UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported):   April 21, 2017

Commission File Number:   000-52369

FitLife Brands, Inc.
(Exact name of registrant as specified in its charter.)

Nevada
(State or other jurisdiction of incorporation or organization)
20-3464383
(IRS Employer Identification No.)



4509 S. 143rd Street, Suite 1, Omaha, Nebraska 68137
(Address of principal executive offices)

402-333-5260
(Registrant's Telephone number)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On April 21, 2017, FitLife Brands, Inc. (the " Company") entered into the third amendment to the Company's employment agreement with John Wilson, the Company's Chief Executive Officer and a member of the Company's Board of Directors, effective July 1, 2016 (the "Wilson Amendment"). The Wilson Amendment extends the term of Mr. Wilson's employment as the Company's Chief Executive Officer to June 30, 2018, and provides for an annual salary of $310,000. Under the terms of the Wilson Amendment, Mr. Wilson will receive 150,000 restricted shares of the Company's common stock, par value $0.01 per share ("Common Stock"), which shares shall vest upon the achievement of certain financial objectives set forth in the Wilson Amendment.

Also on April 21, 2017, the Company entered into the first amendment to the Company's employment agreement with Michael Abrams, the Company's Chief Financial Officer and a member of the Company's Board of Directors, effective July 1, 2016 (the "Abrams Amendment"). The Abrams Amendment extends the term of Mr. Abram's employment as the Company's Chief Financial Officer to April 30, 2018, and provides for an annual salary of $275,000. Under the terms of the Abrams Amendment, Mr. Abram's will receive 120,000 restricted shares of the Company's Common Stock, which shares shall vest upon the achievement of certain financial objectives set forth in the Abrams Amendment.



Item 4.01 Changes in Registrant's Certifying Accountant.

Dismissal of Independent Registered Public Accounting Firm

On April 21, 2017, Tarvaran, Askelson & Company, LLP ("TA") was dismissed as the independent registered public accounting firm of Fitlife Brands, Inc. (the "Company"). The Company's Board of Directors approved the dismissal of TA.

The reports of TA regarding the Company's financial statements for the fiscal years ended December 31, 2016 and 2015 did not contain an adverse opinion or disclaimer of opinion and were not modified as to uncertainty, audit scope, or accounting principles. During the Company's fiscal years December 31, 2016 and 2015, and through April 21, 2017, there were (i) no disagreements with TA on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of TA would have caused TA to make reference to the subject matter of the disagreements in connection with its report, and (ii) no "reportable events" as that term is defined in Item 304(a)(1)(v) of Regulation S-K.

The Company provided TA with a copy of the foregoing disclosures and requested TA to furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether or not TA agrees with the disclosures. A copy of TA's letter is filed as Exhibit 16.1 to this Current Report on Form 8-K.

New Independent Registered Public Accounting Firm

On April 21, 2017, the Company engaged Weinberg & Company ("Weinberg") as the Company's new independent registered public accounting firm. The appointment of Weinberg was approved by the Company's Board of Directors.

Disclaimer.

The foregoing descriptions of the Wilson Amendment and Abrams Amendment do not purport to be complete, and are qualified in their entirety by reference to the full text of the Wilson Amendment and Abrams Amendment attached hereto as Exhibits 10.1 and 10.2, respectively, each of which are incorporated by reference herein.

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
FitLife Brands, Inc.


Date:   April 26, 2017
By: /s/ Michael Abrams
Name: Michael Abrams
Title: Chief Financial Officer

Exhibit Index
 
Exhibit No.
  
Description
EX-10.1
  
Wilson Third Employment Amendment
EX-10.2
  
Abrams First Employment Amendment
EX-16.1
  
TAC Letter April 25, 2017





April 21, 2017


Mr. John Wilson

Chief Executive Officer

Fitlife Brands, Inc.

4509 S. l 43 rd Street, Suite 1

Omaha, NE 68137


Re: Third Amendment to the Employment Agreement dated December 31, 2009


Dear John:


This letter shall constitute an amendment (the “ Amendment ” ) to the Employment Agreement, dated December 31, 2009, as amended, dated April 13, 2012 and June 30, 2014 (together, the “ Agreement ” ) by and between FitLife Brands, Inc. (the “ Company ” ) and you ( “ you ” or the “ Executive ” ), and shall modify the Agreement, as expressly set forth below.  In the event of any conflict between the terms and provisions of this Amendment and the Agreement, the terms of this Amendment shall govern.


In connection with this Amendment, as additional consideration for the Amendment, the Company shall issue you 150,000 shares of the Company's common stock, which shares shall be restricted, under the terms of the Company ’ s 2010 Equity Incentive Plan ( “ Shares ” ), which Shares shall vest (i) 1/3 rd upon the Company achieving annual reported cash flow from operations ( “ CFFO ” ) exceeding $3.0 million; (ii) 1/3 rd upon CFFO exceeding $4.0 million; and (iii) 1/3 rd upon CFFO exceeding $5.0 million.   Upon the termination of Executive ’ s employment with the Company for any reason, any unvested Shares shall terminate and shall be of no further force and effect.


In consideration for the foregoing, and other good and valuable consideration, the Company and you agree to amend the Agreement as follows:


Section 3(a) and (b) of the Agreement shall be replaced in its entirety with the following, which shall be renumbered Section 3(a):


“ Effective July 1, 2016 through the Termination Date, the Executive's salary shall be $310,000 per annum (the “ Salary ” ).  The Executive ’ s Salary from July 1, 2016 through December 31, 2016 shall accrue as deferred compensation, and shall be paid to Executive at such time as determined by the Company ’ s Board of Directors, taking into consideration CFFO, but no later than December 31, 2017.  The Salary subsequent to January 1, 2017 shall be payable in regular installments in accordance with the Company's general payroll practices and subject to withholding and other payroll taxes.  

