Item 1.01 Entry into a Material Definitive Agreement.

Entry into Amended and Restated Credit Agreement

On February 23, 2023 (the "Loan Closing Date"), FitLife Brands, Inc. (the "Company") entered into an Amended and Restated Credit Agreement with First Citizens Bank (the "Bank") (the "Credit Agreement"), amending and restating that certain Credit Agreement, dated September 24, 2019, between the Company and the Bank. Pursuant to the Credit Agreement, the Bank provided the Company with a term loan for the principal amount of $12.5 million ("Term Loan"), and a revolving line of credit of $3.5 million (the "Credit Line", and collectively with the Term Loan, the "Loan"). The Company used the proceeds from the Loan to fund the consummation of the Acquisition (as defined below), and for general working capital purposes, including those of MRC (as defined below).

Pursuant to the Credit Agreement: (A) the Term Loan (i) accrues interest at a per annum rate equal to 2.75% above the one-month forward-looking term rate (the "Applicable Rate"), based on the secured overnight financing rate published for such day by the Federal Reserve Bank of New York ("Term SOFR Rate"), as in effect two banking days, subject to certain limitations, prior to (a) the Loan Closing Date, in the case of the initial Term SOFR Rate, and, (b) thereafter, the applicable first day of each calendar month ("Rate Adjustment Date"), adjusted for any reserve requirement and any subsequent costs arising from a change in government regulation; and (ii) and the Company shall make payments on March 10th, June 10th, September 10th, and December 10th of each calendar year, commencing on June 10, 2023, of principal plus accrued interest on the Term Loan in amounts sufficient to fully amortize the Term Loan through February 28, 2028 (the "Term Loan Maturity Date"), with all principal and accrued interest on the Term Loan being due and payable in full on the Term Loan Maturity Date; and (B) outstanding advances under the Line of Credit ("Advances") will accrue interest at the Applicable Rate, and commencing on April 1, 2023, and continuing on the 1st day of each calendar month thereafter until December 23, 2023, or the date of the termination in whole of the Line of Credit as otherwise set forth in the Amended and Restated Agreement (the "LOC Termination Date"), the Company shall make payments of accrued interest on Advances, and all principal and accrued interest on outstanding Advances shall be due and payable in full on the LOC Termination Date. The Company may prepay 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 least one 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 may declare all Obligations, with interest thereon, immediately due and payable. The Credit Agreement further contains: (X) customary representations and warranties of the Company; (Y) 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 (Z) customary affirmative and negative covenants, including, without limitation, covenants: (i) to maintain a Fixed Charge Coverage Ratio (as defined in the Credit Agreement) of net less than 1.25 to 1.00 as tested quarterly on a trailing twelve-month basis, starting with the fiscal quarter ending March 31, 2023; (ii) to maintain a 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 March 31, 2024; (iii) not to incur any indebtedness, except indebtedness already incurred on the date of the Credit Agreement, incurred for capital leases and purchase money obligations for fixed assets less than $100,000 without the Bank's prior approval, and payable to trade creditors in the ordinary course of business; (iv) not to undertake certain fundamental or corporate changes; and (v) not to make certain Dispositions (as defined in the Credit Agreement).

Entry into Additional Loan Documentation

Also on the Loan Closing Date, in connection with the Credit Agreement, the Company: (A) entered into a term note evidencing the Term Loan (the "Term Note"); (B) entered into a Security Agreement, by and between the Company, NDS Nutrition Products, Inc. ("NDS"), iSatori, Inc. ("IS"), 1000374984 Ontario Inc. ("Ontario", and collectively with the Company, NDS, and IS, the "Debtors"), and the Bank (the "Security Agreement"), pursuant to which all of the Company's obligations arising from or related to the Loan (the "Obligations") will be secured by the following assets of each of the Debtors: (i) accounts, contract rights, documents, documents of title, payment intangibles, investment property, chattel paper, instruments, deposit accounts and letter of credit right; (ii) inventory; (iii) equipment; (iv) general intangibles, including any intellectual property, consisting of any licenses, patents, copyrights, trademarks, proprietary source code or domain names; (v) accessions, attachments and other additions to the collateral; (vi) substitutes or replacements for any collateral, all proceeds, products, rents and profits of any collateral, all rights under warranties and insurance contracts covering the collateral, and any causes of action relating to the collateral; and (vii) books and records pertaining to any Collateral, including but not limited to any computer-readable . . .

Item 2.01 Completion of Acquisition or Disposition of Assets

As previously disclosed by the Company in its Current Report on Form 8-K, filed with the SEC on December 8, 2022 (the "Current Report"), the Company entered into an Arrangement Agreement (the "Agreement") with Ontario and Mimi's Rock Corp. ("MRC"), pursuant to which the Company agreed to acquire all of the issued and outstanding shares of capital stock of MRC (the "MRC Shares") for a total cash purchase price of approximately CAD $23.2 million (the "Purchase Price") (the "Acquisition").

The Acquisition was consummated on February 28, 2023 (the "Closing Date") in accordance with the terms of the Agreement. On the Closing Date, the Company paid (i) approximately CAD $14.2 million to retire all of MRC's outstanding indebtedness, and (ii) approximately CAD $9.0, or CAD $0.17 per share, to purchase the MRC Shares from its current shareholders.

The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which was filed as Exhibit 2.1 to the Current Report, and which is incorporated by reference herein.

Item 8.01 Other Events.

On the Closing Date, the Company issued a press release announcing the consummation of the Acquisition. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of business acquired

As permitted by Item 9.01(a)(3) of Form 8-K, the financial statements required by this Item will be filed by amendment to this Current Report on Form 8-K within 71 days following the date on which this Current Report on Form 8-K is required to be filed.

(b) Pro forma financial information

As permitted by Item 9.01(a)(3) of Form 8-K, the pro forma financial statements required by this Item will be filed by amendment to this Current Report on Form 8-K within 71 days following the date on which this Current Report on Form 8-K is required to be filed.



(d) Exhibits

Exhibit   Description
Number
 10.1       Amended and Restated Credit Agreement, dated February 23, 2023, between
          FitLife Brands Inc., and First Citizens Bank.
 10.2       Term Note, dated February 23, 2023, issued by FitLife Brands, Inc., to
          First Citizens Bank.
 10.3       Security Agreement, dated February 23, 2023, among FitLife Brands, Inc.,
          NDS Nutrition Products, Inc., iSatori, Inc., 1000374984 Ontario, Inc., and
          First Citizens Bank.
 10.4       Guaranty Agreement, dated February 23, 2023, among NDS Nutrition
          Products, Inc., iSatori, Inc., 1000374984 Ontario, Inc., and First
          Citizens Bank.
 99.1       Press Release issued by FitLife Brands, Inc., dated February 28, 2023.
  104     Cover Page Interactive Data File (embedded within the Inline XBRL
          document)

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