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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Melcor Developments Ltd.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| November 6, 2023 |
THRN / Thorne Healthtech Inc / Kirin Holdings Company, Ltd /FI - SC 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Thorne Healthtech, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 885260 109 (CUSIP Number) October 16, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant |
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| October 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-40826 Thorne HealthTech, Inc. (Exact name of registrant as specified in |
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| October 17, 2023 |
THRN / Thorne Healthtech Inc / MITSUI & CO LTD - SC 13G/A Passive Investment SC 13G/A 1 d530779dsc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Thorne Healthtech, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 885260 109 (CUSIP Number) October 16, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropri |
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| October 16, 2023 |
As filed with the Securities and Exchange Commission on October 16, 2023 As filed with the Securities and Exchange Commission on October 16, 2023 Registration Statement No. |
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| October 16, 2023 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION THORNE HEALTHTECH, INC. ARTICLE ONE Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THORNE HEALTHTECH, INC. ARTICLE ONE The name of this corporation is Thorne HealthTech, Inc. (the “Corporation”). ARTICLE TWO The address of the Corporation’s registered office in the State of Delaware is c/o The Corporation Trust Company, Corporate Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 1 |
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| October 16, 2023 |
As filed with the Securities and Exchange Commission on October 16, 2023 As filed with the Securities and Exchange Commission on October 16, 2023 Registration Statement No. |
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| October 16, 2023 |
Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF THORNE HEALTHTECH, INC. A Delaware Corporation (Adopted as of October 16, 2023) ARTICLE I OFFICES Section 1. Registered Office. The registered office of Thorne HealthTech, Inc. (the “Corporation”) in the State of Delaware shall be located at Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of the Corpor |
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| October 16, 2023 |
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 (Date of earliest event reported): October 16, 2023 (October 12, 2023) Thorne HealthTech, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40826 27-2877253 (State or Other Jurisdiction of Incorp |
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| October 16, 2023 |
As filed with the Securities and Exchange Commission on October 16, 2023 As filed with the Securities and Exchange Commission on October 16, 2023 Registration Statement No. |
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| October 13, 2023 |
L Catterton and Thorne HealthTech, Inc. Announce Expiration of Tender Offer Exhibit (a)(5)(A) L Catterton and Thorne HealthTech, Inc. Announce Expiration of Tender Offer NEW YORK, Oct. 13, 2023 — L Catterton and Thorne HealthTech, Inc. (“Thorne”) (NASDAQ: THRN) today announced that the tender offer to purchase all of the issued and outstanding shares of Thorne’s common stock (“Shares”) for $10.20 per Share, net to the seller in cash, without interest and less any required |
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| October 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 2) Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act of 1934 THORNE HEALTHTECH, INC. (Name of Subject Company) THORNE HEALTHTECH, INC. (Name of Person(s) Filing Statement) Common Stock, $0.01 par value per share (Title of Class of Securities) 885260 109 (C |
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| October 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) Thorne HealthTech, Inc. (Name of Subject Company (Issuer)) Healthspan Merger Sub, Inc. (Name of Filing Person (Offeror)) a wholly-owned subsidiary of Healthspan Buyer, LLC (Name of Filing Person (Paren |
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| October 5, 2023 |
SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 1) Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act of 1934 THORNE HEALTHTECH, INC. (Name of Subject Company) THORNE HEALTHTECH, INC. (Name of Person(s) Filing Statement) Common Stock, $0.01 par value per share (Title of Class of Securities) 885 |
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| October 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) Thorne HealthTech, Inc. (Name of Subject Company (Issuer)) Healthspan Merger Sub, Inc. (Name of Filing Person (Offeror)) a wholly-owned subsidiary of Healthspan Buyer, LLC (Name of Filing Person (Paren |
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| September 27, 2023 |
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 (Date of earliest event reported): September 27, 2023 (September 26, 2023) Thorne HealthTech, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40826 27-2877253 (State or Other Jurisdiction of In |
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| September 18, 2023 |
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 (Date of earliest event reported): September 02, 2023 Thorne HealthTech, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40826 27-2877253 (State or Other Jurisdiction of Incorporation) (Commiss |
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| September 14, 2023 |
Table of Contents Exhibit (a)(1)(A) Offer to Purchase for Cash All Outstanding Shares of Common Stock of THORNE HEALTHTECH, INC. |
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| September 14, 2023 |
Exhibit (a)(1)(D) Offer To Purchase For Cash All Outstanding Shares of Common Stock of THORNE HEALTHTECH, INC. |
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| September 14, 2023 |
152 West 57th Street, New York, NY 10019 August 17, 2023 Exhibit (d)(3) 152 West 57th Street, New York, NY 10019 August 17, 2023 CONFIDENTIAL Catterton Management Company, L. |
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| September 14, 2023 |
Exhibit (a)(1)(C) NOTICE OF GUARANTEED DELIVERY For Tender of Shares of Common Stock of THORNE HEALTHTECH, INC. |
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| September 14, 2023 |
Exhibit (a)(1)(B) Letter of Transmittal to Tender Shares of Common Stock of THORNE HEALTHTECH, INC. |
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| September 14, 2023 |
152 West 57th Street, New York, NY 10019 June 6, 2023 Exhibit (d)(2) 152 West 57th Street, New York, NY 10019 June 6, 2023 CONFIDENTIAL L Catterton Management Limited 599 W Putnam Ave. |
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| September 14, 2023 |
Exhibit (d)(4) Execution Version August 27, 2023 Healthspan Buyer, LLC c/o Catterton Management Company L. |
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| September 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Thorne HealthTech, Inc. (Name of Subject Company (Issuer)) Healthspan Merger Sub, Inc. (Name of Filing Person (Offeror)) a wholly-owned subsidiary of Healthspan Buyer, LLC (Name of Filing Person (Parent of Offeror)) Hea |
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| September 14, 2023 |
Exhibit (a)(1)(E) Offer To Purchase For Cash All Outstanding Shares of Common Stock of THORNE HEALTHTECH, INC. |
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| September 14, 2023 |
Exhibit (a)(1)(F) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). |
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| September 14, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act of 1934 THORNE HEALTHTECH, INC. (Name of Subject Company) THORNE HEALTHTECH, INC. (Name of Person(s) Filing Statement) Common Stock, $0.01 par value per share (Title of Class of Securities) 885260 109 (C |
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| September 14, 2023 |
Exhibit 107 CALCULATION OF FILING FEE TABLES Schedule TO (Form Type) THORNE HEALTHTECH, INC. |
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| September 14, 2023 |
Exhibit (d)(5) Execution Version LIMITED GUARANTY This Limited Guaranty, dated as of August 27, 2023 (this “Limited Guaranty”), by L Catterton X, L. |
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| August 31, 2023 |
CHANGE IN CONTROL AGREEMENT Thorne Research, Inc., a South Carolina corporation, and its parent corporation, Thorne HealthTech, Inc., a Delaware corporation (“hereinafter referred to together as Thorne”), and the undersigned individual, an employee of Thorne (“Employee”), hereby enter into this Change in Control Agreement (“this Agreement”), as of May 10, 2023, (the “Effective Date”). WHEREAS, Tho |
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| August 31, 2023 |
CHANGE IN CONTROL AGREEMENT Thorne Research, Inc., a South Carolina corporation, and its parent corporation, Thorne HealthTech, Inc., a Delaware corporation ("hereinafter referred to together as Thorne"), and William C. McCamy an employee of Thorne ("Employee"), hereby enter into this Change in Control Agreement ('"this Agreement''), as of May 1, 2023, (the "Effective Date"). WHEREAS, Thorne wishe |
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| August 31, 2023 |
