Filing Details
- Accession Number:
- 0001654954-18-010723
- Form Type:
- 13D Filing
- Publication Date:
- 2018-10-01 17:25:52
- Filed By:
- Sudbury Capital Fund, Lp
- Company:
- Fitlife Brands Inc. (OTCMKTS:FTLF)
- Filing Date:
- 2018-10-01
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Sudbury Capital Fund | 0 | 997,061 | 0 | 997,061 | 9.0 | 9.07% |
| Sudbury Holdings | 0 | 997,061 | 0 | 997,061 | 9.0 | 9.07% |
| Sudbury Capital GP | 0 | 997,061 | 0 | 997,061 | 9.0 | 9.07% |
| Sudbury Capital Management | 0 | 997,061 | 0 | 997,061 | 9.0 | 9.07% |
Filing
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. 1)*
| FITLIFE BRANDS,
INC. |
(Name of
Issuer)
| Common Stock, Par Value $0.001 Per
Share |
(Title of Class of
Securities)
| 33817P108 |
(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)
| August 29 ,
2018 (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. 33817P108 | ||||||
| (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
997,061 | |||
| | (9) | | Sole Dispositive
Power
0 | |||
| | (10) | | Shared Dispositive
Power
997,061 | |||
| (11) | | Aggregate Amount
Beneficially Owned by Each Reporting Person
9.07% | ||||
| (12) | | Check if the
Aggregate Amount in Row (9) Excludes Certain Shares
[ ] | ||||
| (13) | | Percent of Class
Represented by Amount in Row (9)
9.07% | ||||
| (14) | | Type of Reporting
Person (See Instructions)
PN | ||||
| CUSIP No. 33817P108 | ||||||
| (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
997,061 | |||
| | (9) | | Sole Dispositive
Power
0 | |||
| | (10) | | Shared Dispositive
Power
997,061 | |||
| (11) | | Aggregate Amount
Beneficially Owned by Each Reporting Person
9.07% | ||||
| (12) | | Check if the
Aggregate Amount in Row (9) Excludes Certain Shares
[ ] | ||||
| (13) | | Percent of Class
Represented by Amount in Row (9)
9.07% | ||||
| (14) | | Type of Reporting
Person (See Instructions)
HC | ||||
| CUSIP No. 33817P108 | ||||||
| (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
997,061 | |||
| | (9) | | Sole Dispositive
Power
0 | |||
| | (10) | | Shared Dispositive
Power
997,061 | |||
| (11) | | Aggregate Amount
Beneficially Owned by Each Reporting Person
9.07% | ||||
| (12) | | Check if the
Aggregate Amount in Row (9) Excludes Certain Shares
[ ] | ||||
| (13) | | Percent of Class
Represented by Amount in Row (9)
9.07% | ||||
| (14) | | Type of Reporting
Person (See Instructions)
PN | ||||
| CUSIP No. 33817P108 | ||||||
| (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
997,061 | |||
| | (9) | | Sole Dispositive
Power
0 | |||
| | (10) | | Shared Dispositive
Power
997,061 | |||
| (11) | | Aggregate Amount
Beneficially Owned by Each Reporting Person
9.07% | ||||
| (12) | | Check if the
Aggregate Amount in Row (9) Excludes Certain Shares
[ ] | ||||
| (13) | | Percent of Class
Represented by Amount in Row (9)
9.07% | ||||
| (14) | | Type of Reporting
Person (See Instructions)
IA | ||||
Item
1. Security and Issuer
This Statement
relates to the Common Stock, par value $0.001 per share (the
"Common Stock"), of FitLife Brands Inc. (the "Company"). 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 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. Dayton Judd is the Managing Member of the Investment Manager and Partner and Manager of the General Partner.
Each of the Fund, the General Partner, the Investment Manager 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. Dayton Judd is the Managing Member of the Investment Manager and Partner and Manager of the General Partner.
Each of the Fund, the General Partner, the Investment Manager 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
Manager. The principal business of the Investment Manager 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
The source of funds
used in purchasing the Common Stock was working capital of the
Fund. The total cost for purchasing the Common Stock reported in
this Statement, including brokerage commissions, was approximately
$1,599,354.
