 over the subsequent 24 months; with all other terms of the Share Repurchase Program remained unchanged.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeThe Amended Credit Agreement further contains customary representations and warranties of the Company; customary indemnification provisions whereby the Company will indemnify Lender for certain losses arising out of inaccuracies in, or breaches of, the representations, warranties and covenants of the Company, and certain other matters; and customary affirmative and negative covenants, including covenants to maintain a Fixed Charge Coverage Ratio (as defined in the Amended Credit Agreement) of not less than 1.25 to 1.00 as tested quarterly on a trailing twelve-month basis, starting with the fiscal quarter ending December 31, 2023, a Funded Debt to EBITDA Ratio (as defined in the Amended Credit Agreement) of not more than 2.50 to 1.00 as tested quarterly on a trailing twelve-month basis, starting with the fiscal quarter ending March 31, 2024, and to the extent the Term Loans still have a balance as of June 30, 2025 and a Cash Flow Leverage threshold (as defined in the Amended Credit Agreement) of at least 1.15 is not met, the Company will be required to make a prepayment on the Term Loans equal to 50% of the Excess Cash Flow (as defined in the Amended Credit Agreement).
Biggest changeThe Credit Agreement contains customary covenants to maintain a Senior Funded Debt to EBITDA Ratio (as defined in the Credit Agreement) of not more than 2.75 to 1.00 as tested quarterly on a trailing twelve-month basis, starting with the fiscal quarter ending December 31, 2025 and ending with the fiscal quarter ended June 30, 2026, and a Senior Funded Debt to EBITDA Ratio (as defined in the Credit Agreement) of not more than 2.50 to 1.00 as tested quarterly on a trailing twelve-month basis, starting with the fiscal quarter ending September 30, 2026, and to maintain a Fixed Charge Coverage Ratio (as defined in the Credit Agreement) of at least 1.25 to 1.00 as tested on the last day of each fiscal quarter, commencing with the quarter ending December 31, 2025.
Management evaluates these estimates and assumptions on a regular basis. Actual results could differ from those estimates. - 22 - Accounts Receivable and Allowance for Doubtful Accounts All of the Company’s accounts receivable balance is related to trade receivables. Trade accounts receivable are recorded at the invoiced amount and do not bear interest.
Management evaluates these estimates and assumptions on a regular basis. Actual results could differ from those estimates. Accounts Receivable and Allowance for Doubtful Accounts All of the Company’s accounts receivable balance is related to trade receivables. Trade accounts receivable are recorded at the invoiced amount and do not bear interest.
Off-Balance Sheet Arrangements Other than contractual obligations incurred in the normal course of business, we do not have any off-balance sheet financing arrangements or liabilities, retained or contingent interests in transferred assets or any obligation arising out of a material variable interest in an unconsolidated entity.
Off-Balance Sheet Arrangements Other than contractual obligations incurred in the normal course of business, we do not have any off-balance sheet financing arrangements or liabilities, retained or contingent interests in transferred assets or any obligation arising out of a material variable interest in an unconsolidated entity. 26
Product sold to certain wholesale customers may be returned from store shelves or the distribution center in the event product is damaged, short dated, expired or recalled. GNC maintains a customer satisfaction program which allows customers to return product to the store for credit or refund.
Product sold to certain wholesale customers may be returned from store shelves or the distribution center in the event product is damaged, short dated, expired or recalled. 19 GNC maintains a customer satisfaction program which allows customers to return product to the store for credit or refund.
All of the proceeds from Term Loan A were used for the acquisition of MRC. On October 10, 2023, the Company entered into a Second Amended and Restated Credit Agreement (the “ Credit Agreement ”) with the Lender, amending and restating the Credit Agreement between the Company and the Lender.
All of the proceeds from Term Loan A were used for the acquisition of MRC. On October 10, 2023, the Company entered into a Second Amended and Restated Credit Agreement (the “ Prior Credit Agreement ”) with the Lender, amending and restating the 2023 Credit Agreement between the Company and the Lender.
On February 23, 2023, the Company and the Lender amended the Line of Credit Agreement (the “ Prior Credit Agreement ”) providing the Company with a term loan for the principal amount of $12.5 million (“ Term Loan A ”). All other terms of the Credit Agreement remain unchanged.
On February 23, 2023, the Company and the Lender amended the Line of Credit Agreement (the “ 2023 Credit Agreement ”) providing the Company with a term loan for the principal amount of $12.5 million (“ Term Loan A ”). All other terms of the Credit Agreement remain unchanged.
The Company accrues interest and penalties, if incurred, on unrecognized tax benefits as components of the income tax provision in the accompanying consolidated statements of income and comprehensive income. As of December 31, 2024 and 2023, the Company has not established a liability for uncertain tax positions.
The Company accrues interest and penalties, if incurred, on unrecognized tax benefits as components of the income tax provision in the accompanying consolidated statements of income and comprehensive income. As of December 31, 2025 and 2024, the Company has not established a liability for uncertain tax positions.
Pursuant to the Credit Agreement, the Lender provided the Company with an additional term loan (“ Term Loan B ”, and together with Term Loan A, the “ Term Loans ”) for the principal amount of $10,000 and extended the Line of Credit of $3.5 million to December 23, 2024.