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 (Date of earliest event reported): May 01, 2023 Thorne HealthTech, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40826 27-2877253 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| August 28, 2023 |
EX-99.4 Exhibit 99.4 August 28, 2023 Subject: Exciting New Chapter for Thorne Dear Valued Supplier, Today marks the beginning of an exciting new chapter for Thorne. We’ve announced that we entered into a definitive agreement to be acquired by L Catterton, a market-leading consumer-focused investment firm. Once the transaction is complete, we will continue to operate as Thorne HealthTech, but as a |
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| August 28, 2023 |
Townhall with Paul Jacobson and Tom McKenna EX-99.5 Exhibit 99.5 Townhall with Paul Jacobson and Tom McKenna Meeting Recording August 28, 2023 Paul Jacobson: Good morning, everybody. Thank you for joining. I want to take a few minutes to go over a transaction that we announced in the public markets this morning and then take time to answer some questions if any of you have them. We have made the decision through our board of directors, and |
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| August 28, 2023 |
EX-99.1 Exhibit 99.1 Thorne HealthTech, Inc. Enters into Definitive Agreement to be Acquired by L Catterton for $10.20 Per Share in Cash L Catterton to Commence a Tender Offer for all of Thorne’s Outstanding Shares of Common Stock Thorne Stockholders to Receive $10.20 per Share in Cash, Representing a 94% Premium to the Unaffected Price Independent Special Committee and Thorne Board of Directors U |
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| August 28, 2023 |
EX-99.2 Exhibit 99.2 August 28, 2023 Subject: Exciting New Chapter for Thorne Dear Colleagues, Today marks the beginning of an exciting new chapter for Thorne. We’ve announced that we entered into a definitive agreement to be acquired by L Catterton, a market-leading consumer-focused investment firm. Once the transaction is complete, we will continue to operate as Thorne HealthTech, but as a priva |
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| August 28, 2023 |
Exhibit 99.1 Thorne HealthTech, Inc. Enters into Definitive Agreement to be Acquired by L Catterton for $10.20 Per Share in Cash L Catterton to Commence a Tender Offer for all of Thorne’s Outstanding Shares of Common Stock Thorne Stockholders to Receive $10.20 per Share in Cash, Representing a 94% Premium to the Unaffected Price Independent Special Committee and Thorne Board of Directors Unanimous |
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| August 28, 2023 |
SC14D9C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act of 1934 THORNE HEALTHTECH, INC. (Name of Subject Company) THORNE HEALTHTECH, INC. (Name of Person(s) Filing Statement) Common Stock, $0.01 par value per share (Title of Class of Securities) 885260 109 (CUSIP Numbe |
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| August 28, 2023 |
Exhibit 2.1 Final Version AGREEMENT AND PLAN OF MERGER by and among HEALTHSPAN BUYER, LLC HEALTHSPAN MERGER SUB, INC. and THORNE HEALTHTECH, INC. Dated as of August 27, 2023 TABLE OF CONTENTS Page ARTICLE I THE OFFER 2 1.1 THE OFFER 2 1.2 PARENT AND PURCHASER ACTIONS 4 1.3 COMPANY ACTIONS 6 ARTICLE II THE MERGER 7 2.1 THE MERGER 7 2.2 THE EFFECTIVE TIME 7 2.3 THE CLOSING 7 2.4 CLOSING CONDITIONS 8 |
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| August 28, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events 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 (Date of earliest event reported): August 28, 2023 (August 27, 2023) Thorne HealthTech, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40826 27-2877253 (State or Other Jurisdiction of Incorpor |
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| August 28, 2023 |
EX-99.3 Exhibit 99.3 August 28, 2023 Subject: Exciting New Chapter for Thorne Today marks the beginning of an exciting new chapter for Thorne. We’ve announced that we entered into a definitive agreement to be acquired by L Catterton, a market-leading consumer-focused investment firm. Once the transaction is complete, we will continue to operate as Thorne HealthTech, but as a privately-held company |
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| August 28, 2023 |
Exhibit 10.1 Final Form TENDER AND SUPPORT AGREEMENT This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of August [●], 2023, is entered into by and among Healthspan Buyer, LLC, a Delaware limited liability company (“Parent”), Healthspan Merger Sub, Inc, a Delaware corporation and wholly owned subsidiary of Parent (“Purchaser”), and the undersigned stockholder (the “Stockholder”) of Tho |
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| August 16, 2023 |
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 (Date of earliest event reported): August 15, 2023 Thorne HealthTech, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40826 27-2877253 (State or Other Jurisdiction of Incorporation) (Commission |
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| August 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40826 Thorne Heal |
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| August 9, 2023 |
DocuSign Envelope ID: D0DC7079-A251-4FFF-9D21-A4082DCEC9D0 FIRST AMENDMENT TO MULTI-TENANT INDUSTRIAL TRIPLE NET LEASE THIS FIRST AMENDMENT TO MULTI-TENANT INDUSTRIAL TRIPLE NET LEASE dated July 10th , 2023 (this “First Amendment”) is entered into by and between ICON OWNER POOL 1 SF NON-BUSINESS PARKS, LLC, a Delaware limited liability company (“Landlord”), and THORNE RESEARCH, INC. |
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| August 8, 2023 |
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 (Date of earliest event reported): August 08, 2023 Thorne HealthTech, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40826 27-2877253 (State or Other Jurisdiction of Incorporation) (Commission |
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| August 8, 2023 |
Exhibit 99.1 Thorne HealthTech Reports Second Quarter 2023 Results Record Net Sales With Growth of 33.1%; Raises Full-Year Guidance Midpoints for Net Sales and Gross Margin NEW YORK, August 8, 2023 /PRNewswire/ - Thorne HealthTech, Inc. (“Thorne HealthTech”, “Thorne” or the “Company”) (NASDAQ: THRN), a leader in delivering personalized, innovative solutions that empower individuals to live healthi |
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| June 14, 2023 |
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 (Date of earliest event reported): June 14, 2023 Thorne HealthTech, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40826 27-2877253 (State or Other Jurisdiction of Incorporation) (Commission F |
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| June 13, 2023 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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 (Date of earliest event reported): June 06, 2023 Thorne HealthTech, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40826 27-2877253 (State or Other Jurisdiction of Incorporation) (Commission F |
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| June 1, 2023 |
THORNE HEALTHTECH, INC. EMPLOYMENT AGREEMENT THORNE HEALTHTECH, INC. EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is made between Thorne HealthTech, Inc. (the “Company”), and Paul F. Jacobson (the “Executive”), effective as of May 25, 2023 (the “Effective Date”). This Agreement provides the terms and conditions pursuant to which the Executive will be employed by Company. Certain capitalized terms are defined in Section 7 |
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| June 1, 2023 |
THORNE HEALTHTECH, INC. EMPLOYMENT AGREEMENT THORNE HEALTHTECH, INC. EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is made between Thorne HealthTech, Inc. (the “Company”), and Thomas P. McKenna (the “Executive”), effective as of May 25, 2023 (the “Effective Date”). This Agreement provides the terms and conditions pursuant to which the Executive will be employed by Company. Certain capitalized terms are defined in Section |
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| June 1, 2023 |
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 (Date of earliest event reported): May 25, 2023 Thorne HealthTech, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40826 27-2877253 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| May 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40826 Thorne Hea |
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| May 12, 2023 |
Employment agreement for Saloni S. Varma, Chief Financial Officer, dated February 21, 2023 February 21, 2023 Saloni Sanghvi Varma Dear Saloni: On behalf of the leadership and staff of Thorne Research, Inc (“Thorne” or “The Company”). |
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| May 11, 2023 |
Exhibit 99.1 Thorne HealthTech Reports First Quarter 2023 Results Net Sales Growth of 20.7%; Reaffirms Full-Year 2023 Guidance NEW YORK, May 11, 2023 /PRNewswire/ - Thorne HealthTech, Inc. (“Thorne HealthTech”, “Thorne” or the “Company”) (NASDAQ: THRN), a leader in delivering personalized, innovative solutions that empower individuals to live healthier, longer lives, today announced its financial |
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| May 11, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 (Date of earliest event reported): May 11, 2023 Thorne HealthTech, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40826 27-2877253 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| April 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| April 28, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi |
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| April 4, 2023 |
As filed with the Securities and Exchange Commission on April 3, 2023. As filed with the Securities and Exchange Commission on April 3, 2023. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 THORNE HEALTHTECH, INC. (Exact name of registrant as specified in its charter) Delaware 27-2877253 (State or other jurisdiction of incorporation or organization) (I.R.S. |
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| April 4, 2023 |
CALCULATION OF REGISTRATION FEE TABLES Form S-8 (Form Type) Thorne HealthTech, Inc. |
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| April 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 30, 2023 Thorne HealthTech, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40826 27-2877253 (State or Other Jurisdiction of Incorporation) (Commissio |
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| March 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549a FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549a FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 n For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-40826 THORNE HEALT |
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| March 31, 2023 |
Subsidiaries of the Registrant. Exhibit 21.1 Subsidiaries of the Registrant Subsidiary Name Jurisdiction Thorne Research, Inc. South Carolina Health Elements, LLC Delaware WellnessFX, Inc. Delaware Drawbridge Health, Inc. Delaware Nutrativa, LLC Delaware Thorne Asia PTE, LTD Singapore |
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| March 31, 2023 |
DocuSign Envelope ID: 7BC19C24-D846-461D-BD47-F14934382BC8 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT, dated as of January 31, 2023 (“this Agreement”), is by and between PreCon Acquisition LLC, a Delaware limited liability company (“Seller”), Thorne HealthTech, Inc. |
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| March 31, 2023 |
DocuSign Envelope ID: BA370BF0-6559-47BF-93FD-5271BD02FEF9 SECOND AMENDMENT TO LEASE AGREEMENT THIS SECOND AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is made and entered into as of November 17, 2022 (the "Effective Date") by and between VICTORIA LOGISTICS ASSETS LP, a Delaware limited partnership (“Landlord”); and THORNE HEALTHTECH, INC. |
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| March 30, 2023 |
Exhibit 99.1 Thorne HealthTech Reports Fourth Quarter and Full-Year 2022 Results Net Sales Growth of 24.1% and Adj. EBITDA1 growth of 19.1% for Full-Year 2022; Provides Full-Year 2023 Guidance NEW YORK, March 30, 2023 /PRNewswire/ - Thorne HealthTech, Inc. (“Thorne HealthTech”, “Thorne” or the “Company”) (NASDAQ: THRN), a leader in delivering innovative solutions for a personalized approach to hea |
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| March 30, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 (Date of earliest event reported): March 30, 2023 Thorne HealthTech, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40826 27-2877253 (State or Other Jurisdiction of Incorporation) (Commission |
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| March 13, 2023 |
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 (Date of earliest event reported): March 13, 2023 Thorne HealthTech, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40826 27-2877253 (State or Other Jurisdiction of Incorporation) (Commission |
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| March 13, 2023 |
Thorne HealthTech Appoints Saloni Varma as New Chief Financial Officer Thorne HealthTech Appoints Saloni Varma as New Chief Financial Officer NEW YORK (March 13, 2023) – Thorne HealthTech, Inc. |
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| February 10, 2023 |
THRN / Thorne Healthtech Inc / MITSUI & CO LTD - SC 13G/A Passive Investment SC 13G/A 1 d217473dsc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Thorne Healthtech, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 885260 109 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropr |
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| February 3, 2023 |
THORNE HEALTHTECH ACQUIRES PRECON HEALTH Acquisition of PreCon strengthens brain health portfolio and provides access to world-class scientific advisory board NEW YORK – Feb. |
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| February 3, 2023 |
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 (Date of earliest event reported): January 31, 2023 Thorne HealthTech, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40826 27-2877253 (State or Other Jurisdiction of Incorporation) (Commissio |
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| February 3, 2023 |
DocuSign Envelope ID: 7BC19C24-D846-461D-BD47-F14934382BC8 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT, dated as of January 31, 2023 (“this Agreement”), is by and between PreCon Acquisition LLC, a Delaware limited liability company (“Seller”), Thorne HealthTech, Inc. |
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| January 4, 2023 |
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 (Date of earliest event reported): January 01, 2023 Thorne HealthTech, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40826 27-2877253 (State or Other Jurisdiction of Incorporation) (Commissio |
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| December 22, 2022 |
CREDIT AGREEMENT DATED AS OF DECEMBER 21, 2022 AMONG THORNE HEALTHTECH, INC., as Borrower, THE OTHER LOAN PARTIES SIGNATORY HERETO, as Loan Parties, and FIFTH THIRD BANK, NATIONAL ASSOCIATION, as Lender DOCPROPERTY DOCXDOCID DMS=HummingbirdDM5 Format=<>\<>v<> PRESERVELOCATION \* MERGEFORMAT CHAR1\1952666v12 TABLE OF CONTENTS Page 1. DEFINITIONS 1 1.1 Certain Defined Terms 1 1.2 Accounting Terms an |
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| December 22, 2022 |
TERM LOAN PROMISSORY NOTE $12,000,000.00 December 21, 2022 (the ?Effective Date?) FOR VALUE RECEIVED, the undersigned, THORNE HEALTHTECH, INC., a Delaware corporation (?Borrower?), hereby unconditionally promises to pay to the order of FIFTH THIRD BANK, NATIONAL ASSOCIATION (together with its successors and permitted assigns, ?Lender?), for its account pursuant to the Credit Agreement referred to |
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| December 22, 2022 |
GUARANTY AND SECURITY AGREEMENT THIS GUARANTY AND SECURITY AGREEMENT (as the same may be amended, restated, supplemented or otherwise modified from time to time, this ?Security Agreement?), dated as of December 21, 2022, is made by THORNE HEALTHTECH, INC. |
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| December 22, 2022 |
REVOLVING CREDIT PROMISSORY NOTE $45,000,000.00 December 21, 2022 (the ?Effective Date?) FOR VALUE RECEIVED, the undersigned, THORNE HEALTHTECH, INC., a Delaware corporation (?Borrower?), hereby unconditionally promises to pay to the order of FIFTH THIRD BANK, NATIONAL ASSOCIATION (together with its successors and permitted assigns, ?Lender?), for its account pursuant to the Credit Agreement refer |
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| December 22, 2022 |
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 (Date of earliest event reported): December 21, 2022 Thorne HealthTech, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40826 27-2877253 (State or Other Jurisdiction of Incorporation) (Commissi |
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| November 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40826 Thorne |
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| November 9, 2022 |
Thorne HealthTech Reports Third Quarter 2022 Results Updates Full-Year 2022 Guidance Exhibit 99.1 Thorne HealthTech Reports Third Quarter 2022 Results Updates Full-Year 2022 Guidance NEW YORK, November 9, 2022 /PRNewswire/ - Thorne HealthTech, Inc. (“Thorne HealthTech”, “Thorne” or the “Company”) (NASDAQ: THRN), a leader in developing personalized, innovative solutions that empower individuals to live healthier, longer lives, today announced its financial results for the third qua |
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| November 9, 2022 |
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 (Date of earliest event reported): November 09, 2022 Thorne HealthTech, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40826 27-2877253 (State or Other Jurisdiction of Incorporation) (Commissi |
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| August 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40826 Thorne Heal |
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| August 9, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 (Date of earliest event reported): August 09, 2022 Thorne HealthTech, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40826 27-2877253 (State or Other Jurisdiction of Incorporation) (Commission |
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| August 9, 2022 |
Thorne HealthTech Reports Second Quarter 2022 Results Revises Full-Year 2022 Guidance Exhibit 99.1 Thorne HealthTech Reports Second Quarter 2022 Results Revises Full-Year 2022 Guidance NEW YORK, August 9, 2022 /PRNewswire/ - Thorne HealthTech, Inc. (?Thorne HealthTech?, ?Thorne? or the ?Company?) (NASDAQ: THRN), a leader in developing personalized, innovative solutions to help people live healthier, longer lives, today announced its financial results for the second quarter ended Ju |
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| June 6, 2022 |
Submission of Matters to a Vote of Security Holders 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 (Date of earliest event reported): June 02, 2022 Thorne HealthTech, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40826 27-2877253 (State or Other Jurisdiction of Incorporation) (Commission F |
