FITLIFE BRANDS INC

None.

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SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, there unto duly authorized.

In accordance with the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated.

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TABLE OF CONTENTS

To the Stockholders and the Board of Directors of FitLife Brands, Inc.

Omaha, NE

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of FitLife Brands, Inc. (the “Company”) as of December 31, 2023 and 2022, the related consolidated statements of operations, stockholders’ equity, and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Acquisition of Mimi’s Rock - Fair Value of Intangible Assets

As described in Note 8 to the consolidated financial statements, the Company acquired Mimi’s Rock for net cash consideration of $17.1 million in 2023, which resulted in the recording of a $7.6 million an intangible asset. Management recorded the intangible asset acquired at fair value on the date of acquisition using an income approach. Management applied judgment in estimating the fair value of intangible asset acquired, which included the use of assumptions with respect to future earnings before interest, taxes, depreciation and amortization (EBITDA) margins, revenue growth rates and discount rates.

The principal considerations for our determination that performing procedures relating to the fair value of intangible asset recorded in the acquisition of Mimi’s Rock constituted a critical audit matter are: (i) there was a high degree of auditor judgment and subjectivity in performing procedures relating to the fair value measurement of intangible assets acquired due to the judgment applied by management when developing the estimate; (ii) that significant audit effort was required in evaluating the assumptions relating to the estimated fair value of intangible assets, including future EBITDA margins, revenue growth rates, and discount rates; and (iii) that the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included, among others, (i) reading the purchase agreement; (ii) testing management’s process for estimating the fair value of intangible assets; (iii) evaluating the appropriateness of the valuation method given the nature of the asset; (iv) testing the completeness, accuracy, relevance and reliability of the data used in estimating the fair value of intangible assets; and (v) evaluating the reasonableness of the significant assumptions used by management.

We have served as the Company’s auditor from 2018 through 2019, and since October 2022.

Weinberg & Company, P.A.

Los Angeles, California

March 29, 2024

(in thousands, except per share amounts)

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(in thousands, except per share amounts)

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

(in thousands)

(in thousands)

FOR THE YEAR ENDED DECEMBER 31, 2023 AND 2022

NOTE1. DESCRIPTION OF BUSINESS

Summary

FitLife Brands, Inc. (the “Company”) is a national 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"); and (iii) Dr. Tobias, All Natural Advice, and Maritime Naturals (together, the “MRC Products"); and (iv) MusclePharm.

The Company distributes the NDS Products principally through franchised General Nutrition Centers, Inc. (“GNC”) stores located both domestically and internationally, and, with the launch of Metis Nutrition, through corporate GNC stores in the United States. The iSatori Products are sold through more than 17,000 retail locations, which include specialty, mass, and online. The Company distributes the MRC Products primarily online. MusclePharm’s products are sold to both wholesale customers as well as online directly to the end consumer.

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.

On* December 4, 2022,the Company entered into an Arrangement Agreement with Mimi’s Rock Corp. (“MRC”), pursuant to which the Company agreed to acquire MRC. On February 28, 2023,the Company completed the acquisition of MRC. Total consideration for the acquisition of MRC was $17,099, of which $12,500 was funded using proceeds from a new term loan, and $4,599 from the Company’s available cash. See Note8* to the financial statements for additional disclosure regarding the acquisition of MRC.

On* October 10, 2023,the Company acquired substantially all of the assets of MusclePharm Corporation (“MusclePharm”) through an asset purchase transaction under Section363* of the U.S. Bankruptcy Code. The Company acquired substantially all of the assets and assumednone of the liabilities of MusclePharm other thande minimus cure costs relating to certain assumed contracts. Total consideration for the acquisition was approximately $18,500 cash. Of this amount, $10,000 was funded using proceeds from a new term loan provided by First Citizens Bank, with the remainder funded from the Company’s available cash balances. See Note9 for additional disclosure regarding the acquisition of MusclePharm.

NOTE2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Company prepares its financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Significant accounting policies are as follows:

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany accounts and transactions have been eliminated in the consolidated financial statements.

F-6

Foreign Currency Translation

The functional currency of the Company is the U.S. dollar. The functional currency of the Company’s Canadian subsidiaries is the Canadian dollar. The assets and liabilities of the Company’s foreign subsidiaries are translated into U.S. dollars using end-of-period exchange rates. Changes in reported amounts of assets and liabilities of foreign subsidiaries that occur as a result of changes in exchange rates between foreign subsidiaries’ functional currencies and the U.S. dollar are included in foreign currency translation adjustment. Foreign currency translation adjustment is included as a component of stockholders’ equity in the accompanying consolidated balance sheets. Revenue and expense transactions use an average rate prevailing during the period of the related transaction. Transaction gains and losses that arise from exchange rate fluctuations denominated in a currency other than the functional currency of each subsidiary are included in the results of operations as incurred.

