Kirin Holdings Company, Ltd /FI 4
4 · Thorne Healthtech, Inc. · Filed Oct 17, 2023
Insider Transaction Report
Form 4
Kirin Holdings Company, Ltd /FI
10% Owner
Transactions
- Disposition from Tender
Common Stock
2023-10-12$10.20/sh−15,674,235$159,877,197→ 0 total - Exercise of In-Money
Warrants (right to buy)
2023-10-12−56,515→ 0 totalExercise: $5.12From: 2018-10-11Exp: 2028-10-11→ Common Stock (56,515 underlying)
Footnotes (2)
- [F1]Reflects disposition of Issuer common stock in connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated August 27, 2023 (the "Merger Agreement"), by and among the Issuer, Healthspan Buyer, LLC, a Delaware limited liability company ("Parent"), and Healthspan Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent ( "Purchaser"), which contemplates the a tender offer to purchase all of the outstanding shares of Issuer common stock at a price of $10.20 per share in cash, without interest, less any required withholding taxes (the "Offer Price"), and the consummation of the merger between the Issuer and Purchaser.
- [F2]Pursuant to the Merger Agreement, each warrant which had a per share exercise price that was less than the Offer Price that was then outstanding and unexercised as of immediately before the Effective Time (as defined in the Merger Agreement) was automatically cancelled and converted into a right to receive an amount in cash, without interest, equal to the product of (i) the Offer Price (less the exercise price per share attributable to such warrant) multiplied by (ii) the total number of shares of Issuer common stock issuable upon exercise in full of such warrant.