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| May 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40826 THORNE HEA |
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| May 12, 2022 |
Authorized Reseller Agreement between Registrant and Pattern, Inc., dated April 21, 2022. AUTHORIZED RESELLER AGREEMENT THIS AUTHORIZED RESELLER AGREEMENT (this ?Agreement?) is entered into as of April 18, 2022 (the ?Effective Date?), by and between Thorne Research, Inc. |
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| May 11, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 (Date of earliest event reported): May 11, 2022 Thorne HealthTech, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40826 27-2877253 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| May 11, 2022 |
Thorne HealthTech Reports First Quarter 2022 Results Reaffirms Full-Year 2022 Guidance Exhibit 99.1 Thorne HealthTech Reports First Quarter 2022 Results Reaffirms Full-Year 2022 Guidance NEW YORK, May 11, 2022 /PRNewswire/ - Thorne HealthTech, Inc. (?Thorne HealthTech? or the ?Company?) (NASDAQ: THRN), a leader in developing personalized, innovative solutions to help people live healthier, longer lives, today announced its financial results for the first quarter ended March 31, 2022 |
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| April 22, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| April 22, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defi |
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| April 12, 2022 |
Continuing and Unconditional Guaranty, dated March 31, 2022, by Thorne Research, Inc., as guarantor. EX-10.3 4 thrn-ex103.htm EX-10.3 EXHIBIT 10.3 BORROWER: Thorne HealthTech, Inc. GUARANTOR: Thorne Research, Inc. CONTINUING AND UNCONDITIONAL GUARANTY 1. The Guaranty. For valuable consideration, the undersigned (whether one or more than one "Guarantor") hereby unconditionally guarantees and promises to pay promptly to Bank of America, N.A., its subsidiaries and affiliates (collectively, "Bank"), |
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| April 12, 2022 |
EXHIBIT 10.2 SECURITY AGREEMENT (Multiple Use) 1. THE SECURITY. The undersigned Thorne HealthTech, Inc., a Delaware corporation, and Thorne Research, Inc., a South Carolina corporation (collectively, the ?Pledgor") hereby assigns and grants to Bank of America, N.A., its successors and assigns (?BANA?), and to Bank of America Corporation and its subsidiaries and affiliates (BANA and all such secure |
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| April 12, 2022 |
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 (Date of earliest event reported): April 08, 2022 Thorne HealthTech, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40826 27-2877253 (State or Other Jurisdiction of Incorporation) (Commission |
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| April 12, 2022 |
Exhibit 10.1 loan AGREEMENT This Agreement dated as of March 31, 2022, is between Bank of America, N.A. (the "Bank") and Thorne HealthTech, Inc., a Delaware corporation (the "Borrower"). 1. definitions In addition to the terms which are defined elsewhere in this Agreement, the following terms have the meanings indicated for the purposes of this Agreement: 1.1 ?Beneficial Ownership Certification? m |
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| March 23, 2022 |
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 (Date of earliest event reported): March 21, 2022 Thorne HealthTech, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40826 27-2877253 (State or Other Jurisdiction of Incorporation) (Commission |
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| March 16, 2022 |
Lease Agreement between Registrant and SRE TKC Charleston IV, LLC, dated January 26, 2021. Exhibit 10.28 Execution Version LEASE AGREEMENT by and between SRE TKC CHARLESTON IV, LLC a Delaware limited liability company (Landlord) and THORNE RESEARCH, INC., a South Carolina corporation (Tenant) Date: January 26, 2021 LEASE AGREEMENT THIS LEASE AGREEMENT (this ?Lease?) is made as of the 26th day of January, 2021, by and between SRE TKC CHARLESTON IV, LLC, a Delaware limited liability compa |
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| March 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-40826 THORNE HEALTHTE |
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| March 16, 2022 |
Subsidiaries of the Registrant. Exhibit 21.1 Subsidiaries of the Registrant Subsidiary Name Jurisdiction Thorne Research, Inc. Delaware Health Elements, LLC Delaware WellnessFX, Inc. Delaware Drawbridge Health, Inc. Delaware Tecton Group, LLC Delaware NR Therapeutics, LLC Delaware |
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| March 16, 2022 |
Exhibit 4.10 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Thorne HealthTech, Inc. (the Company) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the Exchange Act): our common stock, par value $0.01 per share. As used in this summary, the terms ?the Company,? ?we,? ?our? |
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| March 16, 2022 |
Exhibit 10.26 NOMINATING, OBSERVER AND SECONDMENT AGREEMENT THIS NOMINATING, OBSERVER AND SECONDMENT AGREEMENT (this ?Agreement?), dated as of September 27, 2021, is by and between Thorne HealthTech, Inc., a Delaware corporation (the ?Company?), Kirin Holding Company, Limited (?Kirin?) and Mitsui & Co., Ltd. (?Mitsui?, and together with Kirin, the ?Stockholders? and each a ?Stockholder?). WHEREAS, |
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| March 16, 2022 |
Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 14, 2022 Thorne HealthTech, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40826 27-2877253 (State or Other Jurisdiction of Incorporation) (Commissio |
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| March 16, 2022 |
2021 Equity Incentive Plan and forms of agreements thereunder. Exhibit 10.4 THORNE HEALTHTECH, INC. 2021 EQUITY INCENTIVE PLAN 1. Purposes of the Plan; Award Types. (a) Purposes of the Plan. The purposes of this Plan are to attract and retain personnel for positions with the Company Group, to provide additional incentive to Employees, Directors, and Consultants (collectively, ?Service Providers?), and to promote the success of the Company?s business. (b) Awar |
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| March 14, 2022 |
Thorne HealthTech Reports Fourth Quarter and Full-Year 2021 Results Provides Full-Year 2022 Guidance Exhibit 99.1 Thorne HealthTech Reports Fourth Quarter and Full-Year 2021 Results Provides Full-Year 2022 Guidance NEW YORK, Mar. 14, 2022 /PRNewswire/ - Thorne HealthTech, Inc. (?Thorne HealthTech? or the ?Company?) (NASDAQ: THRN), a leader in developing personalized, innovative solutions to help people live healthier, longer lives, today announced its financial results for the fourth quarter and |
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| March 14, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 (Date of earliest event reported): March 14, 2022 Thorne HealthTech, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40826 27-2877253 (State or Other Jurisdiction of Incorporation) (Commission |
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| March 4, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events 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 (Date of Earliest Event Reported): February 28, 2022 Thorne HealthTech, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40826 27-2877253 (State or Other Jurisdiction of Incorporation) (Commissi |
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| March 4, 2022 |
Exhibit 99.1 Thorne HealthTech Announces the Acquisition of Nutrativa Acquisition of Nutrativa and its high-speed printing technology will enable Thorne HealthTech to add quick- dissolving supplement discs to its product offerings Products are environmentally superior alternatives, helping to reduce plastic packaging, water usage, and shipping costs NEW YORK, NEW YORK March 3, 2022 ? Thorne Health |
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| February 15, 2022 |
Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the common stock of Thorne HealthTech, Inc. is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange |
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| February 15, 2022 |
THRN / Thorne Healthtech Inc / JACOBSON PAUL F - SC 13G Passive Investment SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) THORNE HEALTHTECH, INC. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 885260 109 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designat |
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| February 14, 2022 |
THRN / Thorne Healthtech Inc / Kirin Holdings Company, Ltd /FI - SCHEDULE 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Thorne Healthtech, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 885260 109 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant |
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| February 10, 2022 |
THRN / Thorne Healthtech Inc / Helsinn International (U.S.) Corp - SC 13G Passive Investment SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) THORNE HEALTHTECH, INC. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 885260 109 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designat |
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| February 9, 2022 |
