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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
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Date of Report (Date of earliest event reported): May 01, 2023 |
Thorne HealthTech, Inc.
(Exact name of Registrant as Specified in Its Charter)
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Delaware |
001-40826 |
27-2877253 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
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152 W. 57th Street |
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New York, New York |
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10019 |
(Address of Principal Executive Offices) |
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(Zip Code) |
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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:
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Title of each class
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Trading
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Name of each exchange on which registered
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Common Stock, $0.01 par value per share |
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THRN |
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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 1.01 Entry into a Definitive Agreement
The information contained in Item 5.02 (Change in Control Agreements) is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Change in Control Agreements
Change in Control Agreement with William C. McCamy
On May 1, 2023 ("the McCamy Effective Date"), Thorne HealthTech, Inc. (the "Company") entered into a change in control agreement with William C. McCamy, the Company's President (the "McCamy Change in Control Agreement"). The McCamy Change in Control Agreement provides the terms and conditions pursuant to which Mr. McCamy will be entitled certain benefits in the event Mr. McCamy's termination of employment with the Company subsequent to a Change in Control (as defined within the McCamy Change in Control Agreement). The term of the McCamy Change in Control Agreement is thirty-six months from the McCamy Effective Date. Mr. McCamy has served as the Company's President since 2010.
If, as a result of a Change in Control, Mr. McCamy's 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. 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 in Control Agreement with Saloni S. Varma
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
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.
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Date: |
August 31, 2023 |
By: |
/s/ Saloni S. Varma |
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Saloni S. Varma
Chief Financial Officer |
CHANGE IN CONTROL
AGREEMENT
Thorne Research, Inc., a South Carolina corporation, and its parent corporation, Thorne HealthTech, Inc., a Delaware corporation ("hereinafter referred to together as Thorne"), and William C. McCamy an employee of Thorne ("Employee"), hereby enter into this Change in Control Agreement ('"this Agreement''), as of May 1, 2023, (the "Effective Date").
WHEREAS, Thorne wishes to continue to employ Employee in employee's current position of employment at Thorne;
WHEREAS, Theme's expectation is that Employee's contributions and knowledge will continue to be of significant benefit to the future growth and success of Thorne;
WHEREAS, Thorne and Employee recognize that a change in control of Thorne might occur and that the threat of such change in control might create uncertainty and might result in the distraction or departure of key personnel to the detriment of Thorne; and
WHEREAS, Thorne has determined that appropriate steps should be taken to reinforce and encourage the continued dedication of members of Thorne's management, including Employee, to their assigned duties in the face of potential circumstances involving the possibility of such a change in control.
NOW THEREFORE, for good and valuable consideration, and to induce Employee to continue employment with Thorne and to continue to perform Employee's duties in a manner that is in the best interests of Thorne, Thorne hereby agrees to provide Employee with certain benefits in the event Employee's employment with Thorne terminates subsequent to a Change in Control (as defined in Section 2, below) under the circumstances described herein.
1.Term of Agreement; Employment Status. This Agreement will take effect when signed by Thorne and Employee. This Agreement will remain in full force and effect for thirty-six (36) months after the Effective Date. All employees of Thorne, including Employee, are employees at will. The terms and conditions of this Agreement, therefore, do not and are not intended to create either an express contract of employment nor an implied contract of employment between Thorne and Employee. The purpose of this Agreement is to provide certain potential benefits to Employee in the event that a Change in Control occurs.
Page 1 of 4
2.Change in Control. No benefits will be payable hereunder unless there will have been a Change in Control as set forth below, and thereafter, the Employee's employment with Thorne and/or Thorne's successor is terminated. For purposes of this Agreement, a "Change in Control" means any of the following: (a) the acquisition of fifty-one percent (51%) or more of the class of equity securities of Thorne (THRN on the Nasdaq stock exchange) by any person (or persons working in concert) or entity after the date hereof; (b) the acquisition of fifty-one percent (51%) or more of the class of equity securities of Thorne (THRN on the Nasdaq stock exchange) by any person or entity other than Thorne; (c) a merger, consolidation, or reorganization to which Thorne is a party, if, as a result thereof, individuals who were members of the Board of Directors of Thorne, immediately before such transaction will cease to constitute a majority of the Board of Directors of the surviving entity; or (d) a sale of all or substantially all of the assets of Thorne to another party.
