SOURCE: eDiets.com

eDiets.com

April 25, 2011 08:00 ET

eDiets.com® Announces Commencement of Rights Offering to Stockholders

FORT LAUDERDALE, FL--(Marketwire - Apr 25, 2011) - eDiets.com, Inc. (NASDAQ: DIET), announced today, in connection with its previously announced rights offering declared effective on April 8, 2011 by the Securities and Exchange Commission, that on April 21, 2011 it commenced the mailing of a prospectus to holders of its common stock. To receive a prospectus the holder must have owned the common stock as of the close of business on April 18, 2011, the record date.

Under the terms of the rights offering each stockholder will receive one non-transferable subscription right for each share of common stock owned on the record date, and each subscription right will entitle the rights holder to purchase 0.15 newly issued shares of the Company's common stock at a subscription price equal to $0.4125 per share. The rights offering also includes an over-subscription privilege, which entitles each rights holder that exercises its basic subscription privilege in full the right to purchase additional shares of common stock that remain unsubscribed at the expiration of the rights offering, subject to the availability and pro rata allocation of shares among persons exercising this over-subscription privilege.

The subscription rights will be exercisable until 5:00 p.m., New York time, on May 11, 2011. The Company's Board of Directors has the option to extend the period for exercising the subscription rights pursuant to the rights offering, and reserves the right to cancel the rights offering, or to amend or modify the terms of the rights offering, at any time for any reason.

If all the rights are exercised, the Company will issue 9,196,581 shares at an aggregate subscription price of approximately $3.8 million. The Company is conducting the rights offering in order to raise equity capital in a manner that provides all of its stockholders the opportunity to participate.

Questions from stockholders regarding the rights offering or requests for additional copies of documents may be directed to the information agent, Phoenix Advisory Partners, toll-free at (877) 478-5038.

The rights offering will be made only by means of a prospectus. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state.

About eDiets
eDiets.com, Inc. is a leading provider of personalized nutrition, fitness and weight-loss programs. eDiets features its award-winning, fresh-prepared diet meal delivery service as one of the more than 20 popular diet plans sold directly to members on its flagship site, www.eDiets.com. The company also provides a broad range of customized wellness and weight management solutions for Fortune 500 clients. eDiets.com's unique infrastructure offers businesses, as well as individuals, an end-to-end solution strategically tailored to meet its customers' specific goals of achieving a healthy lifestyle. For more information, please call 310-954-1105 or visit www.eDiets.com.

Safe Harbor Statement
Statements which are not historical in nature are forward-looking statements. Forward-looking statements involve known and unknown risks and uncertainties which could cause the actual results, performance or achievements to be materially different from those which may be expressed or implied by such statements, including statements regarding the expected timing of the proposed rights offering. These risks and uncertainties include, among others, that we will not be able to complete the proposed rights offering, that shareholders will not participate in the proposed rights offering, that we will not obtain sufficient and/or acceptable outside financing (when and if required); that our common stock will not remain listed on The Nasdaq Capital Market; changes in general economic and business conditions; changes in product acceptance by consumers; a decline in the effectiveness of sales and marketing efforts; loss of market share and pressure on prices resulting from competition; significant investments in our technology platform, marketing plans, and product development to remain competitive with other online providers of healthy living and weight loss plans, many of which may be found to offer superior and more varied features than our plans and may also be offered for free; volatility in the advertising markets; any delay, disruption, or suspension of our supply of prepared meals from our vendor; changes in consumer preferences and discretionary spending; product liability and other risks from the sale of ingested products; regulatory actions affecting our marketing activities; and the outcome of litigation pending against us. For additional information regarding these and other risks and uncertainties associated with eDiets.com's business, reference is made to our Annual Report on Form 10-K for the year ended December 31, 2010, and other reports filed from time to time with the Securities and Exchange Commission. All forward-looking statements are current only as of the date on which such statements are made. We do not undertake any obligation to publicly update any forward-looking statements.

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