8-K 1 tv482937_8k.htm 8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 9, 2018

MEDIFAST, INC.

(Exact name of registrant as specified in its Charter)

Delaware |  | 001-31573 |  | 13-3714405
(State or other jurisdiction |  | (Commission file number) |  | (IRS Employer
of incorporation) |  |  |  | Identification No.)
100 International Drive, Baltimore Maryland (Address of Principal Executive Offices) |  |  |  | 21202 (Zip Code)

Registrant’s telephone number, including area code: (410) 581-8042

N/A

(Former Address and Zip Code of Principal Executive Offices)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below):

¨ |  | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ |  | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ |  | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ |  | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

¨

| Item 7.01. | Regulation FD Disclosure.

Medifast, Inc. (the “Company”) is posting an investor presentation to the Investor Relations section of the Company’s website at https://ir.medifastnow.com/. The Company may use the investor presentation from time to time in conversations and meetings with analysts, investors and others.

The slides used during the presentation are furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Current Report on Form 8-K, including Exhibit 99.1 hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

| Item 9.01. | Financial Statements and Exhibits.

| (d) | Exhibits.

| 99.1 | Presentation dated January 9, 2018

| 2 |

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

| MEDIFAST, INC.
| By: | /s/ Timothy Robinson
|  | Timothy Robinson Chief Financial Officer
Dated: January 9, 2018 |

| 3 |

EXHIBIT INDEX

Exhibit No. |  | Description
99.1 |  | Presentation dated January 9, 2018

| 4 |