UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): February 512, 2013

eDiets.com, Inc.
(Exact name of registrant as specified in its charter)


Delaware	000-30559	56-0952883
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

555 SW 12th Avenue

Suite 210

Pompano Beach, FL 33069

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (954) 360-9022

Check the appropriate box below if the Form 8-K filing 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))

Item 51.0201

~~Departure~~Entry ofInto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement.

~~(b)~~As Onpreviously ~~February 5~~announced, ~~2013,~~on ~~Jennifer~~October ~~Hartnett~~31, ~~notified~~2012, eDiets.com, Inc. (the “"Company”") entered into an Agreement and Plan of ~~her~~Merger ~~decision~~(the to“Merger ~~resign~~Agreement”) aswith ~~chief~~As ~~executive~~Seen ~~officer~~On TV, Inc., a Florida corporation (“ASTV”), eDiets Acquisition Company, a Delaware corporation and asa anwholly-owned ~~employee~~subsidiary of ~~the~~ASTV ~~Company~~(“Merger ~~effective~~Sub”), ~~immediately~~and certain other individuals named therein. ~~The~~Pursuant to the Merger Agreement, Merger Sub will merge with and into the Company’s, ~~Board~~and ofthe ~~Directors~~Company ~~has~~will ~~accepted~~continue as the ~~resignation~~surviving corporation and a wholly-owned subsidiary of ~~Ms.~~ASTV ~~Hartnett~~(the “Merger”).

~~(c)~~Pursuant ~~(1)~~to ~~Effective~~the ~~February~~Merger 6Agreement, ~~2013,~~ASTV ~~the~~has ~~Board~~previously ofloaned ~~Directors~~the ~~has~~Company ~~appointed~~$2.0 ~~Kevin A Richardson~~million, IIevidenced toby ~~perform~~two ~~the~~promissory ~~functions~~notes ofissued ~~Principal~~by ~~Executive~~the ~~Officer~~Company ~~until~~and ~~completion~~dated ofSeptember ~~the~~6, ~~Company’s~~2012 ~~previously~~and ~~announced~~November ~~acquisition~~16, by2012, Asrespectively ~~Seen~~(the On“Original ~~TV, Inc~~Notes”). ~~Mr.~~On ~~Richardson~~February ~~currently~~12, ~~performs~~2013, the ~~functions~~Company ofborrowed ~~Principal~~an ~~Financial~~additional ~~Officer~~$205,000 from ASTV and ~~Principal~~issued ~~Accounting~~a ~~Officer.~~new ~~Mr.~~promissory ~~Richardson,~~note ~~44,~~(the ~~has~~“New ~~also~~Note”) ~~served~~on asterms ~~Chairman~~substantially ofsimilar ~~the~~to ~~Company’s~~those ~~Board~~set offorth ~~Directors~~in ~~since~~the ~~2006~~Original Notes. HeInterest isaccrues on the ~~managing~~New ~~member~~Note at a rate of ~~Prides~~twelve ~~Capital~~percent ~~LLC~~(12%) per annum, ~~the~~and ~~general~~at ~~partner~~the rate of ~~Prides~~eighteen ~~Capital~~percent ~~Fund~~(18%) I,per ~~L.P.,~~annum during the ~~Company’s~~continuance ~~largest~~of ~~stockholder.~~an Heevent ~~was~~of ~~formerly~~default. aThe ~~partner~~New atNote ~~Blum~~will ~~Capital~~mature ~~Partners,~~on anthe ~~investment~~date ~~firm,~~that anis ~~analyst~~ten ~~with~~business ~~Tudor~~days ~~Investment~~following ~~Corporation,~~the anfirst ~~investment~~to ~~management~~occur ~~firm,~~of ~~and~~the anfollowing: ~~assistant~~(i) the ~~portfolio~~closing ~~manager~~date of the ~~Fidelity~~Merger ~~Contra~~Agreement; ~~Fund~~(ii) March 31, a2013; ~~registered~~or ~~investment~~(iii) ~~company~~an event of default under the New Note.

~~Mr.~~All ~~Richardson~~principal ~~will~~and ~~not~~accrued ~~receive~~interest ~~additional~~is ~~compensation~~due and payable in ~~connection~~full ~~with~~on ~~his~~the ~~assumption~~maturity date of ~~these~~the ~~additional~~New ~~responsibilities~~Note. ~~There~~If ~~are~~the nomaturity ~~family~~date ~~relationships~~occurs ~~between~~after Mrthe closing date of the Merger Agreement, payment will be made through conversion of the New Note into newly issued shares of the Company’s common stock at the same conversion price established in the Merger Agreement for the Merger; otherwise, payment will be made in cash. ~~Richardson~~If ~~and~~the ~~any~~Merger Agreement terminates, ASTV will have the option to convert the New Note into newly issued shares of the Company’s ~~directors~~common orstock ~~executive~~at ~~officers~~a conversion price of $0.54 per share.

~~SIGNATURES~~Under the New Note, the Company must comply with a number of covenants, including a covenant to make any payments due under the New Note prior to making payments in respect of indebtedness incurred following February 12, 2013, and a covenant not to incur certain additional indebtedness or grant certain liens over its assets without the prior written consent of ASTV.

~~Pursuant~~The toforegoing description of the ~~requirement~~New ofNote does not purport to be complete and is qualified in its entirety by reference to the ~~Securities~~New ~~Exchange~~Note, ~~Act~~a copy of ~~1934,~~which is filed as ~~amended,~~Exhibit ~~the~~10.76 ~~Registrant~~to ~~has~~this ~~duly~~Current ~~caused~~Report ~~this~~on ~~report~~Form 8-K and is incorporated herein by reference. The New Note is provided to begive ~~signed~~investors oninformation regarding its ~~behalf~~terms. byInvestors are not third-party beneficiaries under the ~~undersigned~~New ~~hereunto~~Note ~~duly~~and ~~authorized.~~should not view the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or conditions of the Company.

~~eDiets.com,~~Item ~~Inc~~9. ~~By: /s/ Kevin A. Richardson, II Kevin A. Richardson, II Chairman~~01

~~Date:~~Financial ~~February~~Statements ~~11,~~and ~~2013~~Exhibits

(d)

Exhibits


Exhibit No.		Description
10.76		Senior Promissory Note dated February 12, 2013 issued by eDiets.com, Inc. to As Seen On TV, Inc.

SIGNATURES

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



eDiets.com, Inc.

By:		/s/ Kevin A. Richardson, II
		Kevin A. Richardson, II
		Chairman

Date: February 14, 2013

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