Untitled Document
 

 
UNITED STATES
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."
 
(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.
 
 
 
 
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.
   
(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