Related Party Transactions | 3. Related party transactions Transaction 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 12 for additional information related to the Series E convertible preferred stock. Kirin and Mitsui Feasibility Review Agreement On March 19, 2019, Onegevity Health, LLC (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 the Company’s 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 $ 0.5 million (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 the 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 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 June 30, 2022 , no equity securities have been issued related to the Feasibility Agreement or the Feasibility Payment Amount. Kirin Juntendo Agreement On October 16, 2020, Onegevity entered into a service agreement (Juntendo Agreement) with Juntendo University and Kirin. Pursuant to the Juntendo Agreement, the Company agreed to provide DNA analysis services for up to 600 samples and in return may receive up to $ 129 thousand. During the three and six months ended June 30, 2022 , the Company recorded analysis services provided under the agreement of $ 16 thousand ( three and six months ended June 30, 2021 —$ 7 thousand and $ 15 thousand, respectively). As of June 30, 2022 , the Company has an associated related party receivable of $ 16 thousand related to the service agreement. There was no associated receivable as of December 31, 2021. Kirin and Mitsui Employment Secondments The Company is a 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, the Company agreed to reimburse each of Kirin and Mitsui up to $ 120 thousand annually for such services. During the three and six months ended June 30, 2022, the Company recorded employment-related expenses o f $ 21 thousand and $ 42 thousand, respectively, related to the Kirin Secondment Agreement ( three and six months ended June 30, 2021 —$ 21 thousand and $ 42 thousand, respectively) . As of June 30, 2022 and December 31, 2021 , the Company had an associated related party payable to Kirin of $ 21 thousand r elated to the secondment reimbursement. During the three and six months ended June 30, 2022 , the Company recorded employment-related expenses of $ 30 thousand and $ 60 thousand, respectively, related to the Mitsui Secondment Agreement ( three and six months ended June 30, 2021 —$ 30 thousand and $ 60 thousand, respectively) . As of June 30, 2022 and December 31, 2021 , the Company had an associated related party payable to Mitsui of $ 30 thousand r elated to the secondment reimbursement. 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 three and six months ended June 30, 2021 , the Company recorded guarantee fee expense related to the $ 20.0 million guarantees of $ 0.1 million and $ 0.2 million, 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 10 for additional information related to the 2021 Credit Agreement. Kirin and Mitsui Fee Letters for $ 4.9 Million Letter of Credit Guarantee The Company is a 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 Sumitomo Mitsui Banking Corporation (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. During the three and six months ended June 30, 2021, the Co mpany recorded guarantee fee expense of $ 41 thousand and $ 0.1 million, respectively, related to the $ 4.9 million letter of credit guarantee . 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 June 30, 2022 and December 31, 2021 , the $ 4.9 million deposit is recorded as restricted cash within the condensed consolidated balance sheets. See Note 10 for additional information related to the standby letter of credit. Kirin Client Research Services Agreement On November 1, 2021, the Company entered into a feasibility review agreement with Kirin to provide research services. During the three and six months ended June 30, 2022 , the Company recognized $ 26 thousand related to these research services. As of June 30, 2022 , the Company had a related party receivable of $ 8 thousand related to these research services. Kirin and Kyowa Hakko Bio Co., Ltd. Research Agreements The Company provides certain research services under several research contracts with Kirin and Kyowa Hakko Bio Co., Ltd., a subsidiary of Kirin. During the three and six months ended June 30, 2022, the Company recognize d $ 0.1 million in revenue related to these research services. This was previously recorded as deferred revenue as of December 31, 2021, and included in other accrued expenses within the condensed consolidated balance sheets. As of June 30, 2022 , the Company had a related party payable of $ 19 thousand related to the research agreements. Other Related Party Transactions Registration Rights Agreement The Company is a party to a registration rights agreement, as amended, with certain holders of the Company’s capital stock. Under the Company’s registration rights agreement, certain holders of the Company’s capital stock, have the right to demand that the Company files a registration statement or request that their shares of the Company’s capital stock be covered by a registration statement that the Company is otherwise filing. During the three and six months ended June 30, 2022, the Company had incurre d no costs a ssociated with a registration or offering of shares of the Company’s common stock. Merger with Onegevity On January 6, 2021, the Company announced a merger with Onegevity. Paul Jacobson, the Company’s 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 the Company’s 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 the Company to 4.4 % based on the Company’s 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. The Company's 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 Note 4 for additional information related to the Drawbridge merger. Supply Agreement with NR Therapeutics, LLC The Company is a 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. During the three and six months ended June 30, 2022 , the Company purchased inventory from NR Therapeutics totaling $ 1.5 million and $ 1.8 million, respectively ( three and six months ended June 30, 2021 —$ 1.8 million and $ 2.8 million, respectively). As of June 30, 2022 and December 31, 2021 , the Company had a related party payable of $ 0.8 million and $ 0.2 million, respectively. Letter Agreement with Tecton Group, LLC The Company is a 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, was previously a member of Tecton’s board of directors. During the six months ended June 30, 2021, the Company paid certain fees on behalf of Tecton, totaling $ 0.5 million, in exchange for additional equity interest in Tecton. As of June 30, 2022 and December 31, 2021, there were no amounts outstanding to the Company from Tecton. Strategic Supplier Agreement with Nutrativa LLC The Company is a 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. During the three and six months ended June 30, 2021, the Company recognized revenue related to the supply agreement o f $ 32 thousand and $ 47 thousand, respectively. As of December 31, 2021 , the Company had recorded a related party receivable with Nutrativa of approximately $ 0.4 million. On February 28, 2022, the Company completed the purchase of all the outstanding membership interest of Nutrativa. See Note 4 for additional information related to the acquisition of Nutrativa. Investment in Oova, Inc. The Company maintains an investment in Oova, Inc. (Oova). During the three and six months ended June 30, 2022 , the Company recognized $ 24 thousand and $ 27 thousand, resp ectively, of revenue related to contractual fulfillment services that the Company provides to Oova (three and six months ended June 30, 2021 —$ 7 thousand and $ 11 thousand, r espectively). As of June 30, 2022 and December 31, 2021 , the Company had a related party receivable with Oova of approximately $ 8 thousand and $ 2 thousand, respectively. Other Related Party Transactions During the three and six months ended June 30, 2022, the Company settled a $ 43 thousand payable that was previously outstanding as of December 31, 2021 to the Chief Executive Officer, Paul Jacobson. During the three and six months ended, the Company entered into a loan agreement with the Chief Technology Officer, Scott Hurth, and established a related party receivable of $ 151 thousand, inclusive of interest receivable, included within other related party receivables on the condensed consolidated balance sheets as of June 30, 2022. |