Pursuant to the Prior Credit Agreement, the Lender provided the Company with an additional term loan (“ Term Loan B ”, and together with Term Loan A, the “ Term Loans ”) for the principal amount of $10,000 and extended the maturity date of the Line of Credit of $3.5 million to December 23, 2024.
Online revenue, which consists of revenue generated from sales on the Company’s own websites as well as third-party e-commerce platforms such as Amazon, for the year ended December 31, 2024 was approximately 67% of total revenue, compared to roughly 63% of total revenue during the same twelve-month period in 2023.
Online revenue, which consists of revenue generated from sales on the Company’s own websites as well as third-party e-commerce platforms such as Amazon, for the year ended December 31, 2025 was approximately 51% of total revenue, compared to roughly 67% of total revenue during the same twelve-month period in 2024.
Additionally, our management’s estimates of future product demand may be inaccurate, which could result in an understated or overstated provision required for excess and obsolete inventory. Total allowance for expiring, excess and slow-moving inventory items as of December 31, 2024 and 2023 amounted to $100 and $162, respectively.
Additionally, our management’s estimates of future product demand may be inaccurate, which could result in an understated or overstated provision required for excess and obsolete inventory. Total allowance for expiring, excess and slow-moving inventory items as of December 31, 2025 and 2024 amounted to $247 and $100, respectively.
If we determine there are any risks or issues with any specific products, we accrue sales return allowances based on management’s assessment of the overall risk and likelihood of returns in light of all information available. Total allowance for product returns, sales returns and incentive programs as of December 31, 2024 and 2023 amounted to $564 and $571, respectively.
If we determine there are any risks or issues with any specific products, we accrue sales return allowances based on management’s assessment of the overall risk and likelihood of returns in light of all information available. Total allowance for product returns, sales returns and incentive programs as of December 31, 2025 and 2024 amounted to $1,039 and $564, respectively.
The Company used the proceeds from Term Loan B to fund the acquisition of the MusclePharm assets. On December 19, 2024, the Company entered into the First Amendment to the Amended Credit Agreement (the “ Amended Credit Agreement ”) to extend the $3.5 million Line of Credit to April 30, 2026.
The Company used the proceeds from Term Loan B to fund the acquisition of the MusclePharm assets. 25 On December 19, 2024, the Company entered into the First Amendment to the Prior Credit Agreement (the “ Amended Prior Credit Agreement ”) to extend the maturity date of the $3.5 million Line of Credit to April 30, 2026.
The Line of Credit allows the Company to request advances thereunder and to use the proceeds of such advances for working capital purposes until the maturity date, or unless renewed at maturity upon approval by the Company’s Board and the Lender. The Line of Credit is secured by all assets of the Company.
The Line of Credit allowed the Company to request advances thereunder and to use the proceeds of such advances for working capital purposes until the maturity date, or unless renewed at maturity upon approval by the Company’s Board and the Lender. The Line of Credit was secured by all assets of the Company.
The Company may, at its option, prepay any borrowings under the Line of Credit, in whole or in part at any time prior to the maturity date, without premium or penalty.
The Company was permitted, at its option, to prepay any borrowings under the Line of Credit, in whole or in part at any time prior to the maturity date, without premium or penalty.
As of December 31, 2024 and 2023, the Company had provided a reserve for doubtful accounts of $41 and $17, respectively. Income Taxes The Company accounts for income taxes under FASB Accounting Standards Codification (“ ASC ”) Topic 740, Income Taxes (“ ASC 740 ”).
As of December 31, 2025 and 2024, the Company had provided a reserve for doubtful accounts of $9 and $41, respectively. Income Taxes The Company accounts for income taxes under FASB Accounting Standards Codification (“ ASC ”) Topic 740, Income Taxes (“ ASC 740 ”).
Sales to customers in the U.S. were approximately 95% and 93% for the year ended December 31, 2024 and 2023, respectively, with the balance of sales to customers primarily in Canada. Control of products we sell transfers to customers upon shipment from our facilities or delivery to our customers, and the Company’s performance obligations are satisfied at that time.
Sales to customers in the U.S. were approximately 95% for the years ended December 31, 2025 and 2024, with the balance of sales to customers primarily in Canada. Control of products we sell transfers to customers upon shipment from our facilities or delivery to our customers, and the Company’s performance obligations are satisfied at that time.
Pursuant to the Amended Credit Agreement, the Line of Credit accrues interest at an annual rate equal to the greater of 3.50% or the one-month secured overnight financing rate (“ SOFR ”) rate plus 2.75%, and each advance will be payable on the maturity date with the interest on outstanding advances payable monthly.
Pursuant to the Amended Prior Credit Agreement, the Line of Credit accrued interest at an annual rate equal to the greater of 3.50% or the one-month secured overnight financing rate (“ SOFR ”) rate plus 2.75%, and each advance was payable on the maturity date with the interest on outstanding advances payable monthly.
Such issuances vest and expire according to the terms established at the issuance date. - 25 - Stock-based payments to officers, directors, employees and consultants for acquiring goods and services from non-employees, which include grants of employee stock options, are recognized in the financial statements based on their grant date fair values in accordance with ASC 718, Compensation-Stock Compensation .
