FitLife Trademarks: Change in Securityholder Rights – Form 8-K


ftlf20211207_8k.htm

UNITED STATES

SECURITIES AND BILLS COMMISSION

Washington, DC 20549

SHAPE 8 THOUSAND

CURRENT REPORT

According to section 13 or 15 (d) of the

Securities Exchange Act of 1934

Date of the report (date of the earliest reported event): December 2, 2021

Commission reference number: 000-52369

FitLife Trademarks, Inc.

(Exact name of the registrant as stated in its articles of association.)

Nevada 20-3464383

(State or other jurisdiction of incorporation or organization)

(IRS employer identification number)

5214 p. 136th street, Omaha, Nebraska68137

(Address of the main offices)

402333-5260

(Telephone number of the participant)

Inapplicable

(former name or address, if changed since the last report)

Check the appropriate box below if the Form 8-K submission is also intended to meet the registrant’s submission requirements under one of the following requirements:

☐ Written communications in accordance with Rule 425 of the Securities Act (17 CFR 230.425)

☐ Requesting material according to Rule 14a-12 of the Exchange Act (17 CFR 240.14a-12)

☐ Notifications before the start in accordance with Rule 14d-2 (b) of the Stock Exchange Act (17 CFR 240.14d-2 (b))

☐ Notifications before the start in accordance with Rule 13e-4 (c) of the Stock Exchange Act (17 CFR 240.13e-4 (c))

Securities registered under Section 12 (b) of the Act:

Title of each class Trading symbol (s) Name of the exchange on which registered

N / A

N / A

N / A

Check marks to indicate whether the registrant is an emerging growth company within the meaning of Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Aspiring growth company ☐

If the company is an emerging growth company, check the box to indicate whether the registrant has chosen not to use the extended transition period to comply with new or revised accounting standards under Section 13 (a) of the Stock Exchange Act. ☐

Item 3.03 Significant change in the rights of the Securityholders.

The board of directors of FitLife Brands, Inc., a Nevada company (the “society“), has approved a forward stock split of the company’s approved, issued and outstanding shares of common stock with a par value of $ 0.01 per share (the”Common stock“), at a ratio of 4 to 1 (the”Forward split“). The forward split came into effect on December 2, 2021 (the”Effective Date“) and will start trading on this basis on December 8, 2021 (the”Trading day“) as approved by the Financial Industry Regulatory Authority (“FINRA“) on December 7, 2021.

Effects of the forward stock split

Effective Date; Symbol; CUSIP number.

The common stock is split on the trading day at the opening of business. In connection with the forward split, the CUSIP number for the common shares was changed to 33817P306. The company’s trading symbol, “FTLF”, remains unchanged; however, in accordance with FINRA procedures for forward stock splits, after the split, the company’s common stock will trade under the temporary symbol “FTLFD” for 20 trading days from the trading day to indicate that the forward split has occurred at the time the symbol will again reset to “FTLF”.

Split adjustment.

On the Effective Date, the total number of common shares held by each shareholder in the Company was automatically converted to the number of common shares equal to the number of common shares issued and outstanding held by each of those shareholders immediately prior to the forward split multiplied by four. The Company intends to treat shareholders who hold common shares by “street name” (that is, held through a bank, broker or other agent) in the same way as registered shareholders whose common shares are registered in their names. Banks, brokers, or other nominees are instructed to perform the forward split on their beneficial owners who hold shares of our common stock under “street name”; however, these banks, brokers or other nominees may have their own specific procedures for processing the forward split.

On the Effective Date, all options, warrants and other convertible securities of the Company outstanding immediately prior to the Forward Split were adjusted by multiplying the number of common shares into which the options, warrants and other convertible securities are exercisable or convertible by four and dividing the Exercise or conversion price by four, all in accordance with the terms of the plans, agreements or arrangements governing such options, warrants and other convertible securities and subject to rounding to the nearest whole share.

Certified and uncertified shares.

Shareholders who hold their shares in electronic form with brokerage firms do not need to do anything as the effects of the forward split are automatically reflected in their brokerage accounts.

Shareholders who have paper certificates can (but do not have to) submit the certificates to the company’s transfer and registrar, Colonial Stock Transfer (“Colonial“) at the address below. Colonial will issue a new share certificate to each applicant shareholder reflecting the forward split. Colonial can be contacted at (801) 355-5740 or:

Colonial rearrangement

66 Exchange Place, Ste 100

Salt Lake City, UT 84111

Nevada State Filing.

The company made the forward split as a result of filing a Certificate of Change (the “certificate“) with the Secretary of State of Nevada with effect from the Effective Date in accordance with the revised Nevada Bylaws (“NRS“) Section 78.209. Nevada law did not require any amendment to the Company’s Articles of Association in connection with the Forward Split. A copy of the Certificate is attached as Appendix 3.1 and is hereby incorporated by reference.

No shareholder approval required.

Shareholder approval is not required under Nevada law as the forward split has been approved by the company’s board of directors under NRS Section 78.207. Pursuant to NRS Section 78.207, the Company may conduct the forward split without the consent of shareholders if (i) both the number of approved common shares and the number of common shares issued and outstanding are proportionally increased; forward split; (ii) the forward split will not adversely affect any other share class in the Company; and (iii) the Company does not pay any money or issue shares to shareholders who would otherwise be entitled to receive a fraction of the share as a result of the forward split. As described herein, the forward split fulfills these requirements.

capitalization.

Prior to the forward split, the company was authorized to issue 15.0 million common shares. As a result of the forward split, the company is authorized to issue 60.0 million common shares. On December 7, 2021, there were 1,125,690 common shares outstanding. As a result of the forward split, 4,502,760 common shares will be in circulation. The forward split has no effect on the stated par value of the common shares. The forward split does not affect the company’s approved preferred shares. After the forward split, the company’s approved preferred stock of 10,000,000 shares will remain unchanged.

Immediately after the forward split, the percentage of each shareholder in the company and the proportional voting rights remain unchanged. The rights and privileges of holders of common shares will not be affected by the forward split.

Item 5.03 amendments to the statutes or statutes; Change in fiscal year.

The information set out in point 3.03 of this current report on Form 8-K is hereby incorporated into this point 5.03 by reference. A copy of the certificate is stored as Annex 3.1 to this current report on Form 8-K.

Item 9.01 Annual financial statements and annexes.

Exhibition No.

description

3.1

Change certificate for FitLife Brands, Inc., effective December 2, 2021

SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the registrant has duly signed this report on their behalf by the duly authorized signatory.

FitLife Trademarks, Inc.

December 7, 2021

From:

/ s / Dayton Judd

Dayton Judd

Managing Director

About Stephanie McGehee

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