---
schema_version: "secwatch.filing_event.v1"
accession: "0000950170-23-048594"
form_type: "8-K"
ticker: null
cik: "0001844280"
company_name: "Thorne Healthtech, Inc."
filed_at: "2023-09-18T23:59:59+00:00"
generated_at: "2026-06-10T15:16:35.092174+00:00"
event_type: "regulatory"
sentiment: "negative"
materiality_score: 0.5
calibrated_materiality_score: 0.5
confidence: "high"
source: SEC EDGAR
---

# Thorne HealthTech receives Nasdaq delisting notice, appoints new independent director amid pending merger

## Summary
- Received Nasdaq notice Sept 11, 2023 for non-compliance with Rule 5605 (majority independent directors) due to resignation of director Takeshi Minakata effective Aug 15.
- Cure period expires earlier of next annual meeting or April 1, 2024; if annual meeting before Sept 28, 2023, then by Sept 28.
- Company not actively working to regain compliance due to pending acquisition at $10.20 per share under Merger Agreement dated Aug 27, 2023.
- On Sept 2, 2023, Board appointed Toshitaka Inuzuka as independent director and third member of Audit Committee, expecting to regain audit committee compliance.

## SEC filing metadata
- accession: 0000950170-23-048594
- form_type: 8-K
- cik: 0001844280
- company_name: Thorne Healthtech, Inc.
- filed_at: 2023-09-18T23:59:59+00:00
- event_type: regulatory
- sentiment: negative
- materiality_score: 0.5
- calibrated_materiality_score: 0.5
- confidence: high
- sec_items: 3.01, 8.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1844280/000095017023048594/0000950170-23-048594-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1844280/000095017023048594/thrn-20230902.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000950170-23-048594
- JSON: https://secwatch.observer/filing/0000950170-23-048594.json
- Plain text: https://secwatch.observer/filing/0000950170-23-048594.txt

## Key facts
- Listing & Compliance Notices
  Thorne Healthtech, Inc. received a nasdaq deficiency notice notice regarding other (rules 5605, 5605(b)(1)(A)).
  - Exchange: nasdaq
  - Notice: deficiency notice
  - Rules: 5605, 5605(b)(1)(A)
  source text: September 11, 2023, Thorne HealthTech, Inc. (the “Company”) received 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 no longer in 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. As previously disclo
  evidence_url: https://www.sec.gov/Archives/edgar/data/1844280/000095017023048594/0000950170-23-048594-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.