Item 2.02. Results of Operations and Financial Condition.

On May 5, 2020, Medifast, Inc. (the "Company") issued a press release announcing its earnings for the first quarter ended March 31, 2019.

A copy of the Press Release is being furnished as Exhibit 99.1 attached hereto and is incorporated by reference herein. This information is being furnished in this report and shall not be deemed to be "filed" for any purpose, including for the 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, nor shall it be deemed 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     Press release dated May 5, 2020 titled "Medifast, Inc. Announces First
       Quarter 2020 Financial Results
104.1  Cover Page Interactive Data File (embedded within the Inline XBRL
       Document)



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