Upon the execution of the Amendment by both parties, the Executive shall be entitled to receive an annual cash bonus equal to 30% of the bonus pool established annually by the Company and approved by the Compensation Committee of the Board of Directors ( “ Committee ” ) ( “ Bonus ” ), which Bonus shall be based on financial and other objectives established by the Committee annually, including CFFO.

The Salary paid to Executive shall include all perquisites previously paid to Executive as additional compensation under the Agreement (including automobile and healthcare allowances, athletic club membership, home internet access, and other allowances and benefits).  Notwithstanding the above, Executive shall be reimbursed for expenses attributable to the business use of his cell phone;

In addition, during the Employment Period, the Executive shall be entitled to participate in all employee benefit programs from time to time for which senior executive employees of the Company and its Affiliates are generally eligible. ”






Section 3(c) of the Agreement shall be renumbered Section 3(b).


Section 3(f) of the Agreement shall be deleted.


Section 3(h) of the Agreement shall be renumbered Section 3(c).


Section 3(i) of the Agreement shall be renumbered Section 3(d)


Section 4(a) of the Agreement shall be amended as follows: “ June 30, 2012 ” in the opening sentence shall be replaced by “ June 30, 2018 ” .


If this Amendment is acceptable, please execute this Amendment in the space set forth below and return an executed copy thereof to the Company.


Sincerely,


FITLIFE BRANDS, INC.


By: _/s/Lewis Jaffe__________

Name: Lewis Jaffe

Title: Chairman


ACCEPTED AND AGREED TO:


JOHN WILSON

/s/ John Wilson

John Wilson

Chief Executive Officer









April 21, 2017


Mr. Mike Abrams

Chief Financial Officer

Fitlife Brands, Inc.

4509 S. l 43 rd Street, Suite 1

Omaha, NE 68137


Re: First Amendment to the Employment Agreement dated May 1, 2013


Dear Mike:


This letter shall constitute an amendment (the “ Amendment ” ) to the Employment Agreement, dated May 1, 2013 (the “ Agreement ” ) by and between FitLife Brands, Inc. (the “ Company ” ) and you ( “ you ” or the “ Executive ” ), and shall modify the Agreement, as expressly set forth below.  In the event of any conflict between the terms and provisions of this Amendment and the Agreement, the terms of this Amendment shall govern.


In connection with this Amendment, as additional consideration for the Amendment, the Company shall issue you 120,000 shares of the Company's common stock, which shares shall be restricted, under the terms of the Company ’ s 2010 Equity Incentive Plan ( “ Shares ” ), which Shares shall vest (i) 1/3 rd upon the Company achieving annual reported cash flow from operations ( “ CFFO ” ) exceeding $3.0 million; (ii) 1/3 rd upon CFFO exceeding $4.0 million; and (iii) 1/3 rd upon CFFO exceeding $5.0 million.   Upon the termination of Executive ’ s employment with the Company for any reason, any unvested Shares shall terminate and shall be of no further force and effect.


In consideration for the foregoing, and other good and valuable consideration, the Company and you agree to amend the Agreement as follows:


Section 3(a) of the Agreement shall be replaced in its entirety with the following:


“ Effective May 1, 2016 through the Termination Date, the Executive's salary shall be $275,000 per annum (the “ Salary ” ).  The Executive ’ s Salary from May 1, 2016 through December 31, 2016 shall accrue as deferred compensation, and shall be paid to Executive at such time as determined by the Company ’ s Board of Directors, taking into consideration CFFO, but no later than December 31, 2017.  The Salary subsequent to January 1, 2017 shall be payable in regular installments in accordance with the Company's general payroll practices and subject to withholding and other payroll taxes.  In addition, during the Employment Period, the Executive shall be entitled to participate in all employee benefit programs, including insurance plans, from time to time for which senior executive employees of the Company and its Affiliates are generally eligible.  For the avoidance of doubt, the Executive shall be entitled to receive insurance benefits consistent with past practice at no additional cost, charge or offset to Executive. ”

Section 3(e) of the Agreement shall be replaced in its entirety with the following:

“ Upon the execution of the Amendment by both parties, the Executive shall be entitled to receive an annual cash bonus equal to 20% of the bonus pool established annually by the Company and approved by the Compensation Committee of the Board of Directors ( “ Committee ” ) ( “ Bonus ” ), which Bonus shall be based on financial and other objectives established by the Committee annually, including CFFO. ”

Section 4(a) of the Agreement shall be amended as follows: “ April 30, 2016 ” in the opening sentence shall be replaced by “ April 30, 2018 ” .


If this Amendment is acceptable, please execute this Amendment in the space set forth below and return an executed copy thereof to the Company.







Sincerely,


FITLIFE BRANDS, INC.


By: _/s/ Lewis Jaffe___

Name: Lewis Jaffe

Title: Chairman


ACCEPTED AND AGREED TO:


MICHAEL ABRAMS

/s/ Michael Abrams  






 
 
 
April 25, 2017
 
 
U.S. Securities and Exchange Commission
Office of the Chief Accountant
Washington, DC 20549
 
Dear Sir or Madam:
 
We have read FitLife Brands, Inc. Form 8K on April 25, 2017 regarding Item 4.01 Change in Registrant’s Certifying Accountant. We agree with the statement regarding our firm, except that we are not in a position to agree or disagree with FitLife Brands, Inc. statement that the change was approved by the Board of Directors.
 
 
Very truly yours,
 
 
 
Tarvaran, Askelson & Company