• Live Feeds
    • Press Releases
    • Insider Trading
    • FDA Approvals
    • Analyst Ratings
    • Insider Trading
    • SEC filings
    • Market insights
  • Analyst Ratings
  • Alerts
  • Subscriptions
  • AI Executive AssistantNEW
  • Settings
  • RSS Feeds
Quantisnow Logo
  • Live Feeds
    • Press Releases
    • Insider Trading
    • FDA Approvals
    • Analyst Ratings
    • Insider Trading
    • SEC filings
    • Market insights
  • Analyst Ratings
  • Alerts
  • Subscriptions
  • AI Executive AssistantNEW
  • Settings
  • RSS Feeds
PublishGo to AppAI Helper
    Quantisnow Logo

    © 2025 quantisnow.com
    Democratizing insights since 2022

    Services
    Live news feedsRSS FeedsAlertsPublish with Us
    Company
    AboutQuantisnow PlusContactJobsAI employees for your businessNEW
    Legal
    Terms of usePrivacy policyCookie policy

    SEC Form S-8 filed by MEDIFAST INC

    10/31/24 9:13:13 AM ET
    $MED
    Packaged Foods
    Consumer Staples
    Get the next $MED alert in real time by email
    S-8 1 medifastincforms-8_10312024.htm S-8 Document

    As filed with the Securities and Exchange Commission on October 31, 2024
    Registration No. 333-

    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549
    ____________________________________________

    FORM S-8
    REGISTRATION STATEMENT
    UNDER
    THE SECURITIES ACT OF 1933
    ____________________________________________

    Medifast, Inc.
    (Exact name of registrant as specified in its charter)
    ____________________________________________

    Delaware
    (State or other jurisdiction of incorporation or organization)

    13-3714405
    (I.R.S. Employer Identification Number)
    ____________________________________________

    100 International Drive
    18th Floor
    Baltimore, Maryland 21012
    (Address of Principal Executive Offices)
    ____________________________________________

    Medifast, Inc. Amended and Restated 2012 Share Incentive Plan
    (Full title of the plan)
    ____________________________________________

    Jason L. Groves, Esq.
    Chief Legal Officer & Corporate Secretary
    Medifast, Inc.
    100 International Drive
    18th Floor
    Baltimore, Maryland 21012
    Tel: (410) 581-8042

    Copy to:

    Bryan Brown, Esq.
    Jones Day
    717 Texas
    Suite 3300
    Houston, Texas 77002
    Tel: (832) 239-3939
    (Name, address and telephone number (including area code) of agent for service)
    ____________________________________________

    Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act (check one):


    Large accelerated filer ☒

    Non-accelerated filer ☐






    Accelerated filer ☐

    Smaller reporting company ☐

    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 7(a)(2)(B) of the Securities Act. ☐





    EXPLANATORY NOTE

    This Registration Statement is filed by Medifast, Inc., a Delaware corporation (the “Registrant”), pursuant to General Instruction E to Form S-8 to register an additional 515,000 shares of the Registrant’s common stock, par value $0.001 per share (the “Common Stock”), which may be awarded under the Medifast, Inc. Amended and Restated 2012 Share Incentive Plan (the “Plan”). On June 19, 2024, the Registrant’s stockholders approved the amendment and restatement of the Plan that increased by 515,000 the number of shares of Common Stock with respect to which the Registrant may make awards under the Plan.

    The additional shares of Common Stock registered hereby pursuant to the Plan, as amended, are of the same class as other securities relating to the plan for which registration statements on Form S-8 (Nos. 333-218243 and 333-187974 are effective (the “Prior Registration Statements”)). The contents of the Prior Registration statements are incorporated herein by reference and made a part hereof except to the extent supplemented, amended or superseded by the information set forth herein.

    PART I

    INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

    The information specified in Part I of Form S-8 is omitted from this registration statement in accordance with the provisions of Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”), and the introductory note to Part I of Form S-8. The document(s) containing the information specified in Part I of Form S-8 will be sent or given to participants in the Plan, as required by Rule 428 promulgated by the Securities and Exchange Commission (the “Commission”) under the Securities Act. Such documents are not being filed with the Commission either as part of this registration statement or as prospectuses or prospectus supplements pursuant to Rule 424. These documents and the documents incorporated by reference in the registration statement shall constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

    PART II

    INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

    Item 3. Incorporation of Documents by Reference.