THRN / Thorne Healthtech Inc / MITSUI & CO LTD - SC 13G Passive Investment SC 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Thorne Healthtech, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 885260 109 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pu |
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| January 26, 2022 |
As filed with the Securities and Exchange Commission on January 26, 2022. As filed with the Securities and Exchange Commission on January 26, 2022. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 THORNE HEALTHTECH, INC. (Exact name of registrant as specified in its charter) Delaware 27-2877253 (State or other jurisdiction of incorporation or organization) (I.R. |
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| January 13, 2022 |
Exhibit 99.1 Thorne HealthTech and Mitsui Announce Thorne Asia Joint Venture Thorne Asia will drive awareness and growth of healthy aging products Joint venture is well-positioned to capitalize on unmet market needs with offering that includes diagnostics, analytics and supplements to support healthy aging NEW YORK, NEW YORK January 13, 2022 ? Thorne HealthTech, Inc. (?Thorne HealthTech? or ?Thorn |
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| January 13, 2022 |
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 (Date of Earliest Event Reported): January 10, 2022 Thorne HealthTech, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40826 27-2877253 (State or Other Jurisdiction of Incorporation) (Commissio |
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| December 14, 2021 |
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 (Date of Earliest Event Reported): December 10, 2021 Thorne HealthTech, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40826 27-2877253 (State or Other Jurisdiction of Incorporation) (Commissi |
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| December 6, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits 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 (Date of Earliest Event Reported): December 6, 2021 Thorne HealthTech, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40826 27-2877253 (State or Other Jurisdiction of Incorporation) (Commissio |
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| December 6, 2021 |
Thorne HealthTech Investor Presentation December 2021 Exhibit 99.1 Safe Harbor Statements This presentation has been made available to you with the consent of Thorne for informational purposes only and for you to familiarize yourself with its business. This presentation is strictly confidential and may not be reproduced or redistributed in whole or in part, nor may its contents be disclosed to any |
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| December 3, 2021 |
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 (Date of Earliest Event Reported): November 30, 2021 Thorne HealthTech, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40826 27-2877253 (State or Other Jurisdiction of Incorporation) (Commissi |
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| November 10, 2021 |
Amended and Restated Bylaws of the Registrant, dated September 27, 2021. Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF THORNE HEALTHTECH, INC. (Initially adopted by the Board of Directors on June 20, 2010.) (As amended and restated on September 27, 2021. Effective as of the closing of the Corporation?s initial public offering.) TABLE OF CONTENTS Page ARTICLE I - CORPORATE OFFICES 1 1.1 REGISTERED OFFICE 1 1.2 OTHER OFFICES 1 ARTICLE II - MEETINGS OF STOCKHOLDERS 1 2.1 PLA |
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| November 10, 2021 |
Industrial Lease between Registrant and SFG Charleston Omni, LLC, dated July 28, 2021. Exhibit 10.1 INDUSTRIAL LEASE BETWEEN SFG CHARLESTON OMNI, LLC, AS LANDLORD AND THORNE HEALTHTECH, INC. AS TENANT THIS AGREEMENT IS SUBJECT TO BINDING ARBITRATION PURSUANT TO THE SOUTH CAROLINA UNIFORM ARBITRATION ACT, FOUND AT SECTION 15-48-10, ET SEQ., CODE OF LAWS OF SOUTH CAROLINA 1976, AS AMENDED. LEASE INDEX Section Subject 1 Basic Terms 2 Premises 3 Term 4 Rent 5 Security Deposit 6 Operatin |
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| November 10, 2021 |
Amended and Restated Certificate of Incorporation of the Registrant, dated September 27, 2021. Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THORNE HEALTHTECH, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Thorne HealthTech, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the ?General Corporation Law?), DOES HEREBY CERTIFY: 1. That th |
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| November 10, 2021 |
Thorne HealthTech Reports Financial and Operating Results for the Third Quarter 2021 Exhibit 99.1 Thorne HealthTech Reports Financial and Operating Results for the Third Quarter 2021 NEW YORK, Nov. 10, 2021 /PRNewswire/ ? Thorne HealthTech, Inc. (?Thorne HealthTech? or the ?Company?) (NASDAQ: THRN), a leader in developing innovative solutions for a personalized approach to health and wellbeing, today announced financial and operational results for the third quarter and nine months |
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| November 10, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe |
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| November 10, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 (Date of Earliest Event Reported): November 10, 2021 Thorne HealthTech, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40826 27-2877253 (State or Other Jurisdiction of Incorporation) (Commissi |
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| September 24, 2021 |
As filed with the Securities and Exchange Commission on September 24, 2021 As filed with the Securities and Exchange Commission on September 24, 2021 Registration No. |
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| September 23, 2021 |
Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-257987 PROSPECTUS 7,000,000 Shares Common Stock This is the initial public offering of shares of common stock of Thorne HealthTech, Inc. We are offering 7,000,000 shares of our common stock. The public offering price is $10.00 per share. Prior to this offering there has been no public market for our common stock. Our common st |
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| September 22, 2021 |
Table of Contents As filed with the Securities and Exchange Commission on September 22, 2021. |
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| September 21, 2021 |
Exhibit 4.1 Execution Version FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT This FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 5, 2018 and effective as of the Effective Time, is among (i) Thorne Holding Corp., a Delaware corporation (the “Company”), (ii) the Stockholders listed on Schedule 1 hereto (the “Initial Stockholders”), (iii) the |
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| September 21, 2021 |
Exhibit 4.8 THORNE HEALTHTECH, INC. AMENDMENT TO WARRANT TO PURCHASE COMMON STOCK This Amendment to Warrant to purchase Common Stock (this ?Amendment?) is entered into effective as of May 2, 2019, by and between Thorne HealthTech, Inc., previously Thorne Holding Corp. (the ?Issuer?) and Diversified Natural Products, Inc. (the ?Holder?), and amends that certain Warrant (No. 6) to purchase Common St |
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| September 21, 2021 |
Exhibit 4.5 NEITHER THIS WARRANT NOR THE SHARES ISSUED OR ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, ENDORSED, PLEDGED, MORTGAGED, HYPOTHECATED OR OTHERWISE CONVEYED OR DISPOSED OF, UNLESS THEY ARE (1) SO REGISTERED OR (2) AN EXEMPTION FROM SUCH REGISTRATION IS AVAILAB |
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| September 21, 2021 |
Exhibit 4.6 EXECUTION COPY NEITHER THIS WARRANT NOR THE SHARES ISSUED OR ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, ENDORSED, PLEDGED, MORTGAGED, HYPOTHECATED OR OTHERWISE CONVEYED OR DISPOSED OF, UNLESS THEY ARE (1) SO REGISTERED OR (2) AN EXEMPTI |
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| September 21, 2021 |
Exhibit 3.3 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THORNE HEALTHTECH, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Thorne HealthTech, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the ?General Corporation Law?), DOES HEREBY CERTIFY: 1. That th |
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| September 21, 2021 |
Exhibit 4.7 EXECUTION COPY NEITHER THIS WARRANT NOR THE SHARES ISSUED OR ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, ENDORSED, PLEDGED, MORTGAGED, HYPOTHECATED OR OTHERWISE CONVEYED OR DISPOSED OF, UNLESS THEY ARE (1) SO REGISTERED OR (2) AN EXEMPTI |
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| September 21, 2021 |
As filed with the Securities and Exchange Commission on September 21, 2021. As filed with the Securities and Exchange Commission on September 21, 2021. Registration No. 333-257987 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 5 TO FORM S-1 REGISTRATION STATEMENT Under The Securities Act of 1933 THORNE HEALTHTECH, INC. (Exact name of Registrant as specified in its charter) Delaware 2834 27-2877253 (State or other jurisdiction of inco |
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| September 21, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Thorne HealthTech, Inc. (Exact name of registrant as specified in its charter) Delaware 27-2877253 (State of incorporation or organization) (I.R.S. Employer Identification No.) 152 W. 57th Street N |
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| September 21, 2021 |
