--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-256578" form_type: "8-K" ticker: null cik: "0001844280" company_name: "Thorne Healthtech, Inc." filed_at: "2023-10-16T23:59:59+00:00" generated_at: "2026-06-09T23:31:39.704189+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # Thorne HealthTech acquired by L Catterton for $10.20/share; merger completed Oct 16 ## Summary - Tender offer accepted ~97.3% of shares; merger closed Oct 16, 2023, for $10.20/share cash. - New $125M term loan and $30M revolver entered; prior credit facility repaid and terminated. - All directors resigned; Paul Jacobson appointed sole director; executive officers remain. - Shares ceased trading on Nasdaq Oct 16; company to file Form 15 to terminate registration. - Stock options and RSUs cashed out at $10.20/share, net of exercise price for options. ## SEC filing metadata - accession: 0001193125-23-256578 - form_type: 8-K - cik: 0001844280 - company_name: Thorne Healthtech, Inc. - filed_at: 2023-10-16T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 1.01, 1.02, 2.01, 2.03, 3.01, 3.03, 5.01, 5.03, 5.02, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1844280/000119312523256578/0001193125-23-256578-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1844280/000119312523256578/d406957d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-256578 - JSON: https://secwatch.observer/filing/0001193125-23-256578.json - Plain text: https://secwatch.observer/filing/0001193125-23-256578.txt ## Key facts - Debt Financings Thorne Healthtech, Inc. incurred revolving credit of $30 million with Churchill Agency Services LLC. - Instrument: revolving credit - Principal: $30 million - Counterparty: Churchill Agency Services LLC - Event: incurrence source text: a senior secured revolving credit facility in an aggregate principal amount equal to $30 million evidence_url: https://www.sec.gov/Archives/edgar/data/1844280/000119312523256578/0001193125-23-256578-index.htm - Debt Financings Thorne Healthtech, Inc. incurred term loan of $125 million with Churchill Agency Services LLC. - Instrument: term loan - Principal: $125 million - Counterparty: Churchill Agency Services LLC - Event: incurrence source text: a senior secured term loan facility in an aggregate principal amount equal to $125 million evidence_url: https://www.sec.gov/Archives/edgar/data/1844280/000119312523256578/0001193125-23-256578-index.htm - Debt Financings Thorne Healthtech, Inc. incurred guarantee with Churchill Agency Services LLC. - Instrument: guarantee - Counterparty: Churchill Agency Services LLC - Event: incurrence source text: The Company and certain of its subsidiaries are guarantors under the New Credit Agreement. evidence_url: https://www.sec.gov/Archives/edgar/data/1844280/000119312523256578/0001193125-23-256578-index.htm - Executive change Paul Jacobson was appointed as Director at Thorne Healthtech, Inc.. - Action: became - Role: Director source text: As of the Effective Time, in accordance with the Merger Agreement, Paul Jacobson became the sole director of the Surviving Corporation. evidence_url: https://www.sec.gov/Archives/edgar/data/1844280/000119312523256578/0001193125-23-256578-index.htm - M&A Transactions Thorne Healthtech, Inc. underwent a change of control involving Healthspan Buyer, LLC and Healthspan Merger Sub, Inc. (affiliates of L Catterton) for $10.20 per Share (closed 2023-10-16). - Action: change of control - Counterparty: Healthspan Buyer, LLC and Healthspan Merger Sub, Inc. (affiliates of L Catterton) - Consideration: $10.20 per Share - Closing: 2023-10-16 source text: on September 14, 2023 (the “Offer”) to purchase all of the issued and outstanding shares of Thorne’s common stock, par value $0.01 per share (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 (as defined in the Offer to Purchase) (the “Per Share evidence_url: https://www.sec.gov/Archives/edgar/data/1844280/000119312523256578/0001193125-23-256578-index.htm - Material Agreements Thorne Healthtech, Inc. terminated Credit Agreement with Fifth Third Bank, National Association (effective 2023-10-16). - Action: termination - Agreement: credit facility - Counterparty: Fifth Third Bank, National Association - Effective: 2023-10-16 source text: In connection with the consummation of the Merger, on October 16, 2023, Thorne terminated and repaid in full all outstanding obligations due under its Credit Agreement, dated December 21, 2022, with Fifth Third Bank, National Association. evidence_url: https://www.sec.gov/Archives/edgar/data/1844280/000119312523256578/0001193125-23-256578-index.htm - Material Agreements Thorne Healthtech, Inc. entered into New Credit Agreement with Healthspan Intermediate, LLC, Churchill Agency Services LLC, and the lenders from time to time party thereto valued at $125 million senior secured term loan facility and $30 million senior secured revolving credit facil (effective 2023-10-16). - Action: entry - Agreement: credit facility - Counterparty: Healthspan Intermediate, LLC, Churchill Agency Services LLC, and the lenders from time to time party thereto - Value: $125 million senior secured term loan facility and $30 million senior secured revolving credit facil - Effective: 2023-10-16 source text: On October 16, 2023, Parent, as the borrower, entered into that certain Credit Agreement with Healthspan Intermediate, LLC as holdings, Churchill Agency Services LLC, as administrative agent and collateral agent, and the lenders from time to time party thereto (the "New Credit Agreement"), which provides for (i) a senior secured term loan facility in an aggregate principal amount equal to $125 million and (ii) a senior secured revolving credit facility in an aggregate principal amount equal to $30 million. evidence_url: https://www.sec.gov/Archives/edgar/data/1844280/000119312523256578/0001193125-23-256578-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.