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
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Date of Report (Date of earliest event reported): January 31, 2023 |
Thorne HealthTech, Inc.
(Exact name of Registrant as Specified in Its Charter)
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Delaware | 001-40826 | 27-2877253 |
(State or Other Jurisdiction
of Incorporation) | (Commission File Number) | (IRS Employer
Identification No.) |
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152 W. 57th Street | |
New York, New York | | 10019 |
(Address of Principal Executive Offices) | | (Zip Code) |
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Registrant’s Telephone Number, Including Area Code: (929) 251-6321 |
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
| | Trading
Symbol(s) | |
Name of each exchange on which registered
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Common Stock, $0.01 par value per share | | THRN | | Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On January 31, 2023, Thorne HealthTech, Inc. (“Thorne”, or the “Company”), acquired all of the outstanding shares (the “Shares”) of PreCon Health, Inc., a Delaware corporation (“PreCon”), pursuant to a stock purchase agreement (the “Purchase Agreement”) with PreCon Acquisition LLC, the holder of the Shares and Eigenlyfe LLC (“Eigenlyfe”). Thorne acquired the Shares for an aggregate purchase price of $5.0 million in cash. Thorne will also be obligated to pay royalties to Eigenlyfe on sales of certain nutritional supplements upon achieving certain profit criteria, as described in the Purchase Agreement.
The foregoing description of the Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Purchase Agreement which is attached to this Current Report on Form 8-K as Exhibit 2.1 and incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information in Item 1.01 is incorporated herein by reference.
Item 8.01 Other Events.
On February 3, 2023, the Company issued a press release announcing the entry into the Purchase Agreement, a copy of which is furnished as Exhibit 99.1 hereto and is incorporated by reference under this item 8.01.
The information under Item 8.01 in this current report on Form 8-K and the related information in the press release attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | | THORNE HEALTHTECH, INC. |
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Date: | February 3, 2023 | By: | /s/ Paul Jacobson |
| | Name: Title: | Paul Jacobson
Chief Executive Officer |
