Business
FitLife Brands Adopts Rights Plan to Protect its NOL Assests
Omaha, March 04, 2021 (GLOBE NEWSWIRE) -- FitLife Brands Adopts Rights Plan to Protect its NOL Assets OMAHA, NE – March 4, 2021 -- FitLife Brands, Inc.
About this update from Fitlife Brands, Inc.
[{"type":"text","content":"Omaha, March 04, 2021 (GLOBE NEWSWIRE) -- FitLife Brands Adopts Rights Plan to Protect its NOL Assets OMAHA, NE – March 4, 2021 -- FitLife Brands, Inc. (“FitLife” or the “Company”) (OTC Pink: FTLF), a provider of innovative and proprietary nutritional supplements for health-conscious consumers marketed under the brand names NDS Nutrition™, PMD®, SirenLabs®, CoreActive®, Metis Nutrition™, iSatori™, Energize, and BioGenetic Laboratories, today announced that its Board of Directors adopted a tax benefit preservation plan (“Rights Plan”) designed to protect the availability of the Company’s net operating loss carryforwards (“NOLs”) under the US Internal Revenue Code (the “Code”). As of December 31, 2019, FitLife had approximately $26.6 million of US federal tax NOLs, which may be used to offset future taxable income. However, if the Company were to experience an ownership change as defined in Section 382 of the Code, its ability to utilize the NOLs would be substantially limited. The Rights Plan is intended to deter any person (or any persons acting as a group) from acquiring beneficial ownership of more than 4.99% of FitLife’s outstanding common stock, and any person (or any persons acting as a group) that already own more than 5% of the outstanding common shares from increasing its ownership stake. The Rights Plan is similar to those adopted by numerous other public companies with significant NOLs. The Rights Plan is not designed to prevent any action that the Board of Directors determines to be in the best interest of the Company and its shareholders and will help to ensure that the Board of Directors remains in the best position to discharge its fiduciary duties. Under the Rights Plan, the rights will initially trade with the Company’s common stock and will generally become exercisable only if a person (or any persons acting as a group) acquires 4.99% or more of the Company's outstanding common stock. If the rights become exercisable, all holders of rights (other than any triggering person) will be entitled to acquire shares of common stock at a discount or the Company may exchange each right held by such holders for one share of common stock. Under the Rights Plan, any person which currently owns 4.99% or more of the Company's common stock may continue to own its shares of common stock but may not acquire any additional shares ...