Such issuances vest and expire according to the terms established at the issuance date. Stock-based payments to officers, directors and employees, which include grants of employee stock options, are recognized in the financial statements based on their grant date fair values in accordance with ASC 718, Compensation-Stock Compensation .
Critical Accounting Policies Use of Estimates and Assumptions The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“ GAAP ”) requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) the disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and (iii) the reported amount of net sales and expense recognized during the periods presented.
Unless otherwise stated, all dollar amounts are in thousands, except per share data. 18 Critical Accounting Policies Use of Estimates and Assumptions The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“ GAAP ”) requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) the disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and (iii) the reported amount of net sales and expense recognized during the periods presented.
We currently have a 30-day product return policy for direct-to-consumer sales, which allows for a 100% sales price refund for the return of unopened and undamaged products purchased from us online through one of our websites or e-commerce platforms.
With the exception of Irwin, we currently have a 30-day product return policy for direct-to-consumer sales, which allows for a 100% sales price refund for the return of unopened and undamaged products purchased from us online through one of our websites or e-commerce platforms. Irwin allows for returns within 60 days of purchase for direct-to-consumer sales.
Adjustments for returns are based on factual information and historical trends for all Company Products and are specific to each distribution channel. We monitor, among other things, remaining shelf life and sell-through data on a weekly basis.
Information for product returns is received on a regular basis and adjusted for accordingly. Adjustments for returns are based on factual information and historical trends for Company products and are specific to each distribution channel. We monitor, among other things, remaining shelf life and sell-through data on a weekly basis.
The fair value of stock-based payments is estimated using the Black-Scholes option-pricing model or other applicable valuation model such as the Monte Carlo valuation pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life, and future dividends. The assumptions used could materially affect compensation expense recorded in future periods.
The fair value of stock-based payments is estimated using the Black-Scholes option-pricing model or other applicable valuation model such as the Monte Carlo valuation pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life, and future dividends.
Cash Provided by (Used in) Financing Activities Cash used in financing activities for the year ended December 31, 2024 was $6,983 as compared to cash provided by financing activities of $20,296 during the year ended December 31, 2023.
Cash Provided by (Used in) Financing Activities Cash provided by financing activities for the year ended December 31, 2025 was $32,086 as compared to cash used in financing activities of $6,983 during the year ended December 31, 2024.
The presentation of this financial information, which is not prepared under any comprehensive set of accounting rules or principles, is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in this Annual Report in accordance with GAAP.
These measures may be different from non-GAAP financial measures used by other companies. The presentation of this financial information, which is not prepared under any comprehensive set of accounting rules or principles, is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in this Annual Report in accordance with GAAP.
The products are offered for sale solely as finished goods, and there are no performance obligations required post-shipment for customers to derive the expected value from them. The Company’s products are also sold on e-commerce platforms including Amazon.
All products sold by the Company are distinct individual products and consist of nutritional supplements and wellness products. The products are offered for sale solely as finished goods, and there are no performance obligations required post-shipment for customers to derive the expected value from them. The Company’s products are also sold on e-commerce platforms including Amazon.
Recent Accounting Pronouncements See Note 2 of the Notes to the Consolidated Financial Statements included in this Annual Report for a description of recent accounting pronouncements believed by management to have a material impact on our present or future financial statements.
The assumptions used could materially affect compensation expense recorded in future periods. 21 Recent Accounting Pronouncements See Note 2 of the Notes to the Consolidated Financial Statements included in this Annual Report for a description of recent accounting pronouncements believed by management to have a material impact on our present or future financial statements.
The Company currently anticipates that cash derived from operations and existing cash reserves, along with available borrowings under the Line of Credit, will be sufficient to provide for the Company’s liquidity for the next twelve months. The Company is dependent on cash flow from operations and amounts available under the Line of Credit to satisfy its working capital requirements.
The Company currently anticipates that cash derived from operations and existing cash reserves, along with available borrowings under the Line of Credit, will be sufficient to provide for the Company’s liquidity for the next twelve months.
If the Company’s stock price experiences significant price and volume fluctuations, this will impact the fair value of the reporting unit, which can lead to potential impairment in future periods. There were no impairment charges incurred during the year ended December 31, 2024. Revenue Recognition The Company’s revenue is comprised of sales of nutritional supplements and wellness products to consumers.
If the Company’s stock price experiences significant price and volume fluctuations, this will impact the fair value of the reporting unit, which can lead to potential impairment in future periods. There were no impairment charges incurred during the year ended December 31, 2025.
Under ASC 606, revenue is recognized when performance obligations under the terms of a contract are satisfied, which occurs for the Company upon shipment or delivery of products to our customers based on written sales terms.
Under ASC 606, revenue is recognized when performance obligations under the terms of a contract are satisfied, which occurs for the Company upon shipment or delivery of products to our customers based on written sales terms. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring the products to a customer.
For direct-to-consumer sales, the Company allows for returns within 30 days of purchase.
For direct-to-consumer sales, with the exception of Irwin Products, the Company allows for returns within 30 days of purchase. Irwin allows for returns within 60 days of purchase for direct-to-consumer sales.
