Item 1.01. Entry into a Material Definitive Agreement.
On January 10, 2022, Thorne HealthTech, Inc. ("Thorne") entered into an
agreement (the "Joint Venture Agreement") with Mitsui & Co. Ltd. ("Mitsui") and
TM HealthTech Pte. Ltd. (the "Company"), a wholly owned subsidiary of Mitsui, to
form a joint venture entity to be named Thorne HealthTech Asia PTE, LTD. (the
"Joint Venture") to exclusively market, distribute and sell Thorne's products
across Singapore, Hong Kong, Taiwan, Thailand, Indonesia, Malaysia, Australia,
the Philippines, Vietnam, India, and New Zealand.
Upon formation of the Joint Venture, Thorne and Mitsui will hold 51% and 49%,
respectively, of the total issued share capital of the Joint Venture. In
conjunction with the formation and operation of the Joint Venture, Thorne and
Mitsui have agreed to initially contribute approximately $2.7 million and
$2.6 million, respectively, in cash, to the Joint Venture. Thorne and Mitsui
expect to make their respective capital contribution in full, no later than
January 20, 2022.
The board of directors of the Joint Venture initially will be composed of five
(5) directors, of which three (3) shall be nominated by Thorne, and two (2) by
Mitsui. Each director shall be appointed for a term of office of one (1) year
and shall be eligible for re-election.
The foregoing description of the Joint Venture Agreement is a summary and is
qualified in its entirety by the terms of the Joint Venture Agreement, a copy of
which will be filed as an exhibit to Thorne's Annual Report on Form 10-K for the
year ended December 31, 2021.
On January 13, 2022, the Company issued a press release announcing the Joint
Venture. A copy of the press release is filed as Exhibit 99.1 to this Form 8-K.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Resignation of Mr. Toru Yoshimura
On January 13, 2022, the Board of Directors (the "Board") of Thorne HealthTech,
Inc. (the "Company") accepted the resignation of Mr. Toru Yoshimura from the
Company's Board and the Compensation Committee of the Board, effective
immediately to devote time to his new position with Kirin Holdings Company,
Limited ("Kirin"). Mr. Yoshimura's resignation was not the result of any
disagreement with the Company.
Appointment of Mr. Takeshi Minakata
On January 13, 2022, the Board announced the appointment of Mr. Takeshi Minakata
as a Class III director of the Company, effective January 13, 2022, with a term
expiring at the annual meeting to stockholders to be held in 2024. Mr. Minakata
will replace Mr. Toru Yoshimura as the designee of Kirin. Mr. Minakata's
appointment to the Board is subject to the Nominating, Observer, and Secondment
Agreement, between the Company, Kirin and Mitsui, dated September 27, 2021 (the
"Nominating Agreement"), which was previously filed as Exhibit 10.26 to the
Company's Registration Statement on Form S-1, on August 16, 2021. The Nominating
Agreement provides that, subject to certain minimum stock ownership
requirements, that Kirin has certain rights regarding the nomination of
designees to the Board.
Mr. Minakata has served in several positions at the Kirin Group of companies
since 2012, including as General Manager of Corporate Planning Dept at Kirin
Brewery Co. from 2012 to 2013, Director of Corporate Strategy at Kirin Holdings
Co. from 2015 to 2016, Director and President of Myanmar Brewery Limited from
2016 to 2018, and he has served as President and CEO of Kyowa Hakko Bio.,
Limited since 2018. He previously served on the Board of Directors of Myanmar
Brewery Ltd. from 2016 to 2018 and Kyowa Hakko Bio., Ltd. from 2018 to 2021.
Mr. Minakata graduated from the University of Tokyo in 1984 with a B.A. in
Agricultural Chemistry.
Mr. Minakata's compensation for his services as a director will be consistent
with that of the Company's other non-employee directors. Other than as described
above, there are no arrangements or understandings between Mr. Minakata and any
other persons pursuant to which Mr. Minakata was selected as a director, and
there are no transactions in which Mr. Minakata has an interest requiring
disclosure under Item 404(a) of Regulation S-K. The Board has determined that
Mr. Minakata qualifies as an "independent director" for purposes of The NASDAQ
Stock Market LLC listing standards. Mr. Minakata will also serve as a member on
the Company's Compensation Committee.
Mr. Minakata has also entered into the Company's standard form of
indemnification agreement.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
99.1 Press release, dated January 13, 2022, issue by Thorne HealthTech,
Inc.
104 Cover page Interactive Data File (embedded within Inline XBRL
document)
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses