Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of
1934
(Amendment No. 5)*
|
FITLIFE BRANDS,
INC.
|
(Name of
Issuer)
|
Common Stock, Par Value $0.01 Per
Share
|
(Title of Class of
Securities)
|
33817P207
|
(CUSIP
Number)
|
Dayton
Judd
c/o FitLife Brands, Inc. 5214 S. 136th Street Omaha, Nebraska 68137 402-333-5260 |
(Name, Address and
Telephone Number of Person Authorized to Receive Notices and
Communications)
|
July 8,
2019
(Date of Event which
Requires Filing of this Statement)
|
If the filing person has previously
filed a statement on Schedule 13G to report the acquisition that is
the subject of this Schedule 13D, and is filing this schedule
because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box. [ x ]
Note: Schedules filed in paper format
shall include a signed original and five copies of the schedule,
including all exhibits. See §240.13d-7 for other parties to
whom copies are to be sent.
* The remainder of
this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover
page.
The information required on the remainder of this
cover page shall not be deemed to be "filed" for the purpose of
Section 18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see
the Notes).
|
CUSIP No. 33817P207
|
||||||
|
(1)
|
|
Names of Reporting
Persons/ I.R.S. Identification Nos. of Above Persons (Entities
Only)
Dayton Judd
|
||||
|
(2)
|
|
Check the
Appropriate Box if a Member of a Group (See
Instructions)
(a)
(b)
|
||||
|
(3)
|
|
SEC Use
Only
|
||||
|
(4)
|
|
Source of Funds
(See Instructions)
OO
|
||||
|
(5)
|
|
Check if Disclosure
of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[ ]
|
||||
|
(6)
|
|
Citizenship or
Place of Organization
Delaware
|
||||
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
(7)
|
|
Sole Voting
Power
119,272 (1)
|
||
|
|
(8)
|
|
Shared Voting
Power
516,746 (2)
|
|||
|
|
(9)
|
|
Sole Dispositive
Power
119,272 (1)
|
|||
|
|
(10)
|
|
Shared Dispositive
Power
516,746 (2)
|
|||
|
(11)
|
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
636,018
|
||||
|
(12)
|
|
Check if the
Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
|
||||
|
(13)
|
|
Percent of Class
Represented by Amount in Row (11)
52.1%
|
||||
|
(14)
|
|
Type of Reporting
Person (See Instructions)
IN
|
||||
(1) Includes (i)
72,272 shares of Common Stock, and (ii) 47,000 shares of Common
Stock issuable upon the exercise of certain stock options held by
Mr. Judd individually.
(2) Includes (i)
3,860 shares of Common Stock held indirectly by Mr. Judd through
his IRA; (ii) 10,287 shares of Common Stock held indirectly by Mr.
Judd through his SEP IRA; (iii) 343,508 shares of Common Stock held
by Sudbury Holdings, LLC; (iv) 123,221 shares of Common Stock
issuable upon the conversion of 550 shares of the Company’s
Series A Convertible Preferred Stock held by Sudbury Holdings, LLC;
and (v) 35,870 shares of Common Stock issuable upon the exercise of
certain warrants held by Sudbury Holdings, LLC.
|
CUSIP No. 33817P207
|
||||||
|
(1)
|
|
Names of Reporting
Persons/ I.R.S. Identification Nos. of Above Persons (Entities
Only)
Sudbury Capital Fund LP
38-3873725
|
||||
|
(2)
|
|
Check the
Appropriate Box if a Member of a Group (See
Instructions)
(a)
(b)
|
||||
|
(3)
|
|
SEC Use
Only
|
||||
|
(4)
|
|
Source of Funds
(See Instructions)
WC
|
||||
|
(5)
|
|
Check if Disclosure
of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[ ]
|
||||
|
(6)
|
|
Citizenship or
Place of Organization
Delaware
|
||||
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
(7)
|
|
Sole Voting
Power
0
|
||
|
|
(8)
|
|
Shared Voting
Power
502,599 (1)
|
|||
|
|
(9)
|
|
Sole Dispositive
Power
0
|
|||
|
|
(10)
|
|
Shared Dispositive
Power
502,599 (1)
|
|||
|
(11)
|
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
502,599
|
||||
|
(12)
|
|
Check if the
Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
|
||||
|
(13)
|
|
Percent of Class
Represented by Amount in Row (11)
42.8%
|
||||
|
(14)
|
|
Type of Reporting
Person (See Instructions)
PN
|
||||
(1) Includes
(i) 343,508 shares of Common Stock held by Sudbury Holdings, LLC;
(ii) 123,221 shares of Common Stock issuable upon the conversion of
550 shares of the Company’s Series A Convertible Preferred
Stock held by Sudbury Holdings, LLC; and (iii) 35,870 shares of
Common Stock issuable upon the exercise of certain warrants held by
Sudbury Holdings, LLC.