Our wholesale customers, such as GNC, may return purchased products to the Company under certain circumstances, which include expired or soon-to-be-expired products located in GNC corporate stores or at any of its distribution centers, and products that are subject to a recall or that contain an ingredient or ingredients that are subject to a recall by the U.S.
Our wholesale customers may return purchased products to the Company under certain circumstances, which include expired or soon-to-be-expired products located in retail stores or distribution centers, and products that are subject to a recall or that contain an ingredient or ingredients that are subject to a recall by the U.S. Food and Drug Administration (“ FDA ”).
Such elements of variable consideration include, but are not limited to, product returns and sales incentives, such as markdowns and margin adjustments.
Such elements of variable consideration include, but are not limited to, estimated sales allowances, defective products, product returns and sales incentives, such as markdowns and sales promotions.
The Company accounts for revenue in accordance with FASB ASC 606. The underlying principle of ASC 606 is to recognize revenue to depict the transfer of goods or services to customers at the amount expected to be collected.
Revenue Recognition The Company’s revenue is comprised of sales of nutritional supplements and wellness products to consumers. 20 The Company accounts for revenue in accordance with FASB ASC 606. The underlying principle of ASC 606 is to recognize revenue to depict the transfer of goods or services to customers at the amount expected to be collected.
Stock-based payments to officers, directors, and employees that are time vested are measured at the grant date fair value and compensation cost is recognized on a straight-line basis over the vesting period. Recognition of compensation expense for non-employees is in the same period and manner as if the Company had paid cash for the services.
Stock-based payments to officers, directors, and employees that are time vested are measured at the grant date fair value and compensation cost is recognized on a straight-line basis over the vesting period.
Merger and acquisition related expense decreased to $255 for the year ended December 31, 2024 compared to $1,627 for the same period of 2023, driven primarily by transaction costs related to the acquisition of MRC and the MusclePharm assets in 2023. Net Income.
Merger and acquisition related expense increased to $2,075 for the year ended December 31, 2025 compared to $255 for the same period of 2024, driven primarily by transaction costs related to the Irwin acquisition during 2025. Net Income.
The types of known or anticipated events that are considered, and will continue to be considered, include, but are not limited to, changes in the retail environment and the Company's decision to continue to support new and existing products. - 23 - Information for product returns is received on a regular basis and adjusted for accordingly.
In addition, as necessary, product returns liability may be established for significant future known or anticipated events. The types of known or anticipated events that are considered, and will continue to be considered, include, but are not limited to, changes in the retail environment and the Company's decision to continue to support new and existing products.
Year ended December 31, 2024 2023 (Unaudited) (Unaudited) Net income $ 8,984 $ 5,296 Interest expense 1,367 1,025 Interest income (69 ) (289 ) Foreign exchange (gain) loss (50 ) (189 ) Provision for income taxes 2,887 1,707 Depreciation and amortization 108 94 EBITDA 13,227 7,644 Non-cash and non-recurring adjustments Stock-based compensation 459 473 Merger and acquisition related 255 1,627 Restructuring costs 184 Amortization of inventory step-up - 323 Non-recurring loss on foreign currency forward contract - 112 Adjusted EBITDA $ 14,125 $ 10,179 - 30 - Liquidity and Capital Resources As of December 31, 2024, the Company had positive working capital of $6,832 compared to $4,356 at December 31, 2023.
Year ended December 31, 2025 2024 (Unaudited) (Unaudited) Net income $ 6,326 $ 8,984 Interest expense 1,863 1,367 Interest income (98 ) (69 ) Foreign exchange (gain) loss 19 (50 ) Provision for income taxes 1,903 2,887 Depreciation and amortization 420 108 EBITDA 10,433 13,227 Non-cash and non-recurring adjustments Stock-based compensation 404 459 Merger and acquisition related 2,075 255 Amortization of inventory step-up 1,045 - Writeoff of deferred financing costs 49 - Restructuring costs - 184 Adjusted EBITDA $ 14,006 $ 14,125 Liquidity and Capital Resources As of December 31, 2025, the Company had positive working capital of $11,459, compared to $6,832 at December 31, 2024.
Food and Drug Administration. A right of return does not represent a separate performance obligation, but because customers are allowed to return products, the consideration to which the Company expects to be entitled is variable.
A right of return does not represent a separate performance obligation, but because customers are allowed to return products, the consideration to which the Company expects to be entitled is variable. Such elements of variable consideration include, but are not limited to, estimated sales allowances, defective products, product returns and sales incentives, such as markdowns and sales promotions.
Gross margin increased to 41.4% during the fourth quarter of 2024 compared to 40.3% during the fourth quarter of last year. Contribution as a percentage of revenue increased to 34.9% compared to 33.4% during the fourth quarter of last year.
Wholesale revenue decreased 14% as compared to the fourth quarter of 2024. 23 Gross margin for Legacy FitLife decreased to 40.7% during the fourth quarter of 2025 compared to 41.4% during the fourth quarter of last year. Contribution as a percentage of revenue decreased to 32.5% compared to 34.9% during the fourth quarter of last year.
The Company was in compliance with all covenants as of December 31, 2024. - 31 - As of December 31, 2024, the borrowings outstanding on the Term Loans and the Line of Credit were $13,125 and $0, respectively. The Company has historically financed its operations primarily through cash flow from operations and equity and debt financings.