Use of Estimates and Assumptions

The preparation of financial statements in conformity with 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.

Those estimates and assumptions include estimates for reserves of uncollectible accounts receivable, allowance for inventory obsolescence, product returns, depreciable lives of property and equipment, allocation of purchase price from business combinations, analysis of impairment of goodwill, realization of deferred tax assets, accruals for potential liabilities and assumptions made in valuing stock instruments issued for services. Management evaluates these estimates and assumptions on a regular basis. Actual results could differ from those estimates.

Revenue Recognition

The Company’s revenue is comprised of sales of nutritional supplements and wellness products to consumers.

The Company accounts for revenue in accordance with FASB ASC606. The underlying principle of ASC606 is to recognize revenue to depict the transfer of goods or services to customers at the amount expected to be collected. ASC606 creates afive-step model that requires entities to exercise judgment when considering the terms of contract(s), which includes (1) identifying the contract(s) or agreement(s) with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. Under ASC606, 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.

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 areno 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. For these transactions, the Company evaluated principal versus agent considerations to determine appropriateness of recording distribution and platform fees paid tothird-party e-commerce companies as an expense or as a reduction of revenue. The Company records distribution and platform fees to cost of goods sold in the consolidated statements of income and comprehensive income. Distribution and platform fees arenot recorded as a reduction of revenue because the Company:1) owns the goods before they are transferred to the customer,2) can direct Amazon, similar to otherthird-party logistics providers (“Logistic Providers”), to return the Company’s inventory to any location specified by the Company,3) has the responsibility to make customers whole following any returns made by customers directly to Logistic Providers and the Company retains the back-end inventory risk,4) is subject to credit risk (i.e., credit card chargebacks),5) establishes prices of its products,6) can determine who fulfills the goods to the customer (Amazon or the Company) and7) can limit quantities or stop selling the goods at any time. Based on these considerations, the Company is the principal in this arrangement. Advertising fees paid to Amazon are recorded in selling, general and administrative expense in the consolidated statements of income and comprehensive income.

F-7

The Company disaggregates revenue into geographical regions and distribution channels. The Company determines that disaggregating revenue into these categories achieves the disclosure objective to depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors.

Online revenue, which consists of revenue generated from sales on the Company’s own websites as well asthird-party e-commerce platforms such as Amazon, for the year ended* December 31, 2023was approximately 63% of total revenue, compared to roughly 28% of total revenue during the sametwelve*-month period in2022.

Sales to customers in the U.S. were approximately 93% and 99% for the year ended* December 31, 2023and2022,* 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. Shipping and handling activities are performed before the customer obtains control of the goods and therefore represent a fulfillment activity rather than promised goods to the customer. Payments for sales are generally made by check, credit card, or wire transfer. Historically the Company hasnot experienced any significant payment delays from customers.

For direct-to-consumer sales, the Company allows for returns within30 days of purchase. 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. Food and Drug Administration.

A right of return doesnot 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. Upon evaluation of returns, the Company determined that product returns are immaterial, and therefore believes it is probable that such returns willnot cause a significant reversal of revenue in the future. We assess our contracts and the reasonableness of our conclusions on a quarterly basis.

Customer and Vendor Concentration

Total net sales to GNC during2023 and2022 were 33% and 67 % of total revenue for the years ended* December 31, 2023and2022,* respectively. Accounts receivable attributable to GNC as of* December 31, 2023and2022* represented 30% and 43% of the Company’s total accounts receivable balance, respectively.

As of* December 31, 2023and2022,* there wasone vendor who accounted for 51% and 78% of the Company's consolidated accounts payable, respectively. For the year ended* December 31, 2023,there were three vendors who accounted for 37%,30%, and 10% of the Company's inventory-related purchases. For the year ended December 31, 2022,*there weretwo vendors who accounted for 49% and 18% of the Company's inventory-related purchases, respectively.

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 donot bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable. The Company will maintain allowances for doubtful accounts, estimating losses resulting from the inability of its customers to make required payments for products. Accounts with known financial issues arefirst reviewed and specific estimates are recorded. The remaining accounts receivable balances are then grouped into categories by the number of days the balance is past due, and the estimated loss is recorded based upon management’s assessment of collectability. Account balances are charged off against the allowance when it is probable that the receivable willnot be recovered.

