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~~Report (Date of earliest event reported): ~~October~~November 3116, 2012

eDiets.com, Inc.

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in its ~~Charter~~charter)

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

555 SW 12th Avenue Suite 210 Pompano Beach, FL 33069		33069
(Address of Principal Executive Offices)		(Zip Code)

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

~~Not~~Check ~~Applicable~~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):

(Former name or former address, if changed since last report)

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:

¨	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 1.01 Entry ~~into~~Into a Material Definitive Agreement.

OnAs previously announced, on October 31, 2012, eDiets.com, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with As Seen onOn TV, Inc., a Florida corporation (“ASTV”), eDiets Acquisition Company, a Delaware corporation and a wholly-owned subsidiary of ASTV (“Merger Sub”), and certain other individuals named therein. Pursuant to the Merger Agreement, Merger Sub will merge with and into the Company, and the Company will continue as the surviving corporation and a wholly-owned subsidiary of ASTV (the “Merger”).

The ~~total~~Merger ~~merger~~Agreement ~~consideration~~requires tothat beASTV ~~issued~~lend ~~will~~the beCompany ~~19,077,252~~$1.5 ~~shares~~million of(the ~~ASTV’s~~“Loan”) ~~common~~on ~~stock.~~terms ~~Based~~substantially onsimilar ~~the~~to ~~15,060,514~~those ~~shares~~set offorth in the ~~Company’s~~ ~~common~~note ~~stock~~issued ~~that~~by the Company ~~contemplates~~to ~~will~~ASTV befor ~~issued~~$500,000 ~~and~~(the “Original ~~outstanding~~Note”), atwhich ~~the~~was ~~time~~filed ofwith the ~~Merger~~Securities and Exchange Commission on September 11, ~~each~~2012. ~~share~~On ofNovember 16, 2012, the Company’s ~~common~~issued ~~stock~~a ~~would~~promissory ~~convert~~note ~~into~~to ~~1.2667~~ASTV ~~shares~~ (the “~~Exchange~~New ~~Ratio~~Note”) ofpursuant ~~ASTV’s~~to ~~common stock.~~which ~~However,~~the Company will borrow the ~~number~~Loan. ofInterest ~~shares~~accrues ofon ~~ASTV’s~~the ~~common~~New ~~stock~~Note ~~issuable~~at ina ~~the~~rate ~~Merger~~of istwelve ~~fixed.~~percent ~~Consequently~~(12%) per annum, toand at the ~~extent~~rate ~~that~~of ~~the~~eighteen ~~Company~~percent ~~issues~~(18%) per ~~more~~annum ~~shares~~during the continuance of ~~its~~an ~~common~~event ~~stock~~of ~~prior~~default. toThe ~~the~~New ~~consummation~~Note ofwill ~~the~~mature ~~Merger,~~on the ~~Exchange~~date ~~Ratio~~that ~~may be~~is ~~lower.~~ten ~~Pursuant~~business todays following the ~~terms~~first to occur of the ~~Merger~~following: ~~Agreement,~~ (i) the ~~Company~~closing ~~has~~date of the ~~ability~~Merger toAgreement; ~~issue~~(ii) March 31, ~~additional~~2013; ~~shares~~or of(iii) an ~~its~~event ~~common~~of ~~stock~~default ~~with~~under the ~~consent~~New ~~of ASTV~~Note.

~~The~~All ~~Merger~~principal ~~Agreement~~and ~~contains~~accrued ~~representations,~~interest ~~warranties~~is due and ~~covenants~~payable in full on the maturity date of the ~~parties~~New ~~customary~~Note. ~~for~~If athe ~~transaction~~maturity ofdate ~~this~~occurs ~~type.~~after ~~The~~the closing date of the Merger Agreement, ~~requires~~payment ~~that~~will ~~ASTV~~be ~~lend~~made through conversion of the ~~Company~~New ~~$1.5~~Note ~~million~~into ~~(the “Loan”)~~newly ~~upon~~issued ~~completion~~shares of ~~ASTV~~the Company’s ~~next~~common ~~financing~~stock ~~transaction.~~at ~~The~~the ~~Loan~~same ~~will~~conversion beprice onestablished ~~terms~~in ~~substantially~~the ~~similar~~Merger toAgreement ~~those~~for ~~set~~the ~~forth~~Merger; otherwise, payment will be made in cash. If the ~~note~~Merger ~~issued~~Agreement byterminates, ASTV will have the ~~Company~~option to ~~ASTV~~convert ~~for~~the ~~$500,000,~~New ~~which~~Note ~~was~~into ~~filed~~newly ~~with~~issued shares of the ~~Securities~~Company’s ~~and~~common ~~Exchange Commission~~stock ~~(“SEC”)~~at ona ~~September 11,~~conversion ~~2012~~price of $0.54 per share.

