This Tender Offer Statement on Schedule TO (which, together with any amendments and supplements thereto, collectively constitute this “Schedule TO”) relates to the tender offer (the “Offer”) by Healthspan Merger Sub, Inc., a Delaware Corporation (“Purchaser”) and a wholly-owned subsidiary of Healthspan Buyer, LLC, a Delaware limited liability company (“Parent”), to purchase all of the outstanding shares of common stock, par value $0.01 per share (the “Shares”) of Thorne HealthTech, Inc., a Delaware corporation (“Thorne” or the “Company”), at a price of $10.20 per Share, net to the seller in cash without interest and less any required withholding taxes and any Dividend Adjustments (as defined in the Offer to Purchase), upon the terms and conditions set forth in the offer to purchase dated September 14, 2023 (the “Offer to Purchase”), a copy of which is attached as Exhibit (a)(1)(A), and in the related letter of transmittal (the “Letter of Transmittal”), a copy of which is attached as Exhibit (a)(1)(B), which, together with any amendments or supplements, collectively constitute the “Offer.”
All of the information set forth in the Offer to Purchase (including Schedule I thereto) is incorporated by reference herein in response to Items 1 through 9 and Item 11 of this Schedule TO, and is supplemented by the information specifically provided for in this Schedule TO.
| Item 1. | Summary Term Sheet. |
Regulation M-A Item 1001
The information set forth in the section of the Offer to Purchase under the caption SUMMARY TERM SHEET is incorporated herein by reference.
| Item 2. | Subject Company Information. |
Regulation M-A Item 1002
(a) Name and Address. The name of the subject company and the issuer of the securities to which this Schedule TO relates is Thorne HealthTech, Inc., a Delaware corporation. The Company’s principal executive offices are located at 152 W. 57th Street, New York, NY 10019. The Company’s telephone number is (929) 251-6321.
(b) Securities. This Schedule TO relates to the Offer by Purchaser to purchase all of the Shares at a purchase price of $10.20 per Share, net to the seller in cash without interest and less any required withholding taxes, if any, upon the terms and conditions set forth in the Offer. The Company has advised Parent and Purchaser that, as of September 11, 2023, there were (i) 54,036,771 Shares issued and outstanding, (ii) 9,101,236 Shares issuable upon the exercise of outstanding stock options, (iii) 6,355,070 Shares underlying outstanding restricted stock units and (iv) 3,098,535 Shares underlying outstanding warrants.
(c) Trading Market and Price. Information concerning the principal market in which the Shares are traded and the high and low sales prices for the Shares in the principal market for each quarter during the last two years is set forth in the section of the Offer to Purchase under the caption THE TENDER OFFER—Section 6 (“Price Range of Shares; Dividends”) and is incorporated herein by reference.
| Item 3. | Identity and Background of Filing Person. |
Regulation M-A Item 1003
(a)-(c) Name and Address; Business and Background of Entities; and Business and Background of Natural Persons. This Schedule TO is filed by Healthspan Merger Sub, Inc., a Delaware corporation, Healthspan Buyer, LLC, a Delaware limited liability company, Healthspan Intermediate, LLC, a Delaware limited liability company, Healthspan Topco, LLC, a Delaware limited liability company, Healthspan Holdings, LP, a Delaware limited partnership, Healthspan GP, LLC, a Delaware limited liability company, and LC10 Management, LLC, a
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