As of* December 31, 2023and2022,* the Company had provided a reserve for doubtful accounts of $17 and $50, respectively.

F-8

Product Returns, Sales Incentives and Other Forms of Variable Consideration

In measuring revenue and determining the consideration the Company is entitled to as part of a contract with a customer, the Company takes into account the related elements of variable consideration. Such elements of variable consideration include, but arenot limited to, product returns and sales incentives, such as markdowns and margin adjustments. For these types of arrangements, the adjustments to revenue are recorded at the later of when (i) the Company recognizes revenue for the transfer of the related products to the customers, or (ii) the Company pays, or promises to pay, the consideration.

We currently have a30-day product return policy for direct-to-consumer sales, which allows for a100% sales price refund for the return of unopened and undamaged products purchased from us online throughone of our websites or e-commerce platforms. 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. 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, whereby customers can return product for credit or refund. Product returns can and do occur from time to time and can be material.

For the sale of goods with a right of return, the Company estimates variable consideration using the most likely amount method and recognizes revenue for the consideration it expects to be entitled to when control of the related product is transferred to the customers and records a product returns liability for the amount it expects to credit back its customers. Under this method, certain forms of variable consideration are based on expected sell-through results, which requires subjective estimates. These estimates are supported by historical results as well as specific facts and circumstances related to the current period. The product returns liability includes estimates that directly impact reported revenue. These estimates are calculated based on a history of actual returns, estimated future returns and information provided by customers regarding their inventory levels. Consideration of these factors results in an estimate for anticipated sales returns that reflects increases or decreases related to seasonal fluctuations. In addition, as necessary, product returns liability* maybe 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 arenot* limited to, changes in the retail environment and the Company's decision to continue to support new and existing products.

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. 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, 2023and2022* amounted to $571 and $590, respectively.

Cost of Goods Sold

Cost of goods sold is comprised of the costs of products, in-bound freight charges, shipping and handling costs, purchase and receiving costs, and commissions paid to Amazon and other online selling platforms. Other expensenot related to the production and distribution of our products is classified as operating expense.

Cash, Cash Equivalents, and Restricted Cash

The Company’s cash balances on deposit with banks are guaranteed by the Federal Deposit Insurance Corporation up to $250 at* December 31, 2023.The Company maybe exposed to risk for the amounts of funds held in bank accounts more than the insurance limit. In assessing the risk, the Company’s policy is to maintain cash balances with high-quality financial institutions. The Company had cash balances more than the guarantee during the years ended December 31, 2023and2022.* Management believes that the financial institutions that hold the Company’s cash are financially sound and, accordingly, minimal credit risk exists.

Restricted cash consists of cash on deposit with a financial institution in an interest-bearing account pursuant to a credit card agreement.

F-9

Inventory

Inventory is stated at the lower of cost or net realizable value, with costs determined on afirst-in,first-out (FIFO) basis. We regularly review our inventory quantities on hand and record a provision for excess and obsolete inventory based primarily on our estimated forecast of product demand and/or our ability to sell the product(s) concerned and production requirements. Demand for our products can fluctuate significantly. Factors that could affect demand for our products include unanticipated changes in consumer preferences, general market conditions or other factors, which* mayresult in cancellations of advance orders or a reduction in the rate of reorders placed by customers. 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.

As of* December 31, 2023and2022,* the aggregate allowance for expiring, slow moving and excess inventory amounted to $162 and $107, respectively.

Leases

The Company accounts for its leases in accordance with the guidance of ASC842, Leases. The Company determines whether a contract is, or contains, a lease at inception. Right-of-use assets represent the Company’s right to use an underlying asset during the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are recognized at lease commencement based upon the estimated present value of unpaid lease payments over the lease term. The Company uses its incremental borrowing rate based on the information available at lease commencement in determining the present value of unpaid lease payments.

Property and Equipment

Property and equipment is recorded at cost and depreciated over the estimated useful lives of the assets using the straight-line method. The Company amortizes leasehold improvements over the estimated life of these assets or the term of the lease, whichever is shorter. When items are retired or otherwise disposed of, income is charged or credited for the difference between net book value and proceeds realized. Ordinary maintenance and repairs are charged to expense as incurred, and replacements and betterments are capitalized.