~~The~~Under ~~Company is permitted to solicit inquiries or engage in discussions with third parties relating to acquisition proposals for~~ the ~~30-day~~New ~~“go-shop” period after signing of the Merger Agreement~~Note, ~~and after such period,~~ the Company ~~may~~must ~~not~~comply ~~solicit or initiate discussions~~ with ~~third~~a ~~parties~~number ~~regarding other~~of ~~proposals~~covenants, toincluding ~~acquire~~a ~~the~~covenant ~~Company and has agreed~~ to ~~certain~~make ~~restrictions~~any onpayments ~~its~~due ~~ability~~under tothe ~~respond~~New toNote ~~such~~prior ~~proposals, subject~~ to ~~the~~making payments ~~fulfillment~~in ofrespect ~~certain fiduciary duties~~ of ~~the~~indebtedness ~~Company’s~~incurred ~~board~~following ofNovember 16, ~~directors.~~2012, ~~The~~and ~~Company~~a ~~must~~covenant ~~give~~not ~~ASTV five~~to ~~business~~incur ~~days~~certain ~~notice~~additional ~~(whether~~indebtedness ~~during~~ or ~~after~~grant ~~the~~certain ~~“go-shop”~~liens ~~period)~~over ~~before the Company is permitted to change~~ its ~~recommendation~~assets orwithout ~~terminate~~ the ~~Merger~~prior ~~Agreement~~written toconsent ~~accept~~of ~~a superior proposal~~ASTV.

~~Each~~In ~~party’s obligation to consummate the transaction is subject to customary closing conditions~~addition, including approval of the Merger by the Company’s stockholders and the condition that all representations and warranties, including a representation that no material adverse change has occurred, are true and correct on ~~the date of closing as if made on such date. The Merger Agreement is subject to customary termination provisions and~~November 16, ~~in addition~~2012, ~~may be terminated by~~ the Company orand ASTV ifentered ~~specified~~into ~~closing~~an ~~conditions~~amendment ~~have~~(the ~~not been fulfilled by February 28~~“Amendment”), ~~2013,~~amending if the ~~SEC~~Original ~~has~~Note ~~not elected~~ to ~~review the proxy~~provide ~~statement~~for ~~regarding~~ the ~~Merger~~same ~~Agreement,~~maturity ~~otherwise,~~as ~~March 31, 2013, unless~~ the ~~terminating~~New ~~party has failed to comply with or perform its covenants and obligations in the Merger Agreement at the time of such termination~~Note.

The foregoing description of the ~~Merger~~New ~~Agreement~~Note and the Amendment does not purport to be complete and is qualified in its entirety by reference to the ~~Merger~~New ~~Agreement~~Note and the Amendment, ~~which~~copies ~~will~~of bewhich are filed byas ~~amendment~~Exhibits 10.71 and 10.72, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

~~Item 3~~The New Note and the Amendment are provided to give investors information regarding its terms.02 ~~Unregistered~~Investors ~~Sales~~are not third-party beneficiaries under the New Note or the Amendment and should not view the representations, warranties and covenants or any descriptions thereof as characterizations of ~~Equity~~the ~~Securities~~actual state of facts or conditions of the Company.

~~The information set forth above in~~ Item 1 9.01 isFinancial ~~incorporated~~Statements byand reference. The Company has agreed to issue 749,980 shares of the Company’s restricted common stock to its consultant as compensation for services provided in connection with the Merger, which will vest upon consummation of the Merger. The shares are anticipated to be offered to the Company’s consultant as part of a private placement pursuant to an exemption from registration under Section 4(2) of the Securities Act of 1933, as amended. Exhibits

(d)

Exhibits


Exhibit No.		Description
10.71		Senior Promissory Note dated November 16, 2012 issued by eDiets.com, Inc. to As Seen On TV, Inc.

10.72		Amendment dated November 16, 2012 to Senior Promissory Note dated September 6, 2012 between eDiets.com, Inc. and As Seen On TV, Inc.

SIGNATURES

Pursuant to the ~~requirements~~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: ~~October~~November 3121, 2012

EXHIBIT INDEX


Exhibit No.		Description
10.71		Senior Promissory Note dated November 16, 2012 issued by eDiets.com, Inc. to As Seen On TV, Inc.

10.72		Amendment dated November 16, 2012 to Senior Promissory Note dated September 6, 2012 between eDiets.com, Inc. and As Seen On TV, Inc.

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