FITLIFE BRANDS, INC.

None.

Part II

Since September 18, 2023, our Common Stock has been listed on the Nasdaq Capital Market under the symbol “FTLF”. 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:

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"). The 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. 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.

On May 13, 2025, 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 $5,000,000 of the Company's Common Stock over the subsequent 24 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.

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.

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.