|
CUSIP No. 33817P207
|
||||||
|
(1)
|
|
Names of Reporting
Persons/ I.R.S. Identification Nos. of Above Persons (Entities
Only)
Sudbury Holdings, LLC
|
||||
|
(2)
|
|
Check the
Appropriate Box if a Member of a Group (See
Instructions)
(a)
(b)
|
||||
|
(3)
|
|
SEC Use
Only
|
||||
|
(4)
|
|
Source of Funds
(See Instructions)
AF
|
||||
|
(5)
|
|
Check if Disclosure
of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[ ]
|
||||
|
(6)
|
|
Citizenship or
Place of Organization
Delaware
|
||||
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
(7)
|
|
Sole Voting
Power
0
|
||
|
|
(8)
|
|
Shared Voting
Power
502,599 (1)
|
|||
|
|
(9)
|
|
Sole Dispositive
Power
0
|
|||
|
|
(10)
|
|
Shared Dispositive
Power
502,599 (1)
|
|||
|
(11)
|
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
502,599
|
||||
|
(12)
|
|
Check if the
Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
|
||||
|
(13)
|
|
Percent of Class
Represented by Amount in Row (11)
42.8%
|
||||
|
(14)
|
|
Type of Reporting
Person (See Instructions)
HC
|
||||
(1) Includes (i) 343,508 shares of Common Stock held by
Sudbury Holdings, LLC; (ii) 123,221 shares of Common Stock issuable
upon the conversion of 550 shares of the Company’s Series A
Convertible Preferred Stock held by Sudbury Holdings, LLC; and
(iii) 35,870 shares of Common Stock issuable upon the exercise of
certain warrants held by Sudbury Holdings,
LLC.
|
CUSIP No. 33817P207
|
||||||
|
(1)
|
|
Names of Reporting
Persons/ I.R.S. Identification Nos. of Above Persons (Entities
Only)
Sudbury Capital GP, LP
|
||||
|
(2)
|
|
Check the
Appropriate Box if a Member of a Group (See
Instructions)
(a)
(b)
|
||||
|
(3)
|
|
SEC Use
Only
|
||||
|
(4)
|
|
Source of Funds
(See Instructions)
AF
|
||||
|
(5)
|
|
Check if Disclosure
of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[ ]
|
||||
|
(6)
|
|
Citizenship or
Place of Organization
Delaware
|
||||
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
(7)
|
|
Sole Voting
Power
0
|
||
|
|
(8)
|
|
Shared Voting
Power
502,599 (1)
|
|||
|
|
(9)
|
|
Sole Dispositive
Power
0
|
|||
|
|
(10)
|
|
Shared Dispositive
Power
502,599 (1)
|
|||
|
(11)
|
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
502,599
|
||||
|
(12)
|
|
Check if the
Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
|
||||
|
(13)
|
|
Percent of Class
Represented by Amount in Row (11)
42.8%
|
||||
|
(14)
|
|
Type of Reporting
Person (See Instructions)
PN
|
||||
|
CUSIP No. 33817P207
|
||||||
|
(1)
|
|
Names of Reporting
Persons/ I.R.S. Identification Nos. of Above Persons (Entities
Only)
Sudbury Capital Management, LLC
|
||||
|
(2)
|
|
Check the
Appropriate Box if a Member of a Group (See
Instructions)
(a)
(b)
|
||||
|
(3)
|
|
SEC Use
Only
|
||||
|
(4)
|
|
Source of Funds
(See Instructions)
AF
|
||||
|
(5)
|
|
Check if Disclosure
of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[ ]
|
||||
|
(6)
|
|
Citizenship or
Place of Organization
Delaware
|
||||
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
(7)
|
|
Sole Voting
Power
0
|
||
|
|
(8)
|
|
Shared Voting
Power
502,599 (1)
|
|||
|
|
(9)
|
|
Sole Dispositive
Power
0
|
|||
|
|
(10)
|
|
Shared Dispositive
Power
502,599 (1)
|
|||
|
(11)
|
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
502,599
|
||||
|
(12)
|
|
Check if the
Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
|
||||
|
(13)
|
|
Percent of Class
Represented by Amount in Row (11)
42.8%
|
||||
|
(14)
|
|
Type of Reporting
Person (See Instructions)
IA
|
||||
(1) Includes (i) 343,508 shares of Common Stock held by
Sudbury Holdings, LLC; (ii) 123,221 shares of Common Stock issuable
upon the conversion of 550 shares of the Company’s Series A
Convertible Preferred Stock held by Sudbury Holdings, LLC; and
(iii) 35,870 shares of Common Stock issuable upon the exercise of
certain warrants held by Sudbury Holdings,
LLC.