Exhibit 4.4 NEITHER THIS WARRANT NOR THE SHARES ISSUED OR ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, ENDORSED, PLEDGED, MORTGAGED, HYPOTHECATED OR OTHERWISE CONVEYED OR DISPOSED OF, UNLESS THEY ARE (1) SO REGISTERED OR (2) AN EXEMPTION FROM SUCH REGISTRATION IS AVAILAB |
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| September 21, 2021 |
Exhibit 4.9 THORNE HEALTHTECH, INC. AMENDMENT TO WARRANT TO PURCHASE COMMON STOCK This Amendment to Warrant to purchase Common Stock (this ?Amendment?) is entered into effective as of May 2, 2019, by and between Thorne HealthTech, Inc., previously Thorne Holding Corp. (the ?Issuer?) and Elus Holdings Corporation (the ?Holder?), and amends that certain Warrant (No. 9) to purchase Common Stock, issu |
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| September 20, 2021 |
September 20, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, DC 20549-3720 Attention: Ibolya Ignat Daniel Gordon Eric Envall Sandra Hunter Berkheimer Re: Thorne HealthTech, Inc. Registration Statement on Form S-1 (File No. 333-257987) Acceleration Request Requested Date: September 22, 2021 Requested Time |
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| September 20, 2021 |
CORRESP 1 filename1.htm September 20, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, DC 20549-3720 Attention: Ibolya Ignat Daniel Gordon Eric Envall Sandra Hunter Berkheimer Re: Thorne HealthTech, Inc. Registration Statement on Form S-1 (File No. 333-257987) Acceleration Request Requested Date: September |
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| September 13, 2021 |
EX-3.2 Exhibit 3.2 CERTIFICATE OF AMENDMENT TO THE SIXTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THORNE HEALTHTECH, INC. Thorne HealthTech, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “Corporation”), hereby certifies as follows: 1. That the name of this corporation is Thorne HealthTech, I |
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| September 13, 2021 |
2021 Equity Incentive Plan and forms of agreements thereunder Exhibit 10.4 THORNE HEALTHTECH, INC. 2021 EQUITY INCENTIVE PLAN (Adopted on [•], 2021; effective as of one business day immediately prior to the Registration Date) 1. Purposes of the Plan; Award Types. (a) Purposes of the Plan. The purposes of this Plan are to attract and retain personnel for positions with the Company Group, to provide additional incentive to Employees, Directors, and Consultants |
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| September 13, 2021 |
THORNE HOLDING CORP. BY-LAWS Article I. - General. 1.1. Offices. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware. The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require. 1.2. Seal. The seal of th |
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| September 13, 2021 |
2021 Employee Stock Purchase Plan and forms of agreements thereunder. Exhibit 10.5 THORNE HEALTHTECH, INC. 2021 EMPLOYEE STOCK PURCHASE PLAN 1. Purpose. The purpose of the Plan is to provide employees of the Company and its Designated Companies with an opportunity to purchase Common Stock through accumulated Contributions. The Company intends for the Plan to have two components: a component that is intended to qualify as an “employee stock purchase plan” under Code |
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| September 13, 2021 |
As filed with the Securities and Exchange Commission on September 13, 2021. S-1/A Table of Contents As filed with the Securities and Exchange Commission on September 13, 2021. |
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| September 8, 2021 |
Wilson Sonsini Goodrich & Rosati Professional Corporation 650 Page Mill Road Palo Alto, California 94304-1050 O: 650. |
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| August 16, 2021 |
Exhibit 10.26 NOMINATING, OBSERVER AND SECONDMENT AGREEMENT THIS NOMINATING, OBSERVER AND SECONDMENT AGREEMENT (this ?Agreement?), dated as of [?], 2021, is by and between Thorne HealthTech, Inc., a Delaware corporation (the ?Company?), Kirin Holding Company, Limited (?Kirin?) and Mitsui & Co., Ltd. (?Mitsui?, and together with Kirin, the ?Stockholders? and each a ?Stockholder?). WHEREAS, on July |
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| August 16, 2021 |
650 Page Mill Road Palo Alto, CA 94304-1050 650.493.9300 650.493.6811 www.wsgr.com August 16, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549-3720 Attention: Ibolya Ignat Daniel Gordon Eric Envall Sandra Hunter Berkheimer Re: Thorne HealthTech, Inc. Registration Statement on Form S-1 Filed July |
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| August 16, 2021 |
As filed with the Securities and Exchange Commission on August 16, 2021. Table of Contents As filed with the Securities and Exchange Commission on August 16, 2021. |
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| July 28, 2021 |
Exhibit 10.1 THORNE HEALTHTECH, INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement (this ?Agreement?) is dated as of [insert date], and is between Thorne HealthTech, Inc., a Delaware corporation (the ?Company?), and [insert name of indemnitee] (?the Indemnitee?). RECITALS A. The Indemnitee?s service to the Company substantially benefits the Company. B. The Company acknowledges that indi |
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| July 28, 2021 |
Form of Change in Control and Severance Agreement with Paul F. Jacobson. Exhibit 10.8(a) THORNE HEALTHTECH, INC. CHANGE IN CONTROL SEVERANCE AGREEMENT This Change in Control Severance Agreement (the ?Agreement?) is made between Thorne HealthTech, Inc. (the ?Company?) and Paul F. Jacobson (the ?Executive?), effective as of , 2021 (the ?Effective Date?). This Agreement provides certain protections to the Executive in connection with a change in control of the Company or |
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| July 28, 2021 |
Form of Confirmatory Employment Letter with William C. McCamy. EX-10.6(B) 6 d162335dex106b.htm EX-10.6(B) Exhibit 10.6(b) THORNE HEALTHTECH, INC. Confirmatory Employment Letter William C. McCamy Dear Mr. McCamy: This letter agreement (the “Agreement”) is entered into between Thorne HealthTech, Inc. (the “Company” or “we”) and you. This Agreement is effective as of the date signed below (the “Effective Date”). The purpose of this Agreement is to confirm the cu |
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| July 28, 2021 |
Form of Change in Control and Severance Agreement with Thomas P. McKenna. Exhibit 10.8(c) THORNE HEALTHTECH, INC. CHANGE IN CONTROL SEVERANCE AGREEMENT This Change in Control Severance Agreement (the ?Agreement?) is made between Thorne HealthTech, Inc. (the ?Company?) and Thomas P. McKenna (the ?Executive?), effective as of , 2021 (the ?Effective Date?). This Agreement provides certain protections to the Executive in connection with a change in control of the Company or |
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| July 28, 2021 |
As filed with the Securities and Exchange Commission on July 28, 2021. Table of Contents As filed with the Securities and Exchange Commission on July 28, 2021. |
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| July 28, 2021 |
Form of Confirmatory Employment Letter with Thomas P. McKenna. EX-10.6(C) 7 d162335dex106c.htm EX-10.6(C) Exhibit 10.6(c) THORNE HEALTHTECH, INC. Confirmatory Employment Letter Thomas P. McKenna Dear Mr. McKenna: This letter agreement (the “Agreement”) is entered into between Thorne HealthTech, Inc. (the “Company” or “we”) and you. This Agreement is effective as of the date signed below (the “Effective Date”). The purpose of this Agreement is to confirm the c |
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| July 28, 2021 |
Form of Confirmatory Employment Letter with Paul F. Jacobson. EX-10.6(A) 5 d162335dex106a.htm EX-10.6(A) Exhibit 10.6(a) THORNE HEALTHTECH, INC. Confirmatory Employment Letter Paul F. Jacobson Dear Mr. Jacobson: This letter agreement (the “Agreement”) is entered into between Thorne HealthTech, Inc. (the “Company” or “we”) and you. This Agreement is effective as of the date signed below (the “Effective Date”). The purpose of this Agreement is to confirm the c |
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| July 28, 2021 |
650 Page Mill Road Palo Alto, CA 94304-1050 650.493.9300 650.493.6811 www.wsgr.com July 28, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549-3720 Attention: Ibolya Ignat Daniel Gordon Eric Envall Sandra Hunter Berkheimer Re: Thorne HealthTech, Inc. Registration Statement on Form S-1 Filed July 1 |
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| July 28, 2021 |
Exhibit 10.26 NOMINATING, OBSERVER AND SECONDMENT AGREEMENT THIS NOMINATING, OBSERVER AND SECONDMENT AGREEMENT (this “Agreement”), dated as of [•], 2021, is by and between Thorne HealthTech, Inc., a Delaware corporation (the “Company”), Kirin Holding Company, Limited (“Kirin”) and Mitsui & Co., Ltd. (“Mitsui”, and together with Kirin, the “Stockholders” and each a “Stockholder”). WHEREAS, on July |
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| July 28, 2021 |
Form of Underwriting Agreement. Exhibit 1.1 Thorne HealthTech, Inc. (a Delaware corporation) [ ? ] Shares of Common Stock UNDERWRITING AGREEMENT Dated: [ ? ], 2021 Thorne HealthTech, Inc. (a Delaware corporation) [ ? ] Shares of Common Stock UNDERWRITING AGREEMENT [ ? ], 2021 BofA Securities, Inc. Cowen and Company, LLC Evercore Group L.L.C. as Representatives of the several Underwriters c/o BofA Securities, Inc. One Bryant Park |
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| July 28, 2021 |
