Item 8.01 Other Events

Recently it was disclosed to Medifast, Inc. (the "Company") by its independent auditors, Bagell, Josephs, Levine & Company, LLC ("Bagell, Josephs"), that the firm began operating a wealth management practice through an affiliated entity, BJL Wealth Management, LLC. Bagell, Josephs informed the Company that the wealth management practice is focused on tax planning, insurance, and retirement savings through a variety of investment vehicles. The firm does not provide buy or sell recommendations on individual stocks, and the wealth management practice provides no services to the Company.

Upon learning this information, the Audit Committee of the Board of Directors of the Company reviewed the services provided and internal controls of Bagell, Joseph's wealth management practice to ensure there were no independence issues regarding the audit services provided by Bagell, Josephs to the Company. Charles Connolly, Audit Committee Chairman, and former President and CEO of First Union in Delaware and Pennsylvania along with Audit Committee members Barry Bondroff, CPA, George Lavin, Esq., and Mary Travis performed an extensive review and are confident that no independence issues exist with its auditors, Bagell, Josephs, Levine & Company, LLC. Upon the request of the Audit Committee, Bagell, Josephs also reconfirmed its independence by delivering an updated letter to the Audit Committee pursuant to Rule 3526 of the Public Company Accounting Oversight Board.

Based on such review and letter, it was concluded that Bagell, Joseph's independence with respect to the Company was not impaired by the establishment of the wealth management practice.

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