Item
1. Security and Issuer
This Statement
relates to the Common Stock, par value $0.01 per share (the "Common
Stock"), of FitLife Brands Inc. (the "Company"). The aggregate
number of shares of Common Stock held by the Reporting Persons, as
set forth herein, includes 123,221 shares of Common Stock issuable
upon the conversion of 550 shares of the Company's Series A
Convertible Preferred Stock, as well as 35,870 shares of Common
Stock issuable upon exercise of certain warrants and 47,000 shares
of Common Stock issuable upon exercise of certain stock options
held by the Reporting Persons. The Company reports that its
principal executive offices are located at 5214 S. 136th Street,
Omaha, NE 68137.
Item 2. Identity and
Background
(a)
This Statement is
filed by Dayton Judd; Sudbury Capital Fund, LP, a Delaware limited
partnership and pooled investment vehicle; Sudbury Holdings, LLC, a
Delaware limited liability company; Sudbury Capital Management,
LLC, a Delaware limited liability company and the Investment
Adviser; and Sudbury Capital GP, LP, a Delaware limited partnership
and the General Partner of the pooled investment vehicle.
Mr. Judd is the Managing Member of the Investment Advisor and Partner and Manager of the General Partner.
Each of the Fund, the General Partner, the Investment Advisor and Mr. Judd is referred to herein as a "Reporting Person" and collectively as the "Reporting Persons." The Reporting Persons are filing this Statement jointly. Neither the fact of this filing nor anything contained herein shall be deemed to be an admission by any of the Reporting Persons that they constitute a "group."
Mr. Judd is the Managing Member of the Investment Advisor and Partner and Manager of the General Partner.
Each of the Fund, the General Partner, the Investment Advisor and Mr. Judd is referred to herein as a "Reporting Person" and collectively as the "Reporting Persons." The Reporting Persons are filing this Statement jointly. Neither the fact of this filing nor anything contained herein shall be deemed to be an admission by any of the Reporting Persons that they constitute a "group."
(b)
The business address
of each of the Reporting Persons is 5214 S. 136th Street, Omaha,
Nebraska 68137.
(c)
The principal
business of the Fund is serving as a private investment fund. The
principal business of the General Partner is to provide investment
advisory and management services to private investment funds,
including the Fund. The General Partner has delegated the
management of the Fund's investment program to the Investment
Advisor. The principal business of the Investment Advisor is to
provide investment advisory services, including to the Fund. The
principal occupation of Mr. Judd is serving as investment manager
and advisor to the Fund.
(d)
None of the Reporting
Persons or any of their partners, managers, officers or other
controlling persons has, during the last five years, been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e)
None of the Reporting
Persons or any of their partners, managers, officers or other
controlling persons has, during the last five years, been a party
to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with
respect to such laws.
(f)
Mr. Judd is a U.S.
citizen.
Item
3. Source and Amount of Funds or Other Consideration
Other than for those shares of Common
Stock and shares of Common Stock issuable upon the exercise of
certain stock options held directly by Mr. Judd and those shares
held indirectly by Mr. Judd through his IRA and SEP IRA, the source
of funds used in purchasing the Company's securities was working
capital of the Fund. The total cost for purchasing the securities
held by the Reporting Persons, including the shares of Series A
Preferred and Warrants, as set forth below, less broker fees and
those costs incurred by Mr. Judd in connection with the acquisition
of those securities held individually by him, reported in this
Statement was approximately $3,766,921 in the aggregate.