    The following documents previously filed by the Registration with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference:

    aThe Registrants Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on February 20, 2024;

    bThe Registrant’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2024 and June 30, 2024, as filed with the SEC on April 29, 2024 and August 5, 2024, respectively;

    cThe Registrant’s Current Report on Form 8-K, as filed with the SEC on June 21, 2024; and

    dThe description of the Common Stock contained in Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the Commission on February 20, 2024, including any amendments or reports filed for the purpose of updating such description.

    All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act subsequent to the filing of this registration statement and prior to the filing of a post-effective amendment, which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference.




    Any statement contained herein, or in a document incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained in any subsequently filed document that also is deemed to be incorporated by reference herein, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

    Item 4. Description of Securities.

    Not applicable.

    Item 5. Interests of Named Experts and Counsel.

    Not applicable.

    Item 6. Indemnification of Directors and Officers.

    Section 102 of the Delaware General Corporation Law (the “DGCL”) permits a corporation to eliminate the personal liability of directors and officers of a corporation to the corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director, except (i) in cases where the director or officer breached his or her duty of loyalty to the corporation or its stockholders, failed to act in good faith, engaged in intentional misconduct or a knowing violation of the law, (ii) in cases where the director willfully or negligently authorized the unlawful payment of a dividend or approved an unlawful stock redemption or repurchase or obtained an improper personal benefit or, (iii) with respect to officers, in any action by or in the right of the Company. The Registrant’s Restated and Amended Certificate of Incorporation, as amended (the “Certificate of Incorporation”) and By-laws, (the “By-laws”), each contain a provision that eliminates directors’ personal liability as set forth above.

    The Certificate of Incorporation and the By-laws provide in effect that the Registrant shall indemnify its directors and officers to the full extent permitted by the DGCL, Section 145 of the DGCL provides that a corporation has the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of such corporation or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. Such indemnification may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided that such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. A Delaware corporation is permitted to indemnify directors, officers, employees and other agents of such corporation in an action by or in the right of the corporation under the same conditions, except that no indemnification is permitted without judicial approval if the person to be indemnified has been adjudged to be liable to the corporation. Where a director, officer, employee or agent of the corporation is successful on the merits or otherwise in the defense of any action, suit or proceeding referred to above or in defense of any claim, issue or matter therein, the corporation must indemnify such person against the expenses (including attorneys’ fees) which he or she actually and reasonably incurred in connection therewith.

    The Registrant maintains policies insuring its officers and directors against certain civil liabilities, including liabilities under the Securities Act.

    Item 7. Exemption from Registration Claimed.

    Not applicable.




    Item 8. Exhibits.

    Exhibit NumberDescription of Documents
    4.1Medifast, Inc. Amended and Restated 2012 Share Incentive Plan (incorporated by reference from Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 21, 2024)
    5.1
    Opinion of Jones Day *
    23.1
    Consent of RSM US LLP *
    23.2
    Consent of Jones Day (included in Exhibit 5.1)
    24.1
    Power of Attorney (included on signature page hereto)
    107
    Calculation of Filing Fee Table *
    * Filed herewith.








    SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baltimore, State of Maryland, on October 31, 2024.

    Medifast, Inc.


    By:     /s/ DANIEL R. CHARD
    Daniel R. Chard
    Chairman & Chief Executive Officer



    POWER OF ATTORNEY

    KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints, Daniel R. Chard and Jason L. Groves, Esq. and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or their substitute may lawfully do or cause to be done by virtue hereof.

    Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

    NameTitleDate
    /s/ JEFFREY J. BROWNLead DirectorOctober 31, 2024
    Jeffrey J. Brown
    /s/ DANIEL R. CHARDChairman and Chief Executive OfficerOctober 31, 2024
    Daniel R. Chard
    /s/ ELIZABETH A. GEARYDirectorOctober 31, 2024
    Elizabeth A. Geary
    /s/ MICHAEL A. HOERDirectorOctober 31, 2024
    Michael A. Hoer
    /s/ JONATHAN B. MACKENZIEVice President Finance and Chief Accounting OfficerOctober 31, 2024
    Jonathan B. MacKenzie
    /s/ JAMES P. MALONEYChief Financial OfficerOctober 31, 2024
    James P. Maloney
    /s/ SCOTT SCHLACKMANDirectorOctober 31, 2024
    Scott Schlackman
    /s/ ANDREA B. THOMASDirectorOctober 31, 2024
    Andrea B. Thomas
    /s/ MING XIANDirectorOctober 31, 2024
    Ming Xian


    Get the next $MED alert in real time by email

    Crush Q3 2025 with the Best AI Executive Assistant

    Stay ahead of the competition with Tailforce.ai - your AI-powered business intelligence partner.