Item
4. Purpose of Transaction
The Reporting
Persons acquired the Common Stock reported in this Statement for
investment purposes. The Reporting Persons may in the future
acquire additional shares of Common Stock or dispose of some or all
of the shares of Common Stock 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 Common Stock 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 has 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 Common Stock 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 has 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.
Item 5. Interest in Securities of the
Issuer.
(a)
The Reporting Persons
beneficially own 997,061 shares of Common Stock, which represents
approximately 9.07% percent of the Company's outstanding shares of
Common Stock. The Fund and Dayton Judd directly hold the number and
percentage of shares disclosed as beneficially owned by them in the
applicable table set forth on the cover page to 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 10,997,958 shares of Common Stock reported by the Company as outstanding on August 13, 2018 in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission with respect to its quarter ended June 30, 2018.
The General Partner, as general partner to the Fund, and the Investment Manager, as the investment manager to the Fund, may be deemed to be a 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 Manager, 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 Manager and Mr. Judd expressly disclaims beneficial ownership of the Fund's shares of Common Stock.
Each percentage ownership of shares set forth in this Statement is based on the 10,997,958 shares of Common Stock reported by the Company as outstanding on August 13, 2018 in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission with respect to its quarter ended June 30, 2018.
The General Partner, as general partner to the Fund, and the Investment Manager, as the investment manager to the Fund, may be deemed to be a 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 Manager, 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 Manager 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
Manager, 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 Manager, 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 transaction
effected by each of the Reporting Persons in the Common Stock
during the past 60 days is set forth on 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
None.
| SIGNATURES |
| Date: October 1,
2018 | Sudbury
Capital Fund, LLP | ||||
| | By: | /s/
Dayton Judd | |||
| | | ||||
| |
Name: Dayton Judd | ||||
| |
Title: Member of the General Partner of the General Partner of
Sudbury Capital Fund, LP | ||||
| Date: October 1,
2018 | Sudbury
Holdings, LLC | ||||
| | By: | /s/
Dayton Judd | |||
| | | ||||
| |
Name: Dayton Judd | ||||
| |
Title: Sole Member | ||||
| Date: October 1,
2018 | Sudbury
Capital GP, LLP | ||||
| | By: | /s/
Dayton Judd | |||
| | | ||||
| |
Name: Dayton Judd | ||||
| |
Title: Member of the General Partner of Sudbury Capital GP,
LP | ||||
| Date: October 1,
2018 | Sudbury
Capital Management, LLC | ||||
| | By: | /s/
Dayton Judd | |||
| | | ||||
| |
Name: Dayton Judd | ||||
| |
Title: Managing Member
| ||||
Schedule
A
Transactions by
Sudbury Holdings, LLC in the
Common Stock of the Company during the past 60
days:
| | | | | | | | | |
| Transaction
Date | | Number of Shares
Purchased | | Price Per Share ($) | | Beneficial Owner | ||
| | | | | | | | | |
| August 15,
208 | | 20,000 | | | $0.2583 | | | Dayton Judd |
| August 16,
2018 | | 85,300 | | | $0.2682 | | | Dayton Judd |
| August 20,
2018 | | 14,220 | | | $0.2887 | | | Dayton Judd |
| August 22,
2018 | | 14,600 | | | $0.27 | | | Dayton Judd |
| August 29,
2018 | | 32,500 | | | $0.325 | | | Dayton Judd |
| August 31,
2018 | | 750 | | | $0.3 | | | Dayton Judd |
| September 4,
2018 | | 3,000 | | | $0.3 | | | Dayton Judd |
| September 7,
2018 | | 5,000 | | | $0.3002 | | | Dayton Judd |
| September 12,
2018 | | 3,360 | | | $0.3101 | | | Dayton Judd |
| September 13,
2018 | | 2,631 | | | $0.3107 | | | Dayton Judd |
| September 14,
2018 | | 6,000 | | | $0.37 | | | Dayton Judd |
| September 21,
2018 | | 1,700 | | | $0.42 | | | Dayton Judd |
| September 24,
2018 | | 5,000 | | | $0.42 | | | Dayton Judd |
| September 27,
2018 | | 5,000 | | | $0.41 | | | Dayton Judd |
| September 28,
2018 | | 5,000 | | | $0.41 | | | Dayton Judd |