The range of estimated useful lives used to calculate depreciation for principal items of property and equipment are as follows:

Management regularly reviews property, equipment and other long-lived assets for possible impairment. This review occurs annually or more frequently if events or changes in circumstances indicate the carrying amount of the asset* may**not* be recoverable. Based upon management’s annual assessment, there wereno indicators of impairment of the Company’s property and equipment and other long-lived assets as of* December 31, 2023and2022.*

Intangible and Long-lived Assets

Intangible assets are recorded at cost and amortized using the straight-line method over their estimated useful lives. The Company regularly reviews the carrying value and estimated lives of its long-lived assets and intangible assets to determine whether indicators of impairment* may*exist which warrant adjustments to carrying values or estimated useful lives. The determinants used for this evaluation include management’s estimate of the asset’s ability to generate positive income from operations and positive cash flow in future periods as well as the strategic significance of the assets to the Company’s business objectives. Should an impairment exist, the impairment loss would be measured based on the excess of the carrying amount of the long-lived asset group over the asset’s fair value.

F-10

There wereno impairment charges incurred during the years ended* December 31, 2023and2022.*

Goodwill

The Company has determined that it has a single reporting unit for purposes of performing its goodwill impairment test. The Company reviews goodwill for impairment on an annual basis or whenever events or changes in circumstances indicate the carrying value* may**not* be recoverable. The Companyfirst assesses qualitative factors to determine whether it is more-likely-than-not that the fair value of the reporting unit is less than the carrying amount as a basis for determining whether it is necessary to perform an impairment test. If the qualitative assessment warrants further analysis, the Company compares the fair value of the reporting unit to its carrying value. The fair value of the reporting unit is determined using the market approach. The Company determines the amount of a potential goodwill impairment by comparing the fair value of the reporting unit with its carrying amount. To the extent the carrying value of a reporting unit exceeds its fair value, a goodwill impairment charge is recognized.

As the Company uses the market approach to determine fair value of the reporting unit, the price of its common stock is an important component of the fair value calculation. 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 wereno impairment charges incurred during the years ended* December 31, 2023and2022.*

Acquisitions and Business Combinations

The Company allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed, and separately identified intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but arenot limited to, future expected cash flows from acquired trademarks and trade names, useful lives, and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results* maydiffer from estimates. During the measurement period, which is the period needed to gather all information necessary to make the purchase price allocation,not to exceedone* year from the acquisition date, we* may*record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings.

Income Taxes

The Company accounts for income taxes under FASB ASC Topic740, Income Taxes (“ASC740**”). Under the asset and liability method of ASC740, deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The deferred tax assets of the Company relate primarily to operating loss carryforwards for federal income tax purposes. The deferred tax liabilities of the Company relate primarily to intangible assets that arenot deductible for tax purposes in the jurisdictions to which they relate.

The Company periodically evaluates its tax positions to determine whether it is more likely thannot that such positions would be sustained upon examination by a tax authority for all open tax years, as defined by the statute of limitations, based on their technical merits. 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, 2023,and2022,* the Company hasnot established a liability for uncertain tax positions.

F-11

Net Income Per Share

Basic net income per share is computed by dividing net income by the weighted average number of common shares outstanding for the period. Diluted earnings per share is computed by dividing the net income available to common stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued using the treasury stock method. Potential common shares are excluded from the computation when their effect is antidilutive. The dilutive effect of potentially dilutive securities is reflected in diluted net income per share if the exercise prices were lower than the average fair market value of common shares during the reporting period.

Basic and diluted weighted-average shares outstanding and antidilutive options that were excluded from diluted weighted average shares outstanding are as follows:

Fair Value Measurements

The Company uses various inputs in determining the fair value of its investments and measures these assets on a recurring basis. Financial assets recorded at fair value in the balance sheets are categorized by the level of objectivity associated with the inputs used to measure their fair value. FASB ASC Topic820, Fair Value, establishes athree-level valuation hierarchy for the use of fair value measurements based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date:

The carrying amounts of financial assets and liabilities, such as cash and cash equivalents, restricted cash, accounts receivable and accounts payable, approximate their fair values because of the short maturity of these instruments. The carrying value of its notes payable approximate their fair value based on the market interest rates of these notes.

F-12

Stock Compensation Expense

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.

Such issuances vest and expire according to the terms established at the issuance date.

Stock-based payments to officers, directors, employees and consultants for acquiring goods and services from nonemployees, which include grants of employee stock options, are recognized in the financial statements based on their grant date fair values in accordance with ASC718, Compensation-Stock Compensation. Stock-based payments to officers, directors, and employees, which are generally 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. 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.