As of December 31, 2025, the borrowings outstanding on the Irwin Term Loan and the Line of Credit were $39,102 and $5,600, respectively. The Company has historically financed its operations primarily through cash flow from operations and equity and debt financings.
We generated a net income of $8,984 for the year ended December 31, 2024, an increase of 70% compared to net income of $5,296 for the year ended December 31, 2023.
We generated a net income of $6,326 for the year ended December 31, 2025, a 30% decrease compared to net income of $8,984 for the year ended December 31, 2024.
Sales to customers in the U.S. were approximately 95% and 93% for the year ended December 31, 2024 and 2023, respectively, with the balance of sales primarily to customers in Canada.
Sales to customers in the U.S. were approximately 95% for the year ended December 31, 2025 and 2024, with the balance of sales primarily to customers in Canada. Cost of Goods Sold. Cost of goods sold for the year ended December 31, 2025 increased 37% to $50,005 as compared to $36,389 for the year ended December 31, 2024.
Cash Provided by Operating Activities Net cash provided by operating activities was $9,610 during the year ended December 31, 2024, compared to net cash provided by operating activities of $4,220 for the year ended December 31, 2023.
Cash Provided by Operating Activities Net cash provided by operating activities was $7,439 during the year ended December 31, 2025, compared to net cash provided by operating activities of $9,610 for the year ended December 31, 2024. The decrease in cash provided by operating activities was primarily due to lower net income compared to the same period of 2024.
Stock-Based Compensation The Company periodically issues restricted share units (“ RSUs ”), stock options and warrants to employees and non-employees in non-capital raising transactions for services rendered.
The Company uses the most likely amount method to quantify the variable consideration. We assess our contracts and the reasonableness of our conclusions on a quarterly basis. Stock-Based Compensation The Company periodically issues restricted share units (“ RSUs ”), stock options and warrants to employees in non-capital raising transactions for services rendered.
Management intends to provide this level of disclosure for no more than two years following a transaction, after which the performance of acquired brands will be reported as part of Legacy FitLife results. - 27 - One of the primary metrics used by management to evaluate the performance of the Company’s brands is contribution, a non-GAAP financial measure which management defines as gross profit less advertising and marketing expenditures.
Supplemental Discussion of Performance of Acquired Brands One of the primary metrics used by management to evaluate the performance of the Company’s brands is contribution, a non-GAAP financial measure which management defines as gross profit less advertising and marketing expenditures.
Revenue for the year ended December 31, 2024 increased 22% to $64,469 as compared to $52,700 for the year ended December 31, 2023. The increased revenue for the year ended December 31, 2024 compared to the prior year is primarily due to the acquisition of MRC and the MusclePharm assets, partially offset by a decline in Legacy FitLife revenue.
Revenue for the year ended December 31, 2025 increased 26% to $81,458 as compared to $64,469 for the year ended December 31, 2024. The increased revenue for the year ended December 31, 2025 compared to the prior year is primarily due to the acquisition of Irwin, partially offset by declining revenue from MRC.
During the year ended December 31, 2024, MusclePharm generated revenue of $10,046, of which approximately half was generated from wholesale customers and half from online sales. Online revenue during the year ended December 31, 2024 was approximately 67% of total revenue, compared to roughly 63% of total revenue during the same twelve-month period in 2023.
Online revenue during the year ended December 31, 2025 was approximately 51% of total revenue, compared to roughly 67% of total revenue during the same twelve-month period in 2024. The decline in the percentage of revenue coming from online sales is due to the acquisition of Irwin, which had minimal online revenue at the time of the acquisition.
Cash Used in Investing Activities Cash used in investing activities was $10 and $35,993 during the years ended December 31, 2024 and 2023, respectively. The Company used $10 and $106 for purchases of property and equipment in the years ended December 31, 2024 and 2023, respectively.
Cash Used in Investing Activities Cash used in investing activities was $42,542 and $10 during the years ended December 31, 2025 and 2024, respectively. The increase in cash used in investing activities was primarily due to the acquisition of Irwin for $42,500.
Results of Operations Year ended December 31, 2024 Year ended December 31, 2023 $ Change % Change Revenue $ 64,469 $ 52,700 $ 11,769 22 % Cost of goods sold 36,389 31,268 5,121 16 % Gross profit 28,080 21,432 6,648 31 % Gross margin percentage 43.6 % 40.7 % n/m 2.9 % Operating expense: Advertising and marketing 4,626 4,276 350 8 % Selling, general and administrative (“ SG&A ”) 9,972 7,885 2,087 26 % Merger and acquisition related expense 255 1,627 (1,372 ) (84 )% Depreciation and amortization 108 94 14 15 % Total operating expense 14,961 13,882 1,079 8 % Income from operations 13,119 7,550 5,569 74 % Other expense (income) 1,248 547 701 128 % Provision for income tax 2,887 1,707 1,180 69 % Net income $ 8,984 $ 5,296 $ 3,688 70 % Fiscal Year Ended December 31, 2024 Compared to Fiscal Year Ended December 31, 2023 Revenue.