    AI-Powered Inbox
    Context-aware email replies
    Strategic Decision Support
    Get Started with Tailforce.ai

    Recent Analyst Ratings for
    $MED

    DatePrice TargetRatingAnalyst
    11/5/2024$16.50 → $17.00Underperform → Neutral
    DA Davidson
    6/5/2024$25.00 → $17.50Neutral → Underperform
    DA Davidson
    10/13/2023$82.00Equal-Weight
    Stephens
    11/4/2022$278.00 → $106.00Buy → Neutral
    DA Davidson
    8/4/2022$345.00 → $150.00Buy → Hold
    Jefferies
    2/24/2022$349.00 → $341.00Buy
    DA Davidson
    11/8/2021$395.00 → $349.00Buy
    DA Davidson
    More analyst ratings

    $MED
    Analyst Ratings

    Analyst ratings in real time. Analyst ratings have a very high impact on the underlying stock. See them live in this feed.

    See more
    • Medifast upgraded by DA Davidson with a new price target

      DA Davidson upgraded Medifast from Underperform to Neutral and set a new price target of $17.00 from $16.50 previously

      11/5/24 7:48:00 AM ET
      $MED
      Packaged Foods
      Consumer Staples
    • Medifast downgraded by DA Davidson with a new price target

      DA Davidson downgraded Medifast from Neutral to Underperform and set a new price target of $17.50 from $25.00 previously

      6/5/24 7:15:11 AM ET
      $MED
      Packaged Foods
      Consumer Staples
    • Stephens initiated coverage on Medifast with a new price target

      Stephens initiated coverage of Medifast with a rating of Equal-Weight and set a new price target of $82.00

      10/13/23 7:41:39 AM ET
      $MED
      Packaged Foods
      Consumer Staples

    $MED
    Insider Trading

    Insider transactions reveal critical sentiment about the company from key stakeholders. See them live in this feed.

    See more
    • SEC Form 4 filed by Director Xian Ming

      4 - MEDIFAST INC (0000910329) (Issuer)

      6/26/25 7:06:44 PM ET
      $MED
      Packaged Foods
      Consumer Staples
    • Director Schlackman Scott was granted 11,168 shares, increasing direct ownership by 78% to 25,549 units (SEC Form 4)

      4 - MEDIFAST INC (0000910329) (Issuer)

      6/26/25 7:05:00 PM ET
      $MED
      Packaged Foods
      Consumer Staples
    • Director Thomas Andrea B was granted 11,168 shares, increasing direct ownership by 87% to 24,017 units (SEC Form 4)

      4 - MEDIFAST INC (0000910329) (Issuer)

      6/26/25 7:04:28 PM ET
      $MED
      Packaged Foods
      Consumer Staples

    $MED
    Insider Purchases

    Insider purchases reveal critical bullish sentiment about the company from key stakeholders. See them live in this feed.

    See more
    • Chairman & CEO Chard Daniel R bought $5,003 worth of shares (381 units at $13.13) (SEC Form 4)

      4 - MEDIFAST INC (0000910329) (Issuer)

      6/17/25 6:20:00 PM ET
      $MED
      Packaged Foods
      Consumer Staples
    • Thomas Andrea B bought $3,471 worth of shares (50 units at $68.89), increasing direct ownership by 0.81% to 6,253 units (SEC Form 4)

      4 - MEDIFAST INC (0000910329) (Issuer)

      11/9/23 8:20:19 PM ET
      $MED
      Packaged Foods
      Consumer Staples
    • Hoer Michael A. bought $3,428 worth of shares (50 units at $68.89), increasing direct ownership by 0.60% to 8,375 units (SEC Form 4)

      4 - MEDIFAST INC (0000910329) (Issuer)