Segments

The Company operates inone segment for the distribution of our products. In accordance with FASB ASC Topic280, Segment Reporting, the Company’s chief operating decision maker has been identified as the Chief Executive Officer, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in: economic characteristics; nature of products and services; and procurement, manufacturing and distribution processes. Since the Company operates inone segment, all financial information required by “Segment Reporting” can be found in the accompanying consolidated financial statements.

Recent Accounting Pronouncements

In* June 2016,the FASB issued ASU2016*-13, Financial Instruments–* Credit Losses (Topic326): Measurement of Credit Losses on Financial Instruments* (“ASU2016*-13*”). The amendments included in ASU2016-13 require the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Although the new standard, known as the current expected credit loss (“CECL”) model, has a greater impact on financial institutions, most other organizations with financial instruments or other assets (trade receivables, contract assets, lease receivables, financial guarantees, loans and loan commitments, and held-to-maturity debt securities) are subject to the CECL model and will need to use forward-looking information to better evaluate their credit loss estimates. Many of the loss estimation techniques applied today will still be permitted, although the inputs to those techniques will change to reflect the full amount of expected credit losses. In addition, ASU2016-13 amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. ASU2016-13 was originally effective for public companies for fiscal years beginning after* December 15, 2019.In Novemberof2019,* the FASB issued ASU2019-10, which delayed the implementation of ASU2016-13 to fiscal years beginning after* December 15, 2022for smaller reporting companies. The Company has adopted this guidance beginning January 1, 2023.This guidance didnot* have a significant impact on the Company’s financial statements.

In* September 2022,the FASB issued ASU2022*-04, Liabilities-Supplier Finance Programs (Subtopic405-50): Disclosure of Supplier Finance Program Obligations. The ASU requires buyers to disclose information about their supplier finance programs. Interim and annual requirements include the disclosure of outstanding amounts under the obligations as of the end of the reporting period, and annual requirements include a roll-forward of those obligations for the annual reporting period, as well as a description of payment and other key terms of the programs. This update is effective for annual periods beginning after* December 15, 2022,and interim periods within those fiscal years, except for the requirement to disclose roll-forward information, which is effective for fiscal years beginning after December 15, 2023.The Company adopted ASU2022*-04 on* January 1, 2023,and there wasno* material impact on our financial statements.

In* November 2023,the FASB issued ASU2023*-07, Segment Reporting (Topic280*): Improvements to Reportable Segment Disclosure*, which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expense categories that are regularly provided to the chief operating decision maker and included in each reported measure of a segment’s profit or loss. The update also requires all annual disclosures about a reportable segment’s profit or loss and assets to be provided in interim periods and for entities with a single reportable segment to provide all the disclosures required by ASC280, Segment Reporting, including the significant segment expense disclosures. This standard will be effective for the Company on* January 1, 2024and interim periods beginning in fiscal year2025,* with early adoption permitted. The updates required by this standard should be applied retrospectively to all periods presented in the financial statements. The Company doesnot expect this standard to have a material impact on its results of operations, financial position or cash flows.

Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission didnot or arenot believed by management to have a material impact on the Company’s present or future financial statements.

F-13

NOTE3. INTANGIBLE ASSETS

Intangible assets are amortized on a straight-line basis over their estimated useful lives. The following table sets forth the components of the identifiable intangible assets acquired and their estimated useful lives as of* December 31, 2023and2022.*

Amortization expense was $42 for the years ended* December 31, 2023and 2022.*

NOTE4. INVENTORIES

The Company’s inventories as of* December 31, 2023and2022* were as follows:

NOTE5. PROPERTY AND EQUIPMENT

The Company's property and equipment balances as of* December 31, 2023and2022* were as follows:

Depreciation expense for property and equipment was $52 for the year ended* December 31, 2023compared to $24 for the year ended December 31, 2022.*

F-14

NOTE6. NOTES PAYABLE

Notes payable consisted of the following:

Credit Agreements–* First Citizens Bank*

On* February 23, 2023,the Company entered into an Amended and Restated Credit Agreement (the “Credit Agreement”) with First Citizens Bank (the “Bank”), amending and restating that certain Credit Agreement, dated September 24, 2019,*between the Company and the Bank. Pursuant to the Previous Credit Agreement, the Bank provided the Company with a term loan for the principal amount of $12,500 (“Term Loan A”), and a revolving line of credit of $3,500 (the “Line of Credit”, and collectively with the Term Loans, the “Loan”). The Company used the proceeds from the Loan to fund the acquisition of MRC and for general working capital purposes, including those of MRC.

