Business Description

Nutrition Centers, Inc. (“ GNC ”) stores located both domestically and internationally. 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. 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. The Company’s common stock, par value $0.01 per share (“ Common Stock ”), trades under the symbol “FTLF” on the Nasdaq Capital Market. 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. 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. 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. 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. The nutrition industry is generally categorized into the following segments: ● Natural & Organic Foods (products such as cereals, milk, non-dairy beverages and frozen meals); ● Functional Foods (products with added ingredients or fortification specifically for health or performance purposes); ● Natural & Organic Personal Care and Household Products; and ● Supplements. Management believes that the following factors drive growth in the nutrition industry: ● The general public’s awareness and understanding of the connection between diet and health; ● The aging population in the Company’s markets who tend to use more nutritional supplements as they age; ● Increasing healthcare costs and the consequential trend toward preventative medicine and non-traditional medicines; and ● Product introductions in response to new scientific studies. Our Products The Company currently focuses its sales and marketing efforts on its full line of sports, weight loss and general nutrition products that are currently marketed and sold both domestically and internationally. 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. 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. 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.…