FitLife Brands Inc 2025年度报告

☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2025 OR☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number:000-52369 FITLIFE BRANDS, INC.(Exact name of Registrant as specified in its charter) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act.Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d)of the Act.Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the SecuritiesExchange Act of 1934, as amended, during the preceding 12 months (or for such shorter period that the registrant was required to file suchreports), and (2)has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such a shorter period that the registrant wasrequired to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reportingcompany or emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and"emerging growth company" in Rule 12b-2 of the Exchange Act.: Large accelerated filer☐Non–Accelerated filer☒ Accelerated filer☐Small reporting company☒Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness ofits internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report.☐Yes☒No If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).☐Yes☒No The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price atwhich the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of theregistrant’s most recently completed second fiscal quarter, was $50,749,000. As of March 31, 2026, there were 9,391,072 shares of common stock, $0.01 par value per share, issued and outstanding. ITEM1.Business1ITEM1A.Risk Factors7ITEM1B.Unresolved Staff Comments16ITEM 1C.Cybersecurity16ITEM2.Properties17ITEM3.Legal Proceedings17ITEM4.Mine Safety Disclosures17 PART II17 ITEM5.Market for Registrant’sCommonEquity,Related Stockholder Matters andIssuer Purchases of Equity Securities17ITEM6.Selected Financial Data18ITEM7.Management’s Discussion and Analysis of Financial Condition and Results of Operations18ITEM7A.Quantitative and Qualitative Disclosures About Market Risk27ITEM8.Consolidated Financial Statements and Supplementary Data27ITEM9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure27ITEM9A.Controls and Procedures27ITEM9B.Other Information28ITEM 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections28 PART III28 ITEM10.Directors, Executive Officers, and Corporate Governance28ITEM11.Executive Compensation28ITEM12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters28ITEM13.Certain Relationships and Related Transactions, and Director Independence28ITEM14.Principal Accountant Fees and Services28 ITEM15.Exhibits and Financial Statement Schedules29ITEM 16.Form 10-K Summary30 Forward Looking Statements—Cautionary Language This Annual Report on Form 10-K (the“Annual Report”) contains various“forward looking statements”within the meaning ofSection 21E of the Securities Exchange Act of 1934, as amended, regarding future events or the future financial performance of theCompany that involve risks and uncertainties. Certain statements included herein, including, without limitation, sta