Second Amended and Restated Credit Agreement

On* October 10, 2023,the Company entered into a Second Amended and Restated Credit Agreement (the “Amended Credit Agreement”) with the Bank, amending and restating the Credit Agreement, between the Company and the Bank. Pursuant to the Amended Credit Agreement, the Bank provided the Company with an additional Term Loan (“Term Loan B”) for the principal amount of $10,000 and extended the Line of Credit of $3.5 million to December 15, 2024.The Company used the proceeds from the loan to fund the acquisition of assets of MusclePharm (discussed in further detail in Note8*) and for general working capital purposes.

Pursuant to the Amended Credit Agreement, the Term Loans accrue interest at a per annum rate equal to 2.75% above theone-month secured overnight financing rate published for such day by the Federal Reserve Bank of New York (“Term SOFR Rate”); and the Company shall make payments on* March10th,* * June10th,* * September10th,* and* December10th* of each calendar year, of principal plus accrued interest on the Term Loans in amounts sufficient to fully amortize Term Loan A through* February 28, 2028and Term Loan B through October 10, 2028;and outstanding advances under the Line of Credit (“Advances”) will accrue interest at the Applicable Rate and the Company will pay the interest on the Advances monthly, with all principal and any accrued interest on outstanding Advances being due and payable in full on the Line of Credit maturity date. The Company mayprepay amounts borrowed under the Loan, in whole or in part with accrued interest to the date of such prepayment on the amount prepaid, by written notice to Bank at leastone* business day prior to the proposed prepayment.

The Agreement contains customary events of default (each an “Event of Default”), which upon the occurrence of an Event of Default, among other things, interest will accrue at the Applicable Rate plus 2% per annum, and the Bank* maydeclare all obligations, with interest thereon, immediately due and payable. The Agreement further contains customary representations and warranties of the Company; customary indemnification provisions whereby the Company will indemnify Bank 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 Agreement) ofnot* less than 1.25 to1.00 as tested quarterly on a trailingtwelve-month basis, starting with the fiscal quarter ending* December 31, 2023,a Funded Debt to EBITDA Ratio (as defined in the Credit Agreement) ofnot* more than 2.50 to1.00 as tested quarterly on a trailingtwelve-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, 2025and a Cash Flow Leverage threshold (as defined in the Agreement) of at least 1.15 isnot* met, the Company will be required to make a prepayment on the Term Loan equal to 50% of the Excess Cash Flow (as defined in the Agreement). The Company was in compliance with all covenants as of* December 31, 2023.*

As of* December 31, 2023,*the borrowings outstanding on the Term Loans and Line of Credit were $20,125 and $0, respectively.

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Maturities of the Company's Term Loans are as follows:

NOTE7. EQUITY

The Company is authorized to issue 60,000 shares of Common Stock, $0.01 par value per share, of which 4,598 and 4,507 shares of Common Stock were issued and outstanding as of* December 31, 2023and2022,* respectively.

Common Stock Issued for Services

In* February 2021,the Company granted an officer an aggregate of 160 restricted share units (“RSUs”) with a fair value of $468. The Company recorded $31 and $287 of stock compensation expense related to RSUs during the years ended December 31, 2023and2022,* respectively. As of* December 31, 2023and2022,* there was $0 and $31 of unamortized compensation expense associated with the grant of the RSUs.

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 of the Company's Common Stock over the subsequent 24 months (the "Share Repurchase Program"), as amended September 23, 2019to increase the repurchase amount to $1, 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, 2019to increase the repurchase amount to $2,500 over the subsequent 24 months, and further amended on February 1, 2021*to increase the repurchase amount to up to $5,000 over the subsequent 24 months.

On* March 17, 2023,the Board approved an extension of the Share Repurchase Program. Under the extended and amended Share Repurchase Program, the Board authorized management to repurchase up to $5,000 of the Company's Common Stock over the subsequent24* months, at a purchase price equal to the fair market value of the Company's Common Stock on the date of purchase, with the exact date and amount of such purchases to be determined by management. All other terms of the Share Repurchase Program remain unchanged.

During the year ended* December 31, 2023,the Company didnot repurchase any shares of the Company’s Common Stock under the Share Repurchase Program. As of December 31, 2023,the Company may*purchase up to $5,000 of additional shares of Common Stock under the Share Repurchase Program.