Form of Change in Control and Severance Agreement with William C. McCamy. EX-10.8(B) 9 d162335dex108b.htm EX-10.8(B) Exhibit 10.8(b) THORNE HEALTHTECH, INC. CHANGE IN CONTROL SEVERANCE AGREEMENT This Change in Control Severance Agreement (the “Agreement”) is made between Thorne HealthTech, Inc. (the “Company”) and William C. McCamy (the “Executive”), effective as of , 2021 (the “Effective Date”). This Agreement provides certain protections to the Executive in connection |
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| July 28, 2021 |
Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THORNE HEALTHTECH, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Thorne HealthTech, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the ?General Corporation Law?), DOES HEREBY CERTIFY: 1. That th |
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| July 19, 2021 |
As filed with the Securities and Exchange Commission on July 16, 2021. Table of Contents As filed with the Securities and Exchange Commission on July 16, 2021. |
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| July 16, 2021 |
Exhibit 10.20 REIMBURSEMENT AGREEMENT by and between SUMITOMO MITSUI BANKING CORPORATION and THORNE HOLDING CORP. Dated as of November 30, 2018 REIMBURSEMENT AGREEMENT, dated as of November 30, 2018 (the “Agreement”) by and between THORNE HOLDING CORP., a corporation organized under the laws of Delaware (the “Company”), and SUMITOMO MITSUI BANKING CORPORATION (the “Bank”). RECITALS: The Company wi |
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| July 16, 2021 |
Exhibit 10.17 UNCOMMITTED AND REVOLVING CREDIT LINE AGREEMENT UNCOMMITTED AND REVOLVING CREDIT LINE AGREEMENT dated as of February 14, 2020 between SUMITOMO MITSUI BANKING CORPORATION, a Japanese banking corporation, having its offices at 277 Park Avenue, New York, New York 10172 (the “BANK”), and THORNE HOLDING CORP., a corporation organized under the laws of Delaware, having its offices at 620 O |
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| July 16, 2021 |
Fee Letter between the Registrant and Kirin Holdings Company, Limited, dated February 14, 2020. Exhibit 10.19 February 14, 2020 Kirin Holdings Company, Limited 4-10-2 Nakano, Nakano-ku Tokyo 164-0001, Japan Dear Sirs Re: Guarantee—fee letter This letter (the “Fee Letter”) is entered into in connection with the Guarantee Letter (hosho-sho) (the “Guarantee”) to be submitted by Kirin Holdings Company, Limited (“Kirin”) in favor of Sumitomo Mitsui Banking Corporation New York Branch (the “Benefi |
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| July 16, 2021 |
Specimen common stock certificate of the Registrant. Exhibit 4.3 THIS CERTIFIES THAT is the owner of CUSIP DATED COUNTERSIGNED AND REGISTERED: COMPUTERSHARE TRUST COMPANY, N.A. TRANSFER AGENT AND REGISTRAR, FULLY-PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF Thorne HealthTech, Inc. (hereinafter called the “Company”), transferable on the books of the Company in person or by duly authorized attorney, upon surrender of this Certificate properly end |
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| July 16, 2021 |
Bylaws of the Registrant, as currently in effect. Exhibit 3.3 THORNE HOLDING CORP. BY-LAWS TABLE OF CONTENTS Article I. - General 1 1.1. Offices 1 1.2. Seal 1 1.3. Fiscal Year 1 Article II. - Stockholders 1 2.1. Place of Meetings 1 2.2. Annual Meeting 1 2.3. Quorum 1 2.4. Right to Vote; Proxies 2 2.5. Voting 2 2.6. Notice of Annual Meetings 2 2.7. Stockholders? List 2 2.8. Special Meetings 3 2.9. Notice of Special Meetings 3 2.10. Inspectors 3 2. |
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| July 16, 2021 |
EX-3.2 3 d162335dex32.htm EX-3.2 Exhibit 3.2 SEVENTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THORNE HEALTHTECH, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Thorne HealthTech, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporati |
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| July 16, 2021 |
Fee Letter between the Registrant and Mitsui & Co., Ltd., dated November 30, 2018. EX-10.22 25 d162335dex1022.htm EX-10.22 Exhibit 10.22 November 30, 2018 Mitsui & Co., Ltd. 1-3, Marunouchi 1-chome, Chiyoda-ku, Tokyo, 100-8631, Japan Dear Sirs Re: Guarantee — fee letter This letter (the “Fee Letter”) is entered into in connection with the Guarantee Letter (hosho-sho) (the “Guarantee”) to be submitted by MITSUI & CO., LTD. (“Mitsui”) in favor of Sumitomo Mitsui Banking Corporatio |
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| July 16, 2021 |
Exhibit 10.11 AGREEMENT OF LEASE THIS AGREEMENT OF LEASE (this ?Lease? or ?lease?), made as of March 14, 2013, by and between Carnegie Hall Tower II L.L.C., a New York limited liability company, having an office at do TF Cornerstone Inc., 387 Park Avenue South, 7th Floor, New York, New York 10016, Attn: Office Leasing Department hereinafter referred to as ?Owner?, and Thorne Research, Inc., an Ida |
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| July 16, 2021 |
Fee Letter between the Registrant and Mitsui & Co., Ltd., dated February 14, 2020. Exhibit 10.18 February 14, 2020 Mitsui & Co., Ltd. 1-3, Marunouchi 1-chome, Chiyoda-ku, Tokyo, 100-8631, Japan Dear Sirs Re: Guarantee — fee letter This letter (the “Fee Letter”) is entered into in connection with the Guarantee Letter (hosho-sho) (the “Guarantee”) to be submitted by MITSUI & CO., LTD. (“Mitsui”) in favor of Sumitomo Mitsui Banking Corporation New York Branch (the “Beneficiary”) fo |
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| July 16, 2021 |
Exhibit 3.4 AMENDED AND RESTATED BYLAWS OF THORNE HEALTHTECH, INC. (initially adopted on June 20, 2010) (as amended and restated on [], 2021; effective as of the closing of the Corporation?s initial public offering) TABLE OF CONTENTS Page ARTICLE I - CORPORATE OFFICES 1 1.1 REGISTERED OFFICE 1 1.2 OTHER OFFICES 1 ARTICLE II - MEETINGS OF STOCKHOLDERS 1 2.1 PLACE OF MEETINGS 1 2.2 ANNUAL MEETING 1 |
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| July 16, 2021 |
Vendor Agreement between the Registrant and BioTE Medical, LLC, dated December 1, 2020. EX-10.13 16 d162335dex1013.htm EX-10.13 Exhibit 10.13 Certain identified information marked with [***] has been excluded from this exhibit because it is not material and is of the type that the registrant treats as private and confidential. Vendor Agreement Between Thorne Research, Inc. And BioTE Medical, LLC December 1, 2020 1 Certain identified information marked with [***] has been excluded fro |
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| July 16, 2021 |
Fee Letter between the Registrant and Mitsui & Co., Ltd., dated February 12, 2021. EX-10.15 18 d162335dex1015.htm EX-10.15 Exhibit 10.15 February 12, 2021 Mitsui & Co., Ltd. 2-1, Otemachi 1-chome, Chiyoda-ku, Tokyo, 100-8631, Japan Dear Sirs Re: Guarantee – fee letter This letter (the “Fee Letter”) is entered into in connection with the Guarantee Letter (hosho-sho) (the “Guarantee”) to be submitted by MITSUI & CO., LTD. (“Mitsui”) in favor of Sumitomo Mitsui Banking Corporation |
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| July 16, 2021 |
Employee Incentive Compensation Plan. Exhibit 10.7 THORNE HEALTHTECH, INC. EMPLOYEE INCENTIVE COMPENSATION PLAN 1. Purposes of the Plan. The Plan is intended to increase stockholder value and the success of the Company by motivating Employees to (a) perform to the best of their abilities and (b) achieve the Company’s objectives. 2. Definitions. 2.1 “Actual Award” means as to any Performance Period, the actual award (if any) payable to |
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| July 16, 2021 |
Outside Director Compensation Policy. Exhibit 10.9 THORNE HEALTHTECH, INC. OUTSIDE DIRECTOR COMPENSATION POLICY Adopted and approved July 9, 2021, and effective as of the Effective Date Thorne HealthTech, Inc. (the ?Company?) believes that providing cash and equity compensation to members of its Board of Directors (the ?Board,? and members of the Board, the ?Directors?) represents an effective tool to attract, retain and reward Direct |
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| July 16, 2021 |
2010 Equity Incentive Plan, as amended, and forms of agreement thereunder. Exhibit 10.2 THORNE HEALTHTECH, INC. AMENDED AND RESTATED 2010 EQUITY INCENTIVE PLAN TABLE OF CONTENTS 1. Purpose 1 2. Definitions 1 3. Term of the Plan 4 4. Stock Subject to the Plan 4 5. Administration 4 6. Authorization and Eligibility 5 7. Specific Terms of Awards 5 8. Adjustment Provisions 10 9. Settlement of Awards 11 10. Reservation of Stock 14 11. No Special Employment or Other Rights 14 1 |
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| July 16, 2021 |
Exhibit 4.1 Execution Version FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT This FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 5, 2018 and effective as of the Effective Time, is among (i) Thorne Holding Corp., a Delaware corporation (the “Company”), (ii) the Stockholders listed on Schedule 1 hereto (the “Initial Stockholders”), (iii) the |
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| July 16, 2021 |
Subsidiaries of the Registrant EX-21.1 29 d162335dex211.htm EX-21.1 Exhibit 21.1 Subsidiaries of the Registrant Subsidiary Name Jurisdiction Thorne Research, Inc. Delaware Health Elements, LLC Delaware WellnessFX, Inc. Delaware Drawbridge Health, Inc. Delaware Tecton Group, LLC Delaware NR Therapeutics, LLC Delaware |
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| July 16, 2021 |
EX-4.2 7 d162335dex42.htm EX-4.2 Exhibit 4.2 FOURTH AMENDED AND RESTATED STOCKHOLDER AGREEMENT This FOURTH AMENDED AND RESTATED STOCKHOLDER AGREEMENT (this “Agreement”), dated as of July 5, 2018 and effective as of the Effective Time, is entered into by and among (i) Thorne Holding Corp., a Delaware corporation (the “Company”), (ii) the Stockholders listed on Schedule 1 hereto (the “Initial Stockh |