Mr. Judd paid an additional $59,093 for
those shares of Common Stock he holds
individually.
Item
4. Purpose of Transaction
The Reporting
Persons acquired the securities reported in this Statement for
investment purposes. The Reporting Persons may in the future
acquire additional shares of Common Stock or other Company
securities, or dispose of some or all of the shares of Common Stock
or other securities held by the Reporting Persons in open-market
transactions or privately negotiated transactions, on such terms
and at such times as the Reporting Persons may deem advisable;
subject to the provisions of the Company's Insider Trading and
Unauthorized Disclosure Policy and applicable securities law and
regulations.
In addition to acquiring the securities for investment purposes, Mr. Judd is a member of the Company's executive management team and Board of Directors, and currently serves as the Company's Chief Executive Officer and Chairman. That said, none of the Reporting Persons have any other present plan or proposal that would result in any of the actions described in paragraphs (a) through (c) and (e) through (j) of Item 4 of Schedule 13D. The Reporting Persons reserve the right in the future to formulate any such plans or proposals, and to take any actions with respect to their investments in the Company, including any or all of the actions described in paragraphs (a) through (j) of Item 4 of Schedule 13D.
In addition to acquiring the securities for investment purposes, Mr. Judd is a member of the Company's executive management team and Board of Directors, and currently serves as the Company's Chief Executive Officer and Chairman. That said, none of the Reporting Persons have any other present plan or proposal that would result in any of the actions described in paragraphs (a) through (c) and (e) through (j) of Item 4 of Schedule 13D. The Reporting Persons reserve the right in the future to formulate any such plans or proposals, and to take any actions with respect to their investments in the Company, including any or all of the actions described in paragraphs (a) through (j) of Item 4 of Schedule 13D.
On April 11, 2019, the Company filed two
Certificates of Change with the Secretary of State of the State of
Nevada, the first to effect a reverse stock split of both the
Company’s issued and outstanding and authorized Common Stock
at a ratio of 1-for-8,000 (the “Reverse
Split”), and the second
to effect a forward stock split of both the Company’s issued
and outstanding and authorized Common Stock at a ratio of 800-for-1
(the “Forward
Split,” and together with
the Reverse Split, the “Reverse/Forward
Split”). The
Reverse/Forward Split became effective on Tuesday, April 16, 2019.
Immediately after the Reverse Split, but prior to the Forward
Split, holders of less than one share of Common Stock received cash
in lieu of fractional shares, and as a result ceased to be
shareholders of the Company. Immediately after the Forward Split,
all fractional shares held by the remaining stockholders were
rounded up to the nearest whole share. The Reverse/Forward Split
resulted in the cancellation of 992,659
pre-split
shares of Common Stock, which resulted
in an increase in the percent of beneficial ownership of the
Reporting Persons.
Item 5. Interest in Securities of the
Issuer.
(a)
Other than Mr. Judd, who
beneficially owns an aggregate of 636,018 shares of Common Stock,
representing approximately 52.1% of the Company's shares of Common
Stock, each of the Reporting Persons beneficially own
502,599 shares of Common Stock, which
includes 123,221 shares of Common Stock issuable upon the
conversion of 550 shares of the Company's Series A Convertible
Preferred Stock and 35,870 shares of Common Stock issuable upon the
exercise of Warrants held by the Reporting Persons, and which
represents approximately 42.8% percent of the Company's outstanding
shares of Common Stock. The Fund directly holds the number and
percentage of shares disclosed as beneficially owned by it in the
applicable table set forth on the cover page to this
Statement. Other than the Fund
and Mr. Judd, as disclosed in the applicable tables set forth on
the cover page of this Statement, none of the other Reporting Persons
directly hold any of the shares disclosed in this
Statement.
Each percentage ownership of shares set forth in this Statement is based on the 1,015,120 shares of Common Stock reported by the Company as outstanding on August 8, 2019 in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission with respect to its quarter ended June 30, 2019. As applicable, the Reporting Persons have included the shares of Common Stock issuable upon conversion of the shares of Series A Convertible Preferred Stock and upon exercise of the Warrants and certain stock options, as required by Section 13d-3 of the Securities Exchange Act of 1934, as amended.