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Treasury Shares

In* January 2022,the Company retired all treasury shares. All shares repurchased by the Company subsequent to January 2022were retired immediately upon acquisition. As of December 31, 2023,*there areno shares held in treasury.

Information regarding options outstanding as of* December 31, 2023*is as follows:

The closing price for the Company’s Common Stock on* December 29, 2023*was $19.10, resulting in an intrinsic value of outstanding options of $5,155.

During the year ended* December 31, 2023,the Company granted stock options to employees to purchase 117 shares of Company Common Stock. The stock options are exercisable at an average price of $19.10 per share, expire infive years and primarily vest as follows:one-third vested immediately upon issuance, and the remainder vest equally in equal annual installments over a period oftwo* years from grant date. The total fair value of these options at grant date was approximately $1,014, which was determined using the Black-Scholes option pricing model with the following average assumption: stock price of $19.10 per share, expected term of 5 years, volatility of 45%, dividend rate of 0% and risk-free interest rate of 4.1%. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of measurement corresponding with the expected term of the share option award; the expected term represents the weighted-average period of time that share option awards granted are expected to be outstanding giving consideration to vesting schedules and historical participant exercise behavior; the expected volatility is based upon historical volatility of the Company’s Common Stock; and the expected dividend yield is based on the fact that the Company hasnot paid dividends in the past and doesnot expect to pay dividends in the future.

During the year ended* December 31, 2022,the Company granted stock options to employees to purchase 10 shares of Company Common Stock. The stock options are exercisable at an average price of $15.65 per share, expire infive years and vest as follows:one-fourth vested immediately upon issuance, and the remainder vest equally in equal annual installments over a period ofthree* years from grant date. The total fair value of these options at grant date was approximately $90, which was determined using the Black-Scholes option pricing model with the following average assumption: stock price of $15.65 per share, expected term of 5 years, volatility of 67%, dividend rate of 0% and risk-free interest rate of 2.7%. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of measurement corresponding with the expected term of the share option award; the expected term represents the weighted-average period of time that share option awards granted are expected to be outstanding giving consideration to vesting schedules and historical participant exercise behavior; the expected volatility is based upon historical volatility of the Company’s Common Stock; and the expected dividend yield is based on the fact that the Company hasnot paid dividends in the past and doesnot expect to pay dividends in the future.

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The Company recognized $442 and $76 of stock compensation expense related to the vesting of these options during the years ended* December 31, 2023and2022,* respectively. As of* December 31, 2023,*there was $740 of unvested stock compensation that will be recognized as an expense in future periods as the options vest.

Warrants

As of* December 31, 2021,143 warrants at an exercise price of $1.15 per share were outstanding. During the years ended December 31, 2023and2022,* no warrants were granted andno warrants expired. During the year ended* December 31, 2023,*143,480 shares of Common Stock were issued for the exercise of all outstanding warrants, resulting in net proceeds to the Company of $165.

Total outstanding warrants to purchase shares of Common Stock as of* December 31, 2023and2022** *amounted to 0 and 143,480, respectively.

NOTE8. ACQUISITION OF MIMI’S ROCK CORP

On* December 4, 2022,the Company entered into an Arrangement Agreement with Mimi’s Rock Corp. (“MRC”), pursuant to which the Company agreed to acquire all of the equity interests of MRC. The acquisition closed on February 28, 2023.*MRC is headquartered in Oakville, Ontario, Canada. The purchase price of $17,099 was paid with proceeds from the Term Loan as well as cash on hand.

During the years ended* December 31, 2023and2022,* the Company incurred $1,570 and $225, respectively, of transaction-related costs for the acquisition of MRC.

The Company accounted for the acquisition as a business combination under Accounting Standards Codification (“ASC”)805, Business Combinations. The following table summarizes the allocation of the purchase price based on the fair value of the assets acquired and liabilities assumed on the date of acquisition:

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The purchase was intended to augment and diversify the Company’s product offerings and lineup. Key factors that contributed to the recorded intangible assets and goodwill were the opportunity to complement existing operations of the Company and the opportunity to generate future synergies within the nutritional supplement and wellness business.

Pro Forma Condensed Combined Financial Information (Unaudited) (In thousands)

The following presents the Company’s unaudited pro forma financial information for the years ended* December 31, 2023and2022,* respectively, giving effect to the acquisition of MRC as if it had occurred at* January 1, 2022.Included in the pro forma information is: fair value adjustment to inventory acquired during the years ended December 31, 2023and2022,* removal of transaction-related costs related to the acquisition of MRC, removal of the interest costs from MRC’s debt prior to the closing of the acquisition, and interest on borrowings made by the Company based on the projected balance of the Term Loan for the respective periods presented in this pro forma.