Results of Operations Years ended December 31, 2025 2024 $ Change % Change Revenue $ 81,458 $ 64,469 $ 16,989 26 % Cost of goods sold 50,005 36,389 13,616 37 % Gross profit 31,453 28,080 3,373 12 % Gross margin percentage 38.6 % 43.6 % (5.0 )% Operating expense: Advertising and marketing 4,860 4,626 234 5 % Selling, general and administrative (“ SG&A ”) 14,036 9,972 4,064 41 % Merger and acquisition related expense 2,075 255 1,820 714 % Depreciation and amortization 420 108 312 289 % Total operating expense 21,391 14,961 6,430 43 % Operating income 10,062 13,119 (3,057 ) (23 )% Other expense (income) 1,833 1,248 585 47 % Provision for income tax 1,903 2,887 (984 ) (34 )% Net income $ 6,326 $ 8,984 $ (2,658 ) (30 )% Fiscal Year Ended December 31, 2025 Compared to Fiscal Year Ended December 31, 2024 Revenue.
Advertising and marketing expense for the year ended December 31, 2024 increased to $4,626 as compared to $4,276 for the same period of the prior year. The 8% increase is primarily due to the full-period impact of MRC advertising and marketing as well as incremental advertising and marketing expense following the acquisition of the MusclePharm assets. SG&A.
The 5% increase is primarily the result of advertising and marketing expense for Irwin. SG&A. SG&A expense for the year ended December 31, 2025 increased by $4,064 to $14,036 as compared to $9,972 for the year ended December 31, 2024. The 41% increase in SG&A is primarily due to the acquisition of Irwin. Merger and Acquisition Related Expense.
These collections of brands do not meet the definition of operating segments and are not managed as such.
Other than for Irwin Products, the numbers in the contribution tables presented below represent the performance of a collection of brands. Legacy FitLife consists of thirteen brands. These collections of brands do not meet the definition of operating segments and are not managed as such.
This 31% increase in gross profit is principally attributable to higher MRC gross profit as well as incremental gross profit from MusclePharm. Gross Margin . Gross margin for the year ended December 31, 2024 increased to 43.6% from 40.7% for the year ended December 31, 2023.
This 12% increase in gross profit is principally attributable to the acquisition of Irwin, partially offset by lower gross profit from Legacy FitLife. 22 Gross Margin . Gross margin for the year ended December 31, 2025 decreased to 38.6% from 43.6% for the year ended December 31, 2024.
Legacy FitLife revenue for the year ended December 31, 2024 was $25,387, a 10% decrease compared to the previous year, driven by a 16% decline in wholesale revenue, partially offset by a 3% increase in online revenue.
The Irwin assets were acquired on August 8, 2025. Legacy FitLife revenue for the year ended December 31, 2025 was $61,993, a 4% decrease compared to $64,469 for the year ended December 31, 2024, driven by a 7% decrease in online revenue, partially offset by a 2% increase in wholesale revenue (MRC and MusclePharm are now included in Legacy FitLife).
The increase in net income for the year ended December 31, 2024 compared to the same period in 2023 was primarily attributable to higher revenue and gross profit from MRC, incremental revenue and gross profit from MusclePharm, as well as a reduction in acquisition-related expense due to the acquisitions of MRC and the MusclePharm assets that closed during 2023, partially offset by incremental SG&A expense and higher interest expense due to the debt borrowed in conjunction with the acquisition of the MusclePharm assets.
The decrease in net income for the year ended December 31, 2025 compared to the same period in 2024 was primarily attributable to an increase in acquisition-related expense due to the Irwin acquisition as well as lower gross profit from certain Legacy FitLife brands.
The increase of $5,121 is primarily due to an increase in revenue attributable to the acquisitions of MRC and the MusclePharm assets. Gross Profit. Gross profit for the year ended December 31, 2024 increased to $28,080 as compared to $21,432 for the year ended December 31, 2023.
The increase of $13,616 is primarily due to the increase in revenue from the acquisition of Irwin, which includes $1,045 from the amortization of the inventory step-up. Gross Profit. Gross profit for the year ended December 31, 2025 increased to $31,453 as compared to $28,080 for the year ended December 31, 2024.
With limited exceptions, other operating expenses incurred by the Company are generally not allocable to a specific brand or collection of brands. Other than for MusclePharm, the numbers in the contribution tables presented below represent the performance of a collection of brands. Legacy FitLife consists of nine brands and MRC consists of three brands.
With limited exceptions, other operating expenses incurred by the Company are generally not allocable to a specific brand or collection of brands. Management intends to provide this level of disclosure for no more than two years following a transaction, after which the performance of acquired brands will be reported as part of Legacy FitLife results.
In addition, the Company is exploring additional new product launches and continues to have productive discussions with a number of potential new wholesale partners. - 29 - FitLife Consolidated (Unaudited) 2023 2024 Q4 Q1 Q2 Q3 Q4 Wholesale revenue $ 4,282 $ 5,717 $ 5,702 $ 5,161 $ 4,939 Online revenue 9,018 10,832 11,228 10,816 10,074 Total revenue 13,300 16,549 16,930 15,977 15,013 Gross profit 5,363 7,287 7,580 7,001 6,212 Gross margin 40.3 % 44.0 % 44.8 % 43.8 % 41.4 % Advertising and marketing 917 1,228 1,326 1,093 979 Contribution $ 4,446 $ 6,059 $ 6,254 $ 5,908 $ 5,233 Contribution as a % of revenue 33.4 % 36.6 % 36.9 % 37.0 % 34.9 % For the fourth quarter of 2024 for the Company overall, revenue increased 13%, gross profit increased 16%, and contribution increased 18% compared to the fourth quarter of 2023.
