Related Party Transactions | 3. Related Party Transactions Transactions with Mitsui & Co. Ltd. and Kirin Holdings Company, Limited Series E Convertible Preferred Stock Financing On July 5, 2018, the Company issued and sold an aggregate of 27,011,500 shares of Series E convertible preferred stock to Mitsui & Co., Ltd. (Mitsui), and Kirin Holdings Company, Limited (Kirin), at a purchase price of $ 5.12 per share for aggregate gross proceeds of approximately $ 138.4 million (the Series E Financing). Immediately prior to the completion of the Company’s IPO on September 22, 2021, all outstanding shares of the Series E convertible preferred stock automatically converted on a one-to-one basis into an aggregate of 27,011,500 shares of common stock. See Note 13 for additional information related to the Series E convertible preferred stock. Kirin and Mitsui Feasibility Review Agreement On March 19, 2019, Onegevity entered into a feasibility review agreement (Feasibility Agreement) with Kirin and Mitsui. Entities affiliated with both Mitsui and Kirin each held more than 5 % of our capital stock as of and for the years ended December 31, 2021 and 2020. Pursuant to the Feasibility Agreement, Onegevity is required to conduct a feasibility study for the successful commercialization of Onegevity’s Gutbio product (Gutbio Product) and in return each of Kirin and Mitsui paid the company $ 500,000 (Feasibility Payment Amount). Under the Feasibility Agreement, Kirin and Mitsui may, acting jointly, any time prior to March 19, 2022, make the decision to commercialize the Gutbio Product. If they choose to commercialize the Gutbio Product, then Onegevity is required to enter into a definitive license agreement to license the Gutbio Product to Kirin and Mitsui for their exclusive use in Japan. If they do not choose to commercialize the Gutbio Product, the Feasibility Agreement requires Onegevity to issue equity securities of Onegevity to each of Kirin and Mitsui in equal amounts in consideration for the Feasibility Payment Amount. This agreement was subsequently amended on June 8, 2021 with the Amendment Agreement extending the date of determination by one year to March 19, 2023; see ‘Kirin and Mitsui Amendment Agreement’ below. Kirin and Mitsui Letter Agreements On July 5, 2018, the Company entered into a letter agreement with Kirin and Mitsui (the Thorne Japan Agreement) in connection with the Company’s Series E convertible preferred stock financing which designates Kirin and Mitsui as the Company’s exclusive strategic partners in Japan, including with respect to the commercialization in Japan of any products and services designed, developed, manufactured, marketed, provided, licensed, sold or bought by the Company from time to time. This agreement further appoints Kirin and Mitsui as the exclusive marketers and distributors of the Company’s products in Japan and provides Kirin and Mitsui with the exclusive right to conduct research and development activities related to the Company’s products in Japan, as well as manage any regulatory approvals required to market or distribute the Company’s products in Japan. This agreement also provides Kirin and Mitsui with an exclusive right of first negotiation with respect to marketing of the Company’s products in any country in Asia, including China, ASEAN member countries, Australia, New Zealand and any other countries in which Kirin and Mitsui have an interest. This agreement expires on July 5, 2028. This agreement was subsequently amended on June 8, 2021 with the Amendment Agreement; see ‘Kirin and Mitsui Amendment Agreement’ below. Also on July 5, 2018, the Company and Onegevity entered into a letter agreement with Kirin and Mitsui (the Onegevity Agreement) in connection with the Company’s Series E convertible stock financing which provided for certain exclusive commitments between the Company and Onegevity. Kirin and Mitsui also received a right of first negotiation with respect to any business collaboration, including with respect to Onegevity products, intellectual property, services or technology, in or with respect to Japan. The agreement also provides Kirin and Mitsui a right of first refusal over any agreement, arrangement or understanding with any third party regarding a business collaboration in the Asia Pacific region other than Japan. This agreement does not expire. This agreement was subsequently amended on June 8, 2021 with the Amendment Agreement; see ‘Kirin and Mitsui Amendment Agreement’ below. Kirin and Mitsui Amendment Agreement On June 8, 2021, the Company entered into an Amendment Agreement with Kirin and Mitsui in order to amend the Feasibility Agreement, the Thorne Japan Agreement and the Onegevity Agreement. This Amendment Agreement removed the requirement from the Thorne Japan Agreement that the parties enter into separate agreements related to the exclusivity provisions discussed above and removed any provisions regarding the establishment of a joint venture in Japan. The Amendment Agreement further removed certain obsolete intercompany commitments between the Company and Onegevity, in light of the Company’s merger with Onegevity. The Amendment Agreement also amended the Onegevity Agreement to replace Onegevity with the Company as a party to the agreement. Finally, the Amendment Agreement amended the Feasibility Agreement discussed above to obligate the Company (rather than Onegevity) to issue equity securities to each of Kirin and Mitsui in the event Kirin and Mitsui elect to not commercialize the Gutbio Product by March 19, 2023. As of December 31, 2021, no equity securities have been issued related to the Feasibility Agreement or the Feasibility Payment Amount. Kirin Juntendo Agreement On October 16, 2020, Onegevity Health, LLC entered into a service agreement (Juntendo Agreement) with Juntendo University and Kirin. Pursuant to the Juntendo Agreement, we shall provide DNA analysis services for up to 600 samples and in return may receive up to $ 129,000 . During the year ended December 31, 2021, we recorded $ 15 thousand in related revenue for analysis service provided under the agreement. During the year ended December 31, 2020, we recognized no revenue under the agreement. As of December 31, 2021, we had no receivables outstanding from Juntendo University and Kirin, related to the service agreement. Kirin Loan to Company On July 24, 2019, Kirin provided the Company with a one-time loan of $ 3.0 million. In February 2020, the Company repaid this loan, along with interest accrued through the date of repayment totaling $ 128 thousand, from proceeds under our revolving line of credit with SMBC. During the year ended December 31, 2020, the Company recorded interest expense of $ 128 thousand related to the one-time loan. As of December 31, 2020, there was no related payable outstanding to Kirin. Kirin and Mitsui Employment Secondments The Company is party to secondment agreements with Kirin’s employee, Mr. Yasuhiro Oki, dated March 18, 2019 (Kirin Secondment Agreement), and Mitsui’s employee, Mr. Shuntaro Yamamoto, dated February 28, 2019 (Mitsui Secondment Agreement), under which they provide full-time services to Thorne and Thorne reimburses Kirin and Mitsui for such services. Under the Kirin Secondment Agreement and the Mitsui Secondment Agreement, we reimburse each of Kirin and Mitsui up to $ 120,000 annually for such services. During each of the years ended December 31, 2021 and 2020, the Company recorded employment related expense of $ 84 thousand, related to the Kirin Secondment Agreement. As of December 31, 2021, and 2020, the Company had an associated and outstanding related party payable to Kirin of $ 21 thousand and $ 21 thousand, respectively, related to the secondment reimbursement. During each of the years ended December 31, 2021 and 2020, the Company recorded employment related expense of $ 120 thousand, related to the Mitsui Secondment Agreement. As of December 31, 2021, and 2020, the Company had an associated and outstanding related party payable to Mitsui of $ 30 thousand and $ 30 thousand, respectively, related to the secondment reimbursement. Kirin and Mitsui Fee Letters for $4.9 Million Letter of Credit Guarantee The Company is party to certain fee letters with Mitsui and Kirin, under which Mitsui and Kirin provide certain guarantees of certain of the Company’s obligations. On November 30, 2018, the Company entered into fee letters with Mitsui (2018 Mitsui Fee Letter) and Kirin (2018 Kirin Fee Letter), whereby both Mitsui and Kirin individually agree to guarantee half of the $ 4.9 million letter of credit under the Reimbursement Agreement with SMBC, dated October 31, 2018 (LC Reimbursement Agreement). Under the 2018 Mitsui Fee Letter and 2018 Kirin Fee Letter, the Company is required to pay each, Mitsui and Kirin, an annual fee equal to twelve-month LIBOR, plus 300 basis points of their half of the $ 4.9 million guarantee. On December 3, 2018, the Company issued an irrevocable standby letter of credit pursuant to the LC Reimbursement Agreement in the amount of $ 4.9 million to serve as security under the lease for the manufacturing facility in Summerville, South Carolina. The irrevocable standby letter of credit had an original expiration date of December 3, 2019 and automatic renewals until October 31, 2037. On October 29, 2021, the Company deposited $ 4.9 million into a restricted interest-bearing account with SMBC to fund the standby letter of credit and release the guarantees provided by Kirin and Mitsui. As of December 31, 2021, we have recorded the $ 4.9 million deposit as restricted cash in our consolidated balance sheet. See Note 11 for additional information related to the standby letter of credit. During the years ended December 31, 2021 and 2020, the Company recorded guarantee fee expense of $ 134 thousand and $ 237 thousand, respectively, related to the $ 4.9 million letter of credit guarantee. Kirin and Mitsui Fee Letters for $20.0 Million Revolver Guarantee On February 14, 2020, the Company entered into additional fee letters with Mitsui (2020 Mitsui Fee Letter) and Kirin (2020 Kirin Fee Letter), whereby both Mitsui and Kirin individually agree to guarantee half of the $ 20.0 million of borrowings under the Uncommitted and Revolving Credit Line Agreement with SMBC, dated February 14, 2020 (2020 Credit Agreement). Under the 2020 Mitsui Fee Letter and 2020 Kirin Fee Letter, the Company is required to pay each, Mitsui and Kirin, an annual fee equal to 2.00% of their half of the $ 20.0 million guarantee. On February 12, 2021, in connection with entering into the Uncommitted and Revolving Credit Line Agreement with SMBC, dated February 12, 2021 (2021 Credit Agreement), the Company entered into new fee letters with Mitsui (2021 Mitsui Fee Letter) and Kirin (2021 Kirin Fee Letter), whereby both Mitsui and Kirin individually agreed to guarantee half of the $ 20.0 million of borrowings. Under the 2021 Mitsui Fee Letter and 2021 Kirin Fee Letter, the Company is required to pay each, Mitsui and Kirin, an annual fee equal to 1.20% of their half of the $ 20.0 million guarantee. During the years ended December 31, 2021 and 2020, the company recorded guarantee fee expense related to the $ 20.0 million guarantees of $ 203 thousand and $ 352 thousand, respectively. On October 4, 2021, the Company repaid the $ 20.0 million of outstanding borrowings under the 2021 Credit Agreement, plus interest accrued and unpaid on the loan through the date of repayment. Upon repayment of the outstanding borrowings under the 2021 Credit Agreement, the related Kirin and Mitsui guarantees were released and terminated. See Note 11 for additional information related to the 2021 Credit Agreement. Kirin and Mitsui Registration Rights Agreement The Company is party to a registration rights agreement, as amended, with certain holders of our capital stock. Under the Company’s registration rights agreement, certain holders of our capital stock, including Mitsui and Kirin, have the right to demand that we file a registration statement or request that their shares of our capital stock be covered by a registration statement that we are otherwise filing. As of and for the year ended December 31, 2021, the Company had incurred no costs associated with a registration or offering of shares of our common stock for Mitsui or Kirin. Kirin and Kyowa Hakko Bio Co., Ltd. Research Agreements The Company provides certain research services under several research contracts with Kirin, a significant shareholder, and Kyowa Hakko Bio Co., Ltd., a subsidiary of Kirin. During the year ended December 31, 2021 and 2020, the Company recognized $ 24 thousand and $ 3 thousand, respectively, of revenue related to these research services. As of December 31, 2021, the Company had recorded deferred revenue of $ 98 thousand related to a research contract with Kirin which has been included in other accrued expenses within the consolidated balance sheets. There was no deferred revenue recorded at December 31, 2020. As of December 31, 2021 and 2020, there was no receivable outstanding from Kirin related to the research agreements. Other Related Party Transactions Merger with Onegevity On January 6, 2021, the Company announced a merger with Onegevity Health, LLC (Onegevity). Paul Jacobson, our Chief Executive Officer, was also the Chief Executive Officer of Onegevity and owned 5,712 ( 4.0 %) of Onegevity’s outstanding shares. The merger transaction was approved by a majority of each of our and Onegevity’s board’s independent board members. The transaction exchanged all outstanding Onegevity equity for 14.1% of the outstanding equity of the combined Thorne and Onegevity entity. This transaction increased Paul Jacobson’s ownership in our company to 4.4% based on our common stock outstanding following the merger transaction. The transaction was completed on March 3, 2021. See Note 4 for additional information related to the Onegevity merger. Merger with Drawbridge On April 21, 2021, the Company entered into a Merger Agreement with Drawbridge to acquire the majority of outstanding shares of Drawbridge, a healthcare technology company. Prior to the merger, the Company owned approximately 11.2 % of the outstanding shares of Drawbridge and accounted for the investment in Drawbridge as an equity method investment, as the Company determined it had significant influence over Drawbridge. The Company’s net equity investment was approximately $ 3.4 million as of December 31, 2020. Our portion of Drawbridge’s loss during 2021, up to the date of the merger, was $0.2 million. As of March 31, 2021 and immediately preceding the merger, the Company’s net equity investment was approximately $ 3.2 million. Under the Merger Agreement, the Company increased its ownership interest in Drawbridge by 76.3 percentage points, to a total ownership of 87.5 %. The Merger Agreement called for the payment of approximately $ 1.4 million in cash and the assumption of certain liabilities of Drawbridge. See Notes 4 and Note 10 for additional information related to the Drawbridge merger. Loans for Executive Option Exercises On April 30, 2019, the Company provided loans to officers Paul Jacobson, Tom McKenna, Will McCamy, Scott Wheeler and Kim Pearson in amounts that would allow them to exercise option grants expiring on July 16, 2020. The notes, totaling $ 1.5 million in aggregate, were issued at a 5.0 % interest rate and were all repaid upon the issuance of the optioned shares on July 16, 2020. Outstanding principal and interest on the notes totaling $ 1.6 million, as well as applicable taxes, were deducted from the number of shares issued to them. Loan amounts, options purchased, loan repayment amounts, and total share issuance values are as follows: Amount Borrowed Shares and Options Purchased Amount Paul Jacobson $ 525,160 $ 801,000 $ 556,813 Tom McKenna 525,160 801,000 556,813 Will McCamy 334,020 667,500 354,152 Scott Wheeler 101,460 135,280 107,575 Kim Pearson 45,980 56,515 48,751 See Note 17 for additional information related to the loans to officers. Alternative Minimum Tax (AMT) Loan to Officers In 2020, the Company issued loans to certain executive officers to pay the AMT associated with the exercise of stock options in 2019. The loans were issued on February 18, 2020 and were repaid on July 14, 2020. The amount of the loans are as follows: Amount Paul Jacobson $ 320,000 Tom McKenna 250,000 Will McCamy 130,000 Scott Wheeler — Kim Pearson 10,000 $ 710,000 The loans carried a 5 % interest rate on them. Interest repaid to the company was $ 14,297 . As of December 31, 2021, and 2020, there were no outstanding loans to our officers. See Note 17 for additional information related to the AMT loans to officers. Supply Agreement with NR Therapeutics, LLC The Company is party to an exclusive supply agreement dated June 5, 2020 with NR Therapeutics, LLC (NR Therapeutics) pursuant to which the Company purchases inventory of nicotinamide riboside (NR). Paul Jacobson, the Company’s Chief Executive Officer, is a member of NR Therapeutics board of directors, and the Company holds a 49% interest in NR Therapeutics. As of December 31, 2021 and 2020, the Company had a related party payable of $ 175 thousand and $ 153 thousand, respectively. During the years ended December 31, 2021 and 2020, the Company purchased inventory from NR Therapeutics totaling $ 4.1 million and $ 153 thousand, respectively. See Note 10 for additional information related to the investment in NR Therapeutics. Letter Agreement with Tecton Group, LLC The Company is party to a letter agreement between the Company, Tecton Group, LLC (Tecton), Kirin and Mitsui (Tecton Letter Agreement) providing the Company with, amongst other things, a right of first offer to commercialize any Tecton product or service. The Tecton Letter Agreement also provides Kirin and Mitsui, with a right of first negotiation for any commercialization of Tecton products or services in Japan. The Company’s Chief Executive Officer, Paul Jacobson is a member of Tecton’s board of directors. During the years ended December 31, 2021 and 2020, we paid certain fees on behalf of Tecton, totaling approximately $ 705 thousand and $ 615 thousand, respectively, in exchange for additional equity interest in Tecton. See Note 10 for additional information related to the investment in Tecton. Supply Agreement with Indena S.p.A. The Company is party to a supply agreement to purchase certain inventory with Indena S.p.A. (Indena), a company focused on the development and production of high-quality active principles derived from plants, for use in the pharmaceutical and health food industries. Indena is a shareholder of the Company and as of December 31, 2021, Indena held less than 1% of the outstanding shares. As of December 31, 2021, and 2020, the Company had a related party payable of $ 1.4 million and $ 613 thousand, respectively. During the years ended December 31, 2021, and 2020, the Company purchased inventory from Indena totaling $ 7.7 million and $ 4.8 million, respectively. Strategic Supplier Agreement with Nutrativa LLC The Company is party to a strategic supplier agreement dated August 2, 2018, as amended, with Nutrativa LLC (Nutrativa). As part of the strategic supplier agreement, the Company serves as Nutrativa’s contract manufacturer for Nutrativa’s Effusio product. The Company also provides support services including customer service, order processing, warehousing and fulfillment, safety and surveillance, production planning, finance, legal and regulatory, human resources, and marketing. All manufacturing and development of Nutrativa products currently reside within the Company’s facilities located in Summerville, South Carolina. Paul Jacobson, the Company’s Chief Executive Officer, is the Chief Executive Officer of Nutrativa. As of December 31, 2021 and 2020, the Company had recorded a related party receivable with Nutrativa of approxim ately $ 364 thousand and $ 59 thousand, respectively. During the years ended December 31, 2021 and 2020, the Company recognized revenue related to the supply agreement of $ 125 thousand and $ 28 thousand, respectively. Investment in Oova, Inc. As of December 31, 2021, the Company had a related party receivable with Oova, Inc. (Oova), an entity in which the Company has invested, of approximately $ 2 thousand for payment of certain contractual handling costs related to the fulfillment and distribution of Oova’s product from the Company’s distribution facility. As of December 31, 2020, the Company had recorded a related party receivable with Oova of approximately $ 4 thousand. During the year ended December 31, 2021, the Company recognized $ 28 thousand of revenue related to the contractual fulfillment services. See Note 9 for additional information related to the investment in Oova. Other Related Party Transactions As of December 31, 2021, and December 31, 2020, the Company had a related party payable of $ 43 thousand to Chief Executive Officer, Paul Jacobson. |