8-K Shows NutriSystems Entered Agreement To Buy Assets From SBD Holdings - $15M In Cash

On December 17, 2015, Nutrisystem SBD, LLC ("Buyer"), a wholly-owned subsidiary of Nutrisystem, Inc. ("Company"), entered into, and completed the transactions contemplated by, an Asset Purchase Agreement ("Asset Purchase Agreement") dated as of December 17, 2015 with SBD Holdings Group Corp. ("Seller"). Pursuant to the terms of the Asset Purchase Agreement, the Buyer purchased certain assets, including certain intellectual property rights, trademarks, copyrights, domain names and goodwill related to Seller's diet business, and assumed certain liabilities of Seller in connection with the acquired assets. The purchase price for the assets was $15,000,000, paid in cash at closing from internally generated funds. The Asset Purchase Agreement contains customary representations, warranties and covenants from the parties. The representations, warranties and covenants contained in the Asset Purchase Agreement were made solely for the benefit of the parties to the Asset Purchase Agreement. In addition, such representations, warranties and covenants (i) are intended not as statements of fact, but rather as a way of allocating the risk between the parties to the Asset Purchase Agreement, (ii) have been qualified by reference to confidential disclosures made by the parties in connection with the Asset Purchase Agreement and (iii) may apply standards of materiality in a way that is different from what may be viewed as material by stockholders of, or other investors in, the Company. Accordingly, the Asset Purchase Agreement is included with this filing only to provide investors with information regarding the terms of transaction, and not to provide investors with any other factual information regarding the Company or the acquired assets and assumed liabilities. Stockholders should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company or the acquired assets and assumed liabilities. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Asset Purchase Agreement, which subsequent information may or may not be fully reflected in public disclosures. The foregoing description of the Asset Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the document, a copy of which is attached hereto as Exhibit 2.1 and incorporated by reference. There is no prior material relationship between Seller and the Company nor any of Company's officers, directors, or affiliates.