FitLife Consolidated (Unaudited) 2024 2025 Q4 Q1 Q2 Q3 Q4 Wholesale revenue $ 4,939 $ 5,306 $ 5,696 $ 13,196 $ 15,454 Online revenue 10,074 10,630 10.431 10,289 10,456 Total revenue 15,013 15,936 16,127 23,485 25,910 Gross profit 6,212 6,874 6,904 8,736 8,939 Gross margin 41.4 % 43.1 % 42.8 % 37.2 % 34.5 % Advertising and marketing 979 1,053 1,191 1,357 1,259 Contribution $ 5,233 $ 5,821 $ 5,713 $ 7,379 $ 7,680 Contribution as a % of revenue 34.9 % 36.5 % 35.4 % 31.4 % 29.6 % For the fourth quarter of 2025 for the Company overall, revenue increased 73%, gross profit increased 44%, and contribution increased 47% compared to the fourth quarter of 2024.
Non-GAAP Measures The financial presentation below contains certain financial measures not in accordance with GAAP, defined by the SEC as “non-GAAP financial measures”, including EBITDA and adjusted EBITDA. These measures may be different from non-GAAP financial measures used by other companies.
Excluding the effect of the inventory step-up amortization of $653, gross margin and contribution as a percentage of revenue would have been 37.0% and 32.2%, respectively, during the fourth quarter. 24 Non-GAAP Measures The financial presentation below contains certain financial measures not in accordance with GAAP, defined by the SEC as “non-GAAP financial measures”, including EBITDA and adjusted EBITDA.
The increase in gross margin is primarily attributable to higher margins from MRC and Legacy FitLife as well as the amortization of the fair value step-up to MRC inventory acquired in the first quarter of 2023. Excluding the $323 impact of the step-up amortization, gross margin would have been 41.3% during the year ended December 31, 2023. Advertising and Marketing.
Excluding the amortization of the inventory step-up, gross margin would have been 39.9% during the year ended December 31, 2025. Advertising and Marketing. Advertising and marketing expense for the year ended December 31, 2025 increased to $4,860 as compared to $4,626 for the same period of the prior year.
Removed
Unless otherwise stated, all dollar amounts are in thousands, except per share data. Products and Recent Acquisitions FitLife Brands, Inc.
Added
The decrease in gross margin is primarily attributable to the acquisition of Irwin, which historically generated lower gross margin than FitLife. Gross margin was also adversely affected by $1,045 of amortization of the inventory step-up, as well as continued MusclePharm promotional investment.
Removed
(the “ Company ”) is a provider of innovative and proprietary nutritional supplements and wellness products for health-conscious consumers marketed under the following brand names: (i) NDS Nutrition, PMD Sports, SirenLabs, Core Active, Nutrology, and Metis Nutrition (together, “ NDS Products ”); (ii) iSatori, BioGenetic Laboratories, and Energize (together, the " iSatori Products "); (iii) Dr.
Added
Legacy FitLife (Unaudited) 2024 2025 Q4 Q1 Q2 Q3 Q4 Wholesale revenue $ 4,939 $ 5,306 $ 5,696 $ 6,686 $ 4,238 Online revenue 10,074 10,630 10,431 9,978 9,028 Total revenue 15,013 15,936 16,127 16,664 13,266 Gross profit 6,212 6,874 6,904 6,542 5,395 Gross margin 41.4 % 43.1 % 42.8 % 39.3 % 40.7 % Advertising and marketing 979 1,053 1,191 1,285 1,077 Contribution $ 5,233 $ 5,821 $ 5,713 $ 5,257 $ 4,318 Contribution as a % of revenue 34.9 % 36.5 % 35.4 % 31.5 % 32.5 % For the fourth quarter of 2025, revenue for Legacy FitLife (which now includes MusclePharm as well as MRC) declined 12% compared to the same period last year due to declines in both online and wholesale revenue.
Removed
Tobias, All Natural Advice, and Maritime Naturals, each acquired as a result of the acquisition of Mimi’s Rock Corp.
Added
Online revenue decreased by 10% compared to the fourth quarter of 2024, primarily driven by lower online sales from MRC and MusclePharm, partially offset by higher online revenue from the other Legacy FitLife brands.
Removed
( “ MRC ”) on February 28, 2023 (together, the “ MRC Products "); and (iv) MusclePharm, which was acquired on October 10, 2023 as a result of the acquisition of substantially all of the assets of MusclePharm Corporation (“ MusclePharm ”).
Added
Irwin Naturals (Unaudited) 2025 Q3 Q4 Wholesale revenue $ 6,510 $ 11,216 Online revenue 311 1,428 Total revenue 6,821 12,644 Gross profit 2,194 3,544 Gross margin 32.2 % 28.0 % Advertising and marketing 72 182 Contribution $ 2,122 $ 3,362 Contribution as a % of revenue 31.1 % 26.6 % The fourth quarter of 2025 is the first full quarter of Irwin’s operating results since the Company acquired Irwin in August 2025.
