According to the Complaint, Nutrisystem, Inc. is a provider of weight management products and services sold primarily online and over the telephone. Multi-day kits and single items are also available at select retail locations.

On December 9, 2018, Nutrisystem and Tivity Health, Inc. entered into an Agreement and Plan of Merger (the “Merger Agreement”). On December 17, 2018, Nutrisystem and Tivity Health issued a joint press release announcing the Proposed Transaction.

On January 7, 2019, Defendants filed a Proxy with the SEC and disseminated it to the Company’s stockholders. The Proxy solicits the Company’s stockholders to vote in favor of the Proposed Transaction. The Complaint alleges that the Proxy is materially incomplete and misleading, in contravention of the Exchange Act.

This case was voluntarily dismissed on March 7, 2019.