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

Date of Report (Date of earliest event reported): ~~May~~September 0102, 2023

Thorne HealthTech, Inc.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-40826	27-2877253
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

152 W. 57th Street
New York, New York		10019
(Address of Principal Executive Offices)		(Zip Code)

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:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
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 13.01 ~~Entry~~Notice ~~into~~of Delisting or Failure to Satisfy a ~~Definitive~~Continued ~~Agreement~~Listing Rule or Standard; Transfer of Listing.

~~The~~On ~~information~~September ~~contained~~11, in2023, ~~Item~~Thorne 5HealthTech, Inc.02 (~~Change~~the in“Company”) ~~Control~~received ~~Agreements~~a notice (the “Notice”) from The Nasdaq Stock Market LLC (the “Nasdaq”) stating that, as a result of the previously disclosed resignation of Takeshi Minakata from the Board of Directors of the Company (the “Board”), effective August 15, 2023, the Company is ~~incorporated~~no ~~herein~~longer byin ~~reference~~compliance with Nasdaq Listing Rule 5605, which, in relevant part, requires the Board to be comprised of a majority of directors who qualify as independent under the Nasdaq Listing Rules and the Securities Exchange Act of 1934, as amended.

~~Item~~As ~~5.02~~previously ~~Departure~~disclosed, ofon ~~Directors~~June or6, ~~Certain~~2023, ~~Officers;~~Nasdaq ~~Election~~previously ofnotified ~~Directors;~~the ~~Appointment~~Company ofthat ~~Certain~~it ~~Officers;~~did ~~Compensatory~~not ~~Arrangements~~comply ofwith ~~Certain~~Nasdaq’s ~~Officers~~audit committee requirements under Nasdaq Listing Rule 5605 (the “Audit Committee Letter”).

~~Change~~The Notice indicates that, consistent with Nasdaq Listing Rule 5605(b)(1)(A), Nasdaq is providing the Company with the balance of the cure period to regain compliance as noted in ~~Control~~the ~~Agreements~~Audit Committee Letter, as follows: (i) until the earlier of the Company’s next annual meeting of stockholders or April 1, 2024; or (ii) if the next annual meeting of stockholders is held before September 28, 2023, then the Company must evidence compliance no later than September 28, 2023. In the event the Company does not regain compliance prior to the expiration of the applicable cure period, the Nasdaq Listing Rules require the Nasdaq’s Staff to provide written notification to the Company that its securities will be delisted. At that time, the Company may appeal the delisting determination to a Hearings Panel.

~~Change~~The inNotice ~~Control~~has ~~Agreement~~no ~~with~~immediate ~~William~~effect C.on ~~McCamy~~the Company’s Nasdaq listing and its common stock will continue to be listed under the symbol “THRN.”

On ~~May~~August 127, 2023, ("the ~~McCamy~~Company ~~Effective~~entered ~~Date"~~into an Agreement and Plan of Merger (the “Merger Agreement”) with Healthspan Buyer, ~~Thorne~~LLC ~~HealthTech~~and Healthspan Merger Sub, Inc. (~~the "Company"~~“Purchaser”), ~~entered~~pursuant ~~into~~to awhich ~~change~~the inPurchaser ~~control~~has ~~agreement~~agreed ~~with~~to ~~William~~acquire C.all ~~McCamy,~~issued and outstanding shares of the Company'’s ~~President~~common ~~(the~~stock ~~"McCamy~~at ~~Change~~a inpurchase ~~Control~~price ~~Agreement")~~of $10.20 ~~The~~per ~~McCamy~~share ~~Change~~(the “Merger”), net to the seller in ~~Control~~cash ~~Agreement~~without ~~provides~~interest ~~the~~and ~~terms~~less any required withholding taxes and ~~conditions~~certain ~~pursuant~~adjustments, tothrough ~~which~~a Mrtender offer and second step merger process. ~~McCamy~~Assuming ~~will~~timely besatisfaction ~~entitled~~of ~~certain~~all ~~benefits~~closing conditions set forth in the ~~event~~Merger ~~Mr.~~Agreement, ~~McCamy's~~and ~~termination~~upon consummation of ~~employment~~the ~~with~~Merger, the Company ~~subsequent~~will tobecome aprivately ~~Change~~held inprior ~~Control~~to ~~(as~~the ~~defined~~end ~~within~~of the ~~McCamy~~cure ~~Change~~period indescribed ~~Control Agreement)~~above. ~~The~~Given ~~term~~the pendency of the ~~McCamy~~Merger, ~~Change~~the inCompany ~~Control~~is ~~Agreement~~not isactively ~~thirty-six~~working ~~months~~to ~~from~~regain ~~the~~full ~~McCamy~~compliance ~~Effective~~with ~~Date.~~Nasdaq MrListing Rule 5605. ~~McCamy~~However, ~~has~~the ~~served~~Company aswould expect to be compliant with Nasdaq Listing Rule 5605, to the ~~Company's~~extent ~~President~~it ~~since~~remains ~~2010~~applicable, by or before the end of the cure period described above.