Removed
In addition, as necessary, product returns liability may be established for significant future known or anticipated events.
Added
During the quarter, Irwin generated 89% of its revenue from the wholesale channel and 11% from online sales. Online revenue during the quarter represents transactions through Irwin’s websites as well as through Amazon and other e-commerce platforms.
Removed
Revenue is measured as the amount of consideration we expect to receive in exchange for transferring the products to a customer. - 24 - All products sold by the Company are distinct individual products and consist of nutritional supplements and wellness products.
Added
The Company began selling Irwin products on Amazon in mid-October, and sales increased throughout the quarter to approximately $0.5 million in the month of December.
Removed
Upon evaluation of returns, the Company determined that product returns are immaterial, and therefore believes it is probable that such returns will not cause a significant reversal of revenue in the future. We assess our contracts and the reasonableness of our conclusions on a quarterly basis.
Added
Normalizing for loss of the customers that occurred prior to the acquisition of Irwin by the Company, as well as for the results of Irwin’s CBD business, which the Company is in the process of exiting, total revenue for Irwin increased approximately 6% in the fourth quarter of 2025 compared to the fourth quarter of 2024.
Removed
MRC was acquired February 28, 2023, and as such, only ten months of MRC revenue were included in the Company’s financial statements for the year ended December 31, 2023. The MusclePharm assets were acquired on October 10, 2023.
Added
Irwin generated gross margin of 28.0% and contribution as a percentage of revenue of 26.6% during the fourth quarter of 2025. Excluding amortization of the inventory step-up, Irwin’s gross margin and contribution as a percentage of revenue would have been 33.2% and 31.8%, respectively.
Removed
The Company’s wholesale revenue continues to be challenged by declining customer counts in the brick-and-mortar stores of our wholesale partners. - 26 - MRC revenue for the year ended December 31, 2024 was $29,036. MRC revenue for the period from February 28, 2023 to December 31, 2023 was $24,370.
Added
Gross margin decreased to 34.5% during the fourth quarter of 2025 compared to 41.4% during the fourth quarter of last year, with the decline in gross margin primarily attributable to the acquisition of Irwin, which historically operated at a lower gross margin than Legacy FitLife.
Removed
The Company continually reformulates and introduces new products across its various brands, while also seeking to increase both the number of stores and number of approved products that can be sold within the GNC franchise system that comprises a significant portion its domestic and international distribution footprint.
Added
Contribution as a percentage of revenue decreased to 29.6% compared to 34.9% during the fourth quarter of last year.
Removed
Management also believes that its focus on developing its e-commerce capabilities will drive additional incremental sales in the short-term, while yielding substantial benefits in the longer-term. Cost of Goods Sold. Cost of goods sold for the year ended December 31, 2024 increased 16% to $36,389 as compared to $31,268 for the year ended December 31, 2023.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

4 edited+0 added−1 removed3 unchanged
Biggest changeAs a result, our financial results may be materially affected by factors such as changes in foreign currency exchange rates or economic conditions in foreign markets. - 32 - Foreign Currency In January 2023, the Company entered into a foreign currency hedging transaction to mitigate the risk of adverse changes in the USD/CAD exchange rate with respect to the pending acquisition of MRC.
Biggest changeAs a result, our financial results may be materially affected by factors such as changes in foreign currency exchange rates or economic conditions in foreign markets. Foreign Currency The Company has not entered into any foreign currency hedging transactions during the years ended December 31, 2025 or 2024.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Our business is conducted principally in the U.S. However, due to the MRC acquisition in 2023, the Company now has more exposure to fluctuations in foreign currencies.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Our business is conducted principally in the U.S. However, due to the MRC acquisition in 2024, the Company now has more exposure to fluctuations in foreign currencies.
The Company has not entered into any foreign currency hedging transactions during the year ended December 31, 2024. Interest Rates Our exposure to risk for changes in interest rates relates primarily to borrowings under the Amended Credit Agreement (which includes the Term Loans as well as our Line of Credit), and our investments in short-term financial instruments.
As the geographical scope of our business broadens, we may engage in foreign currency hedging transactions in the future. Interest Rates Our exposure to risk for changes in interest rates relates primarily to borrowings under the Credit Agreement (which includes the Irwin Term Loan as well as our Line of Credit), and our investments in short-term financial instruments.
As of December 31, 2024, the Company had $13,125 outstanding on the Term Loans and $0 under its Line of Credit. Investments of our cash balances in both fixed-rate and floating-rate interest-earning instruments carry some interest rate risk.
As of December 31, 2025 the Company had $39,102 outstanding on the Irwin Term Loan (of which $19,250 was swapped for a fixed rate, thereby eliminating interest rate variability on that portion of the loan) and $5,600 under its Line of Credit. Investments of our cash balances in both fixed-rate and floating-rate interest-earning instruments carry some interest rate risk.
Removed
The Company entered into a forward contract to purchase CAD $25.0 million, as the Company anticipated providing additional working capital funding beyond the CAD $23.2 million purchase price for MRC. As the geographical scope of our business broadens, we may engage in additional foreign currency hedging transactions in the future.

Other FTLF 10-K year-over-year comparisons