      11/9/23 8:20:03 PM ET
      $MED
      Packaged Foods
      Consumer Staples

    $MED
    Press Releases

    Fastest customizable press release news feed in the world

    See more
    • Medifast Announces First Quarter 2025 Financial Results

      Medifast (NYSE:MED), the health and wellness company known for its habit-based and coach-guided lifestyle solution, OPTAVIA®, today reported results for the first quarter ended March 31, 2025. First Quarter 2025 Revenue of $115.7 million, with revenue per active earning coach of $4,556 Independent active earning OPTAVIA coaches of 25,400 Net loss of $0.8 million, which includes an unrealized gain on investment in LifeMD (NASDAQ:LFMD) common stock of $0.4 million (net of tax) Loss per share of $0.07 Cash, Cash Equivalents, and Investment Securities of $164.6 million with no debt "In today's health and wellness landscape, more people than ever are seeking guidance not just for we

      4/28/25 4:05:00 PM ET
      $LFMD
      $MED
      Medical/Nursing Services
      Health Care
      Packaged Foods
      Consumer Staples
    • Medifast to Announce Financial Results for the First Quarter Ended March 31, 2025

      Medifast (NYSE:MED), the health and wellness company known for its habit-based and coach-guided lifestyle solution, OPTAVIA®, will announce financial results for the quarter ended March 31, 2025 on Monday, April 28, 2025, after market close. The Company will host a conference call to discuss the results with additional comments and details. Company participants will be Dan Chard, Chairman and Chief Executive Officer, and Jim Maloney, Chief Financial Officer. The conference call is scheduled to begin at 4:30 p.m. ET on April 28, 2025. The call will be broadcast live over the Internet, hosted on the Investor Relations section of Medifast's website at www.MedifastInc.com or directly at https:

      4/14/25 4:05:00 PM ET
      $LFMD
      $MED
      Medical/Nursing Services
      Health Care
      Packaged Foods
      Consumer Staples
    • Medifast Announces Fourth Quarter and Full Year 2024 Financial Results

      Medifast (NYSE:MED), the health and wellness company known for its habit-based and coach-guided lifestyle solution, OPTAVIA®, today reported results for the fourth quarter and full year ended December 31, 2024. Fourth Quarter 2024 Revenue of $119.0 million, with revenue per active earning coach of $4,391 Independent active earning OPTAVIA coaches of 27,100 Net income of $0.8 million (non-GAAP adjusted net income of $1.1 million) Earnings per diluted share ("EPS") of $0.07 (non-GAAP adjusted EPS of $0.10) Cash, Cash Equivalents, and Investment Securities of $162.3 million and no debt Full Year 2024 Revenue of $602.5 million Net income of $2.1 million (non-GAAP adjusted net i

      2/18/25 4:05:00 PM ET
      $LFMD
      $MED
      Medical/Nursing Services
      Health Care
      Packaged Foods
      Consumer Staples

    $MED
    SEC Filings

    See more
    • MEDIFAST INC filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

      8-K - MEDIFAST INC (0000910329) (Filer)

      6/20/25 4:59:52 PM ET
      $MED
      Packaged Foods
      Consumer Staples
    • SEC Form DEF 14A filed by MEDIFAST INC

      DEF 14A - MEDIFAST INC (0000910329) (Filer)

      4/29/25 4:10:38 PM ET
      $MED
      Packaged Foods
      Consumer Staples
    • SEC Form DEFA14A filed by MEDIFAST INC

      DEFA14A - MEDIFAST INC (0000910329) (Filer)

      4/29/25 4:13:11 PM ET
      $MED
      Packaged Foods
      Consumer Staples

    $MED
    Leadership Updates

    Live Leadership Updates

    See more
    • KKR, CrowdStrike Holdings and GoDaddy Set to Join S&P 500; Others to Join S&P MidCap 400 and S&P SmallCap 600

      NEW YORK, June 7, 2024 /PRNewswire/ -- S&P Dow Jones Indices ("S&P DJI") will make the following changes to the S&P 500, S&P MidCap 400, and S&P SmallCap 600 indices effective prior to the open of trading on Monday, June 24, to coincide with the quarterly rebalance. The changes ensure each index is more representative of its market capitalization range. All companies being added to the S&P 500 are more representative of the large-cap market space, all companies being added to the S&P MidCap 400 are more representative of the mid-cap market space, and all companies being added to the S&P SmallCap 600 are more representative of the small-cap market space. The companies being removed from the S

      6/7/24 6:09:00 PM ET
      $ADTN
      $ALTR
      $ATNI
      $BMRN
      Telecommunications Equipment
      Utilities
      Computer Software: Prepackaged Software
      Technology
    • Medifast Appoints Steven Zenker as Vice President of Investor Relations

