Fitlife Brands (FTLF) risk factors, FY2025 10-K

Fitlife Brands's FY2025 10-K, filed Mar 31, 2026, lists 37 risk factors in 3 groups. Against the prior year's 36: 1 new, 1 substantially reworded.

Risk factors listed
373 groups
New this year
1vs 36 last year
Dropped
0since the prior 10-K
Substantially reworded
1of those kept
Section length
9k wordsItem 1A

What the changes say

  • Sales reliance on GNC dropped to 14% in 2025 from 23% in 2024, driven by the Irwin acquisition.

What changed since the prior 10-K

New

  • NewRisks Relating to our Business and Industry

    We are currently a smaller reporting company. If we become an accelerated filer, we will be required to obtain an auditor attestation on our internal control over financial reporting

    Exceeding revenue of $100 million or public float of $75 million will trigger costly Section 404(b) auditor attestation requirements.

Reworded

  • 35% rewrittenRisks Relating to our Business and Industry

    We are currently dependent on sales to GNC for a substantial portion of our sales

    Sales to GNC dropped to 14% of total sales in 2025 compared to 23% in 2024, with further decreases anticipated due to the Irwin acquisition.

    Was: We are currently dependent on sales to GNC for a significant portion of our sales

All 37 risk factors

Headings as the filing states them, in filing order.

Risks Relating to our Business and Industry

  1. 01We face significant competition in the markets in which we compete. If we are not able to compete effectively, we may not be able to increase sales or maintain profitability
  2. 02A substantial portion of our revenue is from sales of products on Amazon ’ s U.S. Marketplace and any change, limitation or restriction on our ability to operate on Amazon ’ s platform could have a material adverse effect on our business, results of operations, financial condition and prospects
  3. 03We are currently dependent on sales to GNC for a substantial portion of our sales35% rewritten
  4. 04Loss of, a significant reduction of purchases by, or bankruptcy of a major distribution partner or customer, may adversely affect our business, financial condition, results of operations and cash flows
  5. 05We must identify changing consumer and customer preferences and behaviors and develop and offer products to meet these preferences
  6. 06Our intellectual property rights are valuable and any inability to protect them could reduce the value of our products and brands and have a material adverse effect on our business
  7. 07Our results may be adversely impacted if consumers do not maintain favorable perceptions of our brands
  8. 08Our sales and profit growth are dependent upon our ability to expand existing market penetration and enter into new markets
  9. 09Adverse publicity associated with our products, ingredients, or those of similar companies, could adversely affect our sales and revenue
  10. 10The efficacy of nutritional supplement products is supported by limited conclusive clinical studies, which could result in reduced market acceptance of these products and lower revenue or lower revenue growth rates
  11. 11If the products we sell do not have the healthful effects intended, our business may suffer
  12. 12A slower growth rate in the nutritional supplement industry could lead to reduced revenue or make it more difficult for us to sustain consistent revenue growth
  13. 13Future outbreaks of COVID-19 or other illnesses could have a material adverse impact on us in the future
  14. 14Our success depends on the experience and skill of our chief executive officer and key personnel, whom we may not be able to retain and we may not be able to hire enough additional personnel to meet our needs
  15. 15We are currently a smaller reporting company. If we become an accelerated filer, we will be required to obtain an auditor attestation on our internal control over financial reportingNew

Financial and Economic Risks

  1. 16We may not be able to effectively manage our growth, which could materially harm our business, financial condition, results of operations and cash flows
  2. 17Unfavorable economic conditions, including high inflation, recessions and other macroeconomic conditions or trends may have an adverse impact on our business, financial results, and prospects
  3. 18Trade policies, treaties and tariffs could have a material adverse effect on our business
  4. 19We have incurred substantial debt in conjunction with our acquisitions and may incur additional debt in connection with our M&A strategy, which could have a negative impact on our liquidity position and which could adversely affect our business
  5. 20The agreements governing our current and potential future indebtedness may contain various covenants that limit our ability to take certain actions and also require us to meet financial maintenance tests, and failure to comply with these covenants could have a material adverse effect on us
  6. 21To service indebtedness and fund other cash needs, we will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control
  7. 22Increases in interest rates may negatively affect our earnings
  8. 23Impairment in the carrying value of intangible assets could negatively impact our financial condition and results of operations. If our goodwill or other intangible assets become impaired, we will be required to record impairment charges, which may be significant
  9. 24Unsuccessful implementation of business strategies to reduce costs, or unintended consequences of the implementation of such strategies, may adversely affect our business, financial condition, results of operations and cash flows

Legal and Regulatory Risks

  1. 25We are affected by extensive laws, governmental regulations, administrative determinations, court decisions and similar constraints, which can make compliance costly and subject us to enforcement actions by governmental agencies
  2. 26We are dependent on our third-party manufacturers to supply our products in the compositions we require, and we do not independently analyze each production lot of our products. Any errors in our product manufacturing could result in product recalls, significant legal exposure, and reduced revenue
  3. 27Certain of our products are subject to a higher level of regulatory scrutiny, resulting in increased costs of operations and the potential for delays in product sales
  4. 28Pending and future litigation and claims may impair our reputation or lead us to incur significant costs
  5. 29Our products may not meet health and safety standards or could become contaminated
  6. 30If our products become contaminated or adulterated, or if they are misbranded or mislabeled, we might need to recall or withdraw those items and we may experience product liability claims
  7. 31If we pursue additional acquisitions or other strategic transactions, we may not be able to successfully consummate favorable transactions or successfully integrate acquired businesses
  8. 32If we fail to comply with the continued listing requirements of the Nasdaq Capital Market, our Common Stock may be delisted and the price of our Common Stock and our ability to access the capital markets could be negatively impacted
  9. 33The price of our securities could be subject to wide fluctuations and your investment could decline in value
  10. 34We may issue Preferred Stock with rights senior to the Common Stock
  11. 35You should not rely on an investment in our Common Stock for the payment of cash dividends
  12. 36Our Chair of the Board of Directors, Chief Executive Officer and significant shareholder may have certain personal interests that may affect the Company
  13. 37Compliance with changing corporate governance regulations and public disclosures may result in additional risks and exposures

Other Fitlife Brands 10-Ks

  • FY2024 10-K risk factors
    36 risks

    Heavy reliance on Amazon marketplace and GNC distribution creates significant customer concentration risk. Substantial debt load of $13 million exposes the company to interest rate fluctuations. Extensive reliance on third-party manufacturers introduces product quality and contamination risks.

    Filed Mar 27, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.