Item 2.01. Completion of Acquisition or Disposition of Assets.

Effective as of December 9, 2020, Tivity Health, Inc. (the "Company") completed the previously announced sale of its Nutrition business to KNS Acquisition Corp. ("Purchaser") pursuant to terms of a Stock Purchase Agreement (the "Purchase Agreement"), dated October 18, 2020, by and among the Company, Purchaser, and Kainos NS Holdings LP. At the closing (the "Closing") of the transactions contemplated by the Purchase Agreement (the "Transactions"), Nutrisystem, Inc. and its subsidiaries were acquired by, and became wholly-owned subsidiaries of, Purchaser. Pursuant to the terms of the Purchase Agreement, Purchaser paid to the Company an aggregate purchase price, after giving effect to customary indebtedness and cash adjustments, of approximately $559 million, which amount will be subject to a customary working capital adjustment post-Closing.

At the Closing, the Company also entered into a transition services agreement with Purchaser, pursuant to which, among other things, (i) the Company will provide to Purchaser certain human resources, information technology, finance and accounting and other services for up to six months following the Closing and (ii) Purchaser will provide the Company certain administrative services for inventory management and order fulfillment relating to nutrition products for a period of 18 months following the Closing.

The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is attached as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On December 9, 2020, the Company issued a press release announcing the Closing of the Transactions, the text of which is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K. This information furnished pursuant to this Item 7.01 and Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, and shall not be deemed to be incorporated by reference in 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.

(b) Pro forma financial information. Unaudited pro forma condensed consolidated financial information of the Company giving effect to the Transactions and related notes thereto are attached as Exhibit 99.2 and incorporated herein by reference.



(d) Exhibits.

Exhibit 2.1 Stock Purchase Agreement, dated as of October 18, 2020, by and


               among Tivity Health, Inc., Kainos NS Holdings LP, and KNS
               Acquisition Corp. [incorporated by reference to Exhibit 2.1 to the
               Company's Current Report on Form 8-K dated October 19, 2020, File
               No. 000-19364]  .*

Exhibit 99.1 Press Release issued by Tivity Health, Inc., dated December 9,


               2020

Exhibit 99.2 Unaudited Pro Forma Condensed Consolidated Financial Information


               of Tivity Health, Inc.

Exhibit 104 Cover Page Interactive Date File (embedded within the Inline XBRL


               document)

* Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the U.S. Securities and Exchange Commission upon request.

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