      BALTIMORE, March 2, 2023 /PRNewswire/ -- Medifast (NYSE:MED), the global company behind one of the fastest-growing health and wellness communities, OPTAVIA®, today announced it has named Steven Zenker as Vice President of Investor Relations. Mr. Zenker has over 30 years of investor relations, financial planning and analysis, communications, and investment management experience. He reports to Chief Financial Officer Jim Maloney and will lead the strategy and continued implementation of the company's investor relations program. "We are pleased to welcome Steven to the Medifast t

      3/2/23 8:30:00 AM ET
      $MED
      Packaged Foods
      Consumer Staples

    $MED
    Financials

    Live finance-specific insights

    See more
    • Medifast Announces First Quarter 2025 Financial Results

      Medifast (NYSE:MED), the health and wellness company known for its habit-based and coach-guided lifestyle solution, OPTAVIA®, today reported results for the first quarter ended March 31, 2025. First Quarter 2025 Revenue of $115.7 million, with revenue per active earning coach of $4,556 Independent active earning OPTAVIA coaches of 25,400 Net loss of $0.8 million, which includes an unrealized gain on investment in LifeMD (NASDAQ:LFMD) common stock of $0.4 million (net of tax) Loss per share of $0.07 Cash, Cash Equivalents, and Investment Securities of $164.6 million with no debt "In today's health and wellness landscape, more people than ever are seeking guidance not just for we

      4/28/25 4:05:00 PM ET
      $LFMD
      $MED
      Medical/Nursing Services
      Health Care
      Packaged Foods
      Consumer Staples
    • Medifast to Announce Financial Results for the First Quarter Ended March 31, 2025

      Medifast (NYSE:MED), the health and wellness company known for its habit-based and coach-guided lifestyle solution, OPTAVIA®, will announce financial results for the quarter ended March 31, 2025 on Monday, April 28, 2025, after market close. The Company will host a conference call to discuss the results with additional comments and details. Company participants will be Dan Chard, Chairman and Chief Executive Officer, and Jim Maloney, Chief Financial Officer. The conference call is scheduled to begin at 4:30 p.m. ET on April 28, 2025. The call will be broadcast live over the Internet, hosted on the Investor Relations section of Medifast's website at www.MedifastInc.com or directly at https:

      4/14/25 4:05:00 PM ET
      $LFMD
      $MED
      Medical/Nursing Services
      Health Care
      Packaged Foods
      Consumer Staples
    • Medifast Announces Fourth Quarter and Full Year 2024 Financial Results

      Medifast (NYSE:MED), the health and wellness company known for its habit-based and coach-guided lifestyle solution, OPTAVIA®, today reported results for the fourth quarter and full year ended December 31, 2024. Fourth Quarter 2024 Revenue of $119.0 million, with revenue per active earning coach of $4,391 Independent active earning OPTAVIA coaches of 27,100 Net income of $0.8 million (non-GAAP adjusted net income of $1.1 million) Earnings per diluted share ("EPS") of $0.07 (non-GAAP adjusted EPS of $0.10) Cash, Cash Equivalents, and Investment Securities of $162.3 million and no debt Full Year 2024 Revenue of $602.5 million Net income of $2.1 million (non-GAAP adjusted net i

      2/18/25 4:05:00 PM ET
      $LFMD
      $MED
      Medical/Nursing Services
      Health Care
      Packaged Foods
      Consumer Staples

    $MED
    Large Ownership Changes

    This live feed shows all institutional transactions in real time.

    See more
    • Amendment: SEC Form SC 13G/A filed by MEDIFAST INC

      SC 13G/A - MEDIFAST INC (0000910329) (Subject)

      7/10/24 1:14:41 PM ET
      $MED
      Packaged Foods
      Consumer Staples
    • SEC Form SC 13G filed by MEDIFAST INC

      SC 13G - MEDIFAST INC (0000910329) (Subject)

      7/1/24 4:18:04 PM ET
      $MED
      Packaged Foods
      Consumer Staples
    • SEC Form SC 13G/A filed by MEDIFAST INC (Amendment)

      SC 13G/A - MEDIFAST INC (0000910329) (Subject)

      2/13/24 10:36:09 AM ET
      $MED
      Packaged Foods
      Consumer Staples