~~If,~~Item ~~as a result of a Change in Control, Mr~~8.01 ~~McCamy's~~Other ~~employment with the Company is terminated, the McCamy Change in Control Agreement provides for (i) payment of an amount equal to the sum of one year of Mr~~Events. McCamy's annual compensation based on the most recent aggregate base salary paid to Mr. McCamy in the twelve month period immediately preceding termination and (ii) continuation of all employee benefits, including life insurance, medical, health, and disability policies, plans, programs, or benefits that were in effect immediately prior to the Change in Control.

~~Change~~On inSeptember ~~Control~~2, ~~Agreement~~2023, ~~with~~the ~~Saloni~~Board Sdetermined that current director Toshitaka Inuzuka qualifies as an independent director under the Nasdaq Listing Rules and the Securities Exchange Act of 1934, as amended, and appointed Mr. ~~Varma~~Inuzuka as the third member of its Audit Committee. With this appointment, the Company expects to regain compliance with the audit committee requirements under Nasdaq Listing Rule 5605.

On May 10, 2023 ("the Varma Effective Date"), the Company entered into a change in control agreement with Saloni S. Varma, the Company's Chief Financial Officer ("CFO") and member of the Company's Board of Directors (the "Varma Change in Control Agreement"). The Varma Change in Control Agreement provides the terms and conditions pursuant to which Mrs. Varma will be entitled certain benefits in the event Mrs. Varma's termination of employment with the Company subsequent to a Change in Control (as defined within the Varma Change in Control Agreement). The term of the Varma Change in Control Agreement is thirty-six months from the Varma Effective Date. Mrs. Varma has served as the Company's CFO since April 2023 and has served as a member of the Company's Board of Directors since September 2021.

If, as a result of a Change in Control, Mrs. Varma's employment with the Company is terminated, the Varma Change in Control Agreement provides for (i) payment of an amount equal to the sum of one year of Mrs. Varma's annual compensation based on the most recent aggregate base salary paid to Mrs. Varma in the twelve month period immediately preceding termination and (ii) continuation of all employee benefits, including life insurance, medical, health, and disability policies, plans, programs, or benefits that were in effect immediately prior to the Change in Control.

The foregoing description of each of the McCamy Change in Control Agreement and the Varma Change in Control Agreement is a summary and is qualified in its entirety by the terms of each such agreement, a copy of which is attached as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
10.1*						Change in Control Agreement dated May 1, 2023 between Thorne HealthTech, Inc. and William C. McCamy
10.2*						Change in Control Agreement dated May 10, 2023 between Thorne HealthTech, Inc. and Saloni S. Varma
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).
* Furnished herewith.

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.

Date:	August 31, 2023	By:	/s/ Saloni S. Varma
			THORNE HEALTHTECH, INC.
Date:	September 18, 2023	By:	/s/ Saloni S. Varma
			Saloni S. VarmaChief Financial Officer

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