This Amendment No. 2 to Schedule 14D-9 (which we refer to as this “Amendment”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 previously filed by Thorne HealthTech, Inc., a Delaware corporation (which we refer to as “Thorne”) with the Securities and Exchange Commission (which we refer to as the “SEC”) on September 14, 2023 (as it may be amended or supplemented from time to time, including pursuant to that Amendment No. 1 to Schedule 14D-9 filed by Thorne with the SEC on October 5, 2023, and which we refer to as the “Schedule 14D-9”). The Schedule 14D-9 relates to the cash tender offer (which we refer to as the “Offer”) by Healthspan Merger Sub, Inc., a Delaware corporation (which we refer to as “Purchaser”) and a wholly-owned direct subsidiary of Healthspan Buyer, LLC, a Delaware limited liability company (which, together with Purchaser, we refer to as the “Buyer Parties”), to purchase all of the issued and outstanding shares of common stock of Thorne, par value $0.01 per share (which we refer to as the “Shares”) at an offer price of $10.20 per Share, net to the seller in cash, without interest and less any required withholding taxes and any Dividend Adjustments. The Offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase filed by the Buyer Parties and certain of their affiliates with the SEC on September 14, 2023, and the related form of Letter of Transmittal filed by the Buyer Parties and certain of their affiliates with the SEC on September 14, 2023, pursuant to the Agreement and Plan of Merger (as it may be amended from time to time, and which we refer to as the “Merger Agreement”), dated August 27, 2023, by and among the Buyer Parties and Thorne. As soon as practicable following the consummation of the Offer, the Merger Agreement provides that Purchaser will be merged with and into Thorne (which merger we refer to as the “Merger”), with Thorne continuing as the surviving corporation.
The following supplemental disclosures (which we refer to as the “Supplemental Disclosures”) should be read in conjunction with the Schedule 14D-9. The purpose of the Supplemental Disclosures is to provide supplemental information concerning the Offer and the Merger. Except as described in these Supplemental Disclosures, the information provided in the Schedule 14D-9 remains unchanged. All paragraph headings and page references used herein refer to the headings and pages in the Schedule 14D-9 before any additions or deletions resulting from the Supplemental Disclosures or any other amendments, and certain capitalized terms used herein, unless otherwise defined, have the meanings set forth in the Schedule 14D-9. The supplemental information is identified below by bold, underlined text.Stricken-through text shows text being deleted from a referenced disclosure in the Schedule 14D-9. If information in the Supplemental Disclosures differs from or updates information contained in the Schedule 14D-9, then the information in the Supplemental Disclosures is more current and supersedes the different information contained in the Schedule 14D-9. THE SUPPLEMENTAL DISCLOSURES SHOULD BE READ IN CONJUNCTION WITH THE SCHEDULE 14D-9 AND THE SCHEDULE 14D-9 SHOULD BE READ IN ITS ENTIRETY.
| ITEM 8. | ADDITIONAL INFORMATION |
The section of the Schedule 14D-9 entitled “Item 8. Additional Information” is amended and supplemented as follows:
The first paragraph under the subcaption “Litigation Related to the Merger” on page 50 is amended and restated as follows:
On September 19, 2023, a purported stockholder of Thorne filed a complaint in the U.S. District Court for the Southern District of New York against Thorne and the members of the Thorne Board, captioned O’Dell v. Thorne HealthTech, Inc., et al., Case No. 1:23-cv-08246. On September 20, 2023, a purported stockholder of Thorne filed a complaint in the U.S. District Court for the Southern District of New York against Thorne and the members of the Thorne Board, captioned Morgan v. Thorne HealthTech, Inc., et al., Case No. 1:23-cv-08342. On September 21, 2023, a purported stockholder of Thorne filed a complaint in the U.S. District Court for the District of Delaware against Thorne and the members of the Thorne Board, captioned Taylor v. Thorne HealthTech, Inc., et al., Case No. 1:23-cv-01034. On September 21, 2023, two purported stockholders of Thorne filed complaints in the U.S. District Court for the Southern District of New York against Thorne and the members of the Thorne Board, captioned Donatacci v. Thorne HealthTech, Inc., et. al., Case No. 1:23-cv-08372 and Wang v. Thorne HealthTech, Inc., et. al., Case No. 1:23-cv-08375. The complaints in this paragraph are referred to as the “Complaints.”
-2-