The pro forma adjustments donot reflect adjustments for anticipated operating efficiencies that the Company expects to achieve as a result of this acquisition. The pro forma financial information is for informational purposes only and doesnot purport to present what the Company’s results would actually have been had the transaction actually occurred on the dates presented or to project the combined company’s results of operations or financial position for any future period.

MRC revenue and net income for the period from* February 28, 2023to December 31, 2023*was $24,370 and $1,975, respectively.

NOTE9. ACQUISITION OF MUSCLEPHARM

On* October 10, 2023,the Company acquired substantially all of the assets and assumednone* of the liabilities other thande minimus cure costs relating to certain assumed contracts of MusclePharm Corporation (“MusclePharm”) through an asset purchase transaction under Section363 of the U.S. Bankruptcy Code. Total consideration for the acquisition, including legal costs, amounted to $18,788.

The Company accounted for the transaction as an asset acquisition under Accounting Standards Codification (“ASC”)805. The assets acquired consist of indefinite life intellectual property – brands with an estimated value of $18,593 – and inventory of $195.

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NOTE10. ** INCOME TAXES**

Components of the total provision for income taxes are as follows:

The Company is subject to income tax in the U.S., Canada, Germany and Barbados through its wholly owned subsidiaries. The combined statutory tax rate is 22% (24% in2022)

The provision for income taxes differs from the amount determined by applying the federal statutory rate as follows:

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The tax effects of significant temporary differences and credit and operating loss carryforwards that give rise to the net deferred tax assets and tax liabilities are as follows:

The Company has assessed the realizability of the net deferred tax assets by considering the relevant positive and negative evidence available to determine whether it is more likely thannot that some portion or all of the deferred tax assets will be realized. In making such a determination, the Company considered all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies, and recent results of operations.

Deferred income taxes havenot been recorded on the basis differences for investments in consolidated subsidiaries as these basis differences are indefinitely reinvested or will reverse in a non-taxable manner. Quantification of the deferred income tax liability, if any, associated with indefinitely reinvested basis differences isnot practicable.

As of* December 31, 2023,the Company has the following U.S. federal losses carried forward. U.S. federal losses incurred prior to2018* have a carry forward of20 years, subsequent losses can be carried forward indefinitely. The Canadian non-capital loss carry forwards expire between2037 and2043.

Utilization of net operating loss carry forwards* maybe subject to limitations in the event of a change in ownership as defined under U.S. IRC Section382,* and similar state provisions. An "ownership change" is generally defined as a cumulative change in the ownership interest of significant stockholders of more than50 percentage points over athree-year period. Such ownership change could result in a limitation of the Company's ability to reduce future income by net operating loss carry forwards. The Company acquired a subsidiary in2015.

The Company operates in a number of tax jurisdictions and is subject to examination of its income tax returns by tax authorities in those jurisdictions who* maychallenge any item on these returns. Because the tax matters challenged by tax authorities are typically complex, the ultimate outcome of these challenges is uncertain. The Company recognizes the effects of uncertain tax positions in the consolidated financial statements after determining that it is more-likely-than-not the uncertain tax positions will be sustained. As of December 31, 2023,the Company hasnot recorded any uncertain tax positions or any accrued interest and penalties on the consolidated balance sheet. During the year ended December 31, 2023,the Company didnot* record any interest and penalties in the consolidated statement of income and comprehensive income.

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NOTE11. COMMITMENTS AND CONTINGENCIES

We are currentlynot involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There isno action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of the Company or any of its subsidiaries, threatened against or affecting the Company, our Common Stock, any of our subsidiaries or of the Company’s or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

NOTE12. ** SUBSEQUENT EVENTS**

Subsequent to the end of2023, the Company made a scheduled amortization payment of $1,100 on its term loans as well as a voluntary payment of $2,500 on its Term Loan A.

NOTE13. RECLASSIFICATIONS

Certain prior year amounts have been reclassified to conform to current presentation. These reclassifications hadno effect on the reported operating income or net income on the Consolidated Statements of Income and Comprehensive Income. Certain costs previously classified as selling, general and administrative expense have been reclassified to merger and acquisition related expense on the Consolidated Statements of Income and Comprehensive Income.