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| July 16, 2021 |
EX-99.1 31 d162335dex991.htm EX-99.1 Exhibit 99.1 Consent of Director Nominee Thorne HealthTech, Inc. Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of Thorne HealthTech, Inc. (the “Company”), the undersigned hereby consents to being named |
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| July 16, 2021 |
EX-10.24 27 d162335dex1024.htm EX-10.24 Exhibit 10.24 Certain identified information marked with [***] has been excluded from this exhibit because it is not material and is of the type that the registrant treats as private and confidential. AUTHORIZED RESELLER AGREEMENT THIS AUTHORIZED RESELLER AGREEMENT (this “Agreement”) is entered into as of the 25th day of November 2019 (the “Effective Date”), |
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| July 16, 2021 |
Sixth Amended and Restated Certificate of Incorporation of the Registrant, as currently in effect. Exhibit 3.1 SIXTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THORNE HEALTHTECH, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Thorne HealthTech, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the ?General Corporation Law?), DOES HEREBY CERTIFY: 1. T |
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| July 16, 2021 |
Power of Attorney (see page II-8 to this Form S-1). Table of Contents As filed with the Securities and Exchange Commission on July 16, 2021. |
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| July 16, 2021 |
Exhibit 99.2 Consent of Director Nominee Thorne HealthTech, Inc. Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the ?Securities Act?), in connection with the Registration Statement on Form S-1 (the ?Registration Statement?) of Thorne HealthTech, Inc. (the ?Company?), the undersigned hereby consents to being named and described as a director nominee i |
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| July 16, 2021 |
2020 Onegevity Health Equity Plan, as amended, and forms of agreement thereunder. Exhibit 10.3 THORNE HEALTHTECH, INC. RESTATED 2020 ONEGEVITY EQUITY PLAN 1. Purposes of the Plan. This document sets forth and restates the terms of that certain Onegevity Health, LLC 2020 Unit Plan, now known as the Thorne HealthTech, Inc. Restated 2020 Onegevity Equity Plan, pursuant to that certain Board resolution effective as of January 5, 2021 (the ?Resolution?). The purpose of the Plan is t |
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| July 16, 2021 |
Exhibit 10.14 UNCOMMITTED AND REVOLVING CREDIT LINE AGREEMENT UNCOMMITTED AND REVOLVING CREDIT LINE AGREEMENT dated as of February 12, 2021 between SUMITOMO MITSUI BANKING CORPORATION, a Japanese banking corporation, having its offices at 277 Park Avenue, New York, New York 10172 (the “BANK”), and THORNE HEALTHTECH, INC., a corporation organized under the laws of Delaware, having its offices at 62 |
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| July 16, 2021 |
Exhibit 10.10 Certain identified information marked with [***] has been excluded from this exhibit because it is not material and is of the type that the registrant treats as private and confidential. LEASE AGREEMENT BETWEEN GPT SUMMERVILLE OWNER LLC a Delaware limited liability company, as Landlord and THORNE RESEARCH, INC. an Idaho corporation, as Tenant Address of Premises: Omni Industrial Camp |
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| July 16, 2021 |
EX-10.12 15 d162335dex1012.htm EX-10.12 Exhibit 10.12 MULTI-TENANT INDUSTRIAL TRIPLE NET LEASE This Multi-Tenant Industrial Triple Net Lease (this “Lease”) is made and entered into as of October 25th, 2019 (the “Effective Date”), by and between ICON OWNER POOL 1 SF NON-BUSINESS PARKS, LLC, a Delaware limited liability company (“Landlord”), and THORNE RESEARCH, INC., a South Carolina corporation (“ |
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| July 16, 2021 |
Fee Letter between the Registrant and Kirin Holdings Company, Limited, dated February 12, 2021. Exhibit 10.16 February 12, 2021 Kirin Holdings Company, Limited 4-10-2 Nakano, Nakano-ku Tokyo 164-0001, Japan Dear Sirs Re: Guarantee – fee letter This letter (the “Fee Letter”) is entered into in connection with the Guarantee Letter (hosho-sho) (the “Guarantee”) to be submitted by Kirin Holdings Company, Limited (“Kirin”) in favor of Sumitomo Mitsui Banking Corporation New York Branch (the “Bene |
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| July 16, 2021 |
Fee Letter between the Registrant and Kirin Holdings Company, Limited, dated November 30, 2018. EX-10.21 24 d162335dex1021.htm EX-10.21 Exhibit 10.21 November 30, 2018 Kirin Holdings Company, Limited Nakano Central Park South 4-10-2 Nakano, Nakano-ku, Tokyo, 164-0001, Japan Dear Sirs Re: Guarantee — fee letter This letter (the “Fee Letter”) is entered into in connection with the Guarantee Letter (hosho-sho) (the “Guarantee”) to be submitted by KIRN HOLDINGS COMPANY, LIMITED (“Kirin”) in favo |
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| July 16, 2021 |
Unconditional Guaranty between the Registrant and Truist Bank, dated June 2, 2020. Exhibit 10.23 Unconditional Guaranty This guaranty of Thorne Holding Corp. (“Guarantor”) dated June 02, 2020, provides: Whereas, Thorne Research, Inc. (herein, whether one or more, the “Borrower”) desires to transact business with and to obtain credit or a continuation of credit from Truist Bank, its present and future affiliates and their successors and assigns (collectively, “Bank”); and Whereas |
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| July 16, 2021 |
Exhibit 10.25 Certain identified information marked with [***] has been excluded from this exhibit because it is not material and is of the type that the registrant treats as private and confidential. First Amended and Restated Distribution Agreement This FIRST AMENDED AND RESTATED DISTRIBUTION AGREEMENT (?this Agreement?) is entered into between THORNE RESEARCH, INC. (?Supplier?) and EMERSON ECOL |
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| July 9, 2021 |
Table of Contents Amendment No. 3 to Draft Registration Statement, as confidentially submitted to the Securities and Exchange Commission on July 9, 2021. This draft registration statement has not been filed publicly with the Securities and Exchange Commission, and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington |
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| June 25, 2021 |
Table of Contents Amendment No. 2 to Draft Registration Statement, as confidentially submitted to the Securities and Exchange Commission on June 25, 2021 This draft registration statement has not been filed publicly with the Securities and Exchange Commission, and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington |
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| June 25, 2021 |
650 Page Mill Road Palo Alto, CA 94304-1050 650.493.9300 650.493.6811 www.wsgr.com June 25, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549-3720 Attention: Ibolya Ignat Daniel Gordon Eric Envall Sandra Hunter Berkheimer Re: Thorne HealthTech, Inc. Amendment No. 1 to Draft Registration Statement |
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| June 7, 2021 |
Table of Contents Amendment No. 1 to Draft Registration Statement, as confidentially submitted to the Securities and Exchange Commission on June 7, 2021 This draft registration statement has not been filed publicly with the Securities and Exchange Commission, and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, |
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| June 4, 2021 |
650 Page Mill Road Palo Alto, CA 94304-1050 650.493.9300 650.493.6811 www.wsgr.com June 7, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549-3720 Attention: Ibolya Ignat Daniel Gordon Eric Envall Sandra Hunter Berkheimer Re: Thorne HealthTech, Inc. Draft Registration Statement on Form S-1 Confide |
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| April 19, 2021 |
EX-3.3 3 filename3.htm Exhibit 3.3 THORNE HOLDING CORP. BY-LAWS TABLE OF CONTENTS Article I. - General 1 1.1. Offices 1 1.2. Seal 1 1.3. Fiscal Year 1 Article II. - Stockholders 1 2.1. Place of Meetings 1 2.2. Annual Meeting 1 2.3. Quorum 1 2.4. Right to Vote; Proxies 2 2.5. Voting 2 2.6. Notice of Annual Meetings 2 2.7. Stockholders’ List 2 2.8. Special Meetings 3 2.9. Notice of Special Meetings |
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| April 19, 2021 |
FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT EX-4.1 4 filename4.htm Exhibit 4.1 Execution Version FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT This FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 5, 2018 and effective as of the Effective Time, is among (i) Thorne Holding Corp., a Delaware corporation (the “Company”), (ii) the Stockholders listed on Schedule 1 hereto (the “Initial St |
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| April 19, 2021 |
EX-3.1 2 filename2.htm Exhibit 3.1 SIXTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THORNE HEALTHTECH, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Thorne HealthTech, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”), DO |
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| April 19, 2021 |
Table of Contents As confidentially submitted to the Securities and Exchange Commission on April 19, 2021 This draft registration statement has not been filed publicly with the Securities and Exchange Commission, and all information herein remains strictly confidential. |