Each percentage ownership of shares set forth in this Statement is based on the 1,015,120 shares of Common Stock reported by the Company as outstanding on August 8, 2019 in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission with respect to its quarter ended June 30, 2019. As applicable, the Reporting Persons have included the shares of Common Stock issuable upon conversion of the shares of Series A Convertible Preferred Stock and upon exercise of the Warrants and certain stock options, as required by Section 13d-3 of the Securities Exchange Act of 1934, as amended.
The General Partner,
as general partner to the Fund, and the Investment Advisor, as the
investment manager to the Fund, may be deemed to be beneficial
owners of the shares of Common Stock disclosed as directly owned by
the Fund in this Statement. As principal of the General Partner and
the Investment Advisor, Mr. Judd may be deemed to be a beneficial
owner of the shares of Common Stock disclosed as directly owned by
the Fund in this Statement. Each of the General Partner, the
Investment Advisor and Mr. Judd expressly disclaims beneficial
ownership of the Fund's shares of Common Stock.
(b)
The Fund beneficially
owns, and has the shared power to direct the voting and disposition
of, the shares of Common Stock disclosed as beneficially owned by
the Fund in the applicable table set forth on the cover page to
this Statement. The General Partner, as the general partner of the
Fund, has the shared power to direct the voting and disposition of
the shares of Common Stock held by the Fund. The Investment
Advisor, as the investment manager of the Fund, has the shared
power to direct the voting and disposition of the shares of Common
Stock held by the Fund. Mr. Judd, as principal of the General
Partner and the Investment Advisor, may also be deemed to have the
shared power to direct the voting and disposition of the shares of
Common Stock held by the Fund.
(c)
The transactions
effected by each of the Reporting Persons since the most recent
filing of the Reporting Persons' Schedule 13D/A are set forth in
Schedule A to this Statement.
(d)
Not
applicable.
(e)
Not
applicable.
Item
6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
The information set
forth in Items 2, 3 and 4 hereof is hereby incorporated herein by
reference. Other than as described in Items 2, 3, and 4 hereof,
there are no other contracts, arrangements, understanding or
relationships (legal or otherwise) with respect to any securities
of the issuer.
Item
7. Material to Be Filed as Exhibits
Not
applicable.
|
SIGNATURES
|
|
Date: August 30,
2019
|
By:
|
/s/
Dayton Judd
|
|
|
|
|
|
|
|
|
|
Date: August 30,
2019
|
Sudbury
Capital Fund, LP
|
|
|
|
By:
|
/s/ Dayton Judd
Name:
Dayton Judd
Title: Member of the General Partner of the General Partner of
Sudbury Capital Fund, LP
|
|
|
|
|
|
Date: August 30,
2019
|
Sudbury
Holdings, LLC
|
|
|
|
By:
|
/s/ Dayton Judd
Name: Dayton Judd
Title: Sole Member
|
|
|
|
|
|
Date: August 30,
2019
|
Sudbury
Capital GP, LP
|
|
|
|
By:
|
/s/ Dayton Judd
Name: Dayton Judd
Title: Member of the General Partner of Sudbury Capital GP,
LP
|
|
|
|
|
|
Date: August 30,
2019
|
Sudbury
Capital Management, LLC
|
|
|
|
By:
|
/s/ Dayton Judd
Name: Dayton Judd
Title: Managing Member
|
|
|
|
|
Schedule
A
Transactions by the
Reporting Persons in the Common Stock of the Company since the
filing of the last Schedule 13D/A:
|
Transaction
Date
|
Number
of
Shares Purchased
|
Price
Per Share
($)
|
Beneficial
Owner
|
|
|
|
|
|
|
July 8, 2019
|
12,000
|
8.50
|
Sudbury Holdings, LLC
|
|
July 8, 2019
|
40,000
|
8.50
|
Sudbury
Holdings, LLC
|
|
August 6,
2019
|
40,508
|
9.75
|
Sudbury
Holdings, LLC
|
|
August 6,
2019
|
25
|
2,183.22
|
Sudbury
Holdings, LLC
|
|
August 6,
2019
|
1,630
|
5.15
|
Sudbury
Holdings, LLC
|