Page 1 of 4
3.Termination Following Change in Control. If any of the events described in Section 2, above, occur that constitute a Change in Control, then Employee will be entitled to the benefits provided for in Section 4, below, as of the date of termination of Employee's employment with Thorne and/or Thorne's successor, unless Employee's employment is otherwise terminated by Thorne's Board of Directors for cause or because of Employee's death or disability.
4.Compensation Upon Termination or Reassignment. If, as a result of a Change in Control, as defined in Section 2, above, the Employee's employment with Thorne is terminated as defined in Section 3, above, then Thorne and/or Thorne's successor will pay Employee within ten (10) days after the date of Employee's termination an amount equal to the sum of one (1) year of Employee's annual compensation based on the most recent aggregate base salary paid to Employee in the twelve (12) month period immediately preceding such termination. Employee will not be required to mitigate the amount of any payment provided for in this Section 4 by seeking other employment or otherwise, nor will the amount of any payment to Employee provided for in this Section 4 be reduced by any compensation earned by Employee as the result of employment by another employer after the date of Employee's termination.
5. Continuation of Insurance Benefits. If, as a result of a Change in Control, as defined in Section 2, above, the Employee's employment with Thorne is terminated as defined in Section 3, above, then Thorne and/or Thorne's successor will maintain in full force and effect for Employee's continued benefit, for a one (1) year period beginning on a Change in Control, all life insurance, medical, health, and disability policies, plans, programs, or benefits that were in effect immediately prior to the Change in Control.
Page 2 of 4
6.Successors; Binding Agreement. Thorne will require any successor (whether direct or indirect, by purchase, merger, consolidation, acquisition of assets, or assumption of liabilities or otherwise) to all or substantially all of the business and/or assets of Thorne, by agreement, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that Thorne would be required to perform it if no such succession had taken place. Failure of Thorne to obtain such agreement prior to the effectiveness of any such succession will be a breach of this Agreement and will entitle Employee to compensation from Thorne (or Theme's successor) in the same amount and on the same terms as Employee would be entitled to hereunder if Employee's employment had terminated of a termination as provided in Section 3, above. As used in this Agreement, "successor" means any successor to the business and assets of Thorne that executes and delivers the agreement provided for in this Section 6 or which otherwise becomes bound by the terms and provisions of this Agreement by operation of law. This Agreement will inure to the benefit of and be enforceable by Employee's personal or legal representatives, executors, administrators, successors, assigns, and heirs.
7.Notices. All notices and other communications provided for in this Agreement will be in writing and will be deemed to have been duly given when delivered or mailed by U.S. registered mail, return receipt requested, postage prepaid, addressed to the respective addresses provided by the parties to this Agreement or to such other address as either party might hereafter furnish to the other in writing, except that a notice of change of address will be effective only upon receipt.
Page 2 of 4
8.Miscellaneous Provisions. No provision of this Agreement may be modified, waived, or discharged unless such waiver, modification, or discharge is agreed to in writing and signed by Employee and such officer as may be specifically designated by Thorne. No waiver by either party at any time of any breach by the other or failure to comply with any condition or provision of this Agreement to be performed by such other party will be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party that are not expressly set forth in this Agreement. The validity, interpretation, construction, and performance of this Agreement will be governed by the laws of the State of South Carolina. The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision of this Agreement, which will remain in full force and effect. This Agreement may be executed in counterparts, each of which will be deemed to be an original but both of which together will constitute one and the same instrument.
9.Dispute or Controversy. Any dispute or controversy arising under or in connection with this Agreement will be settled exclusively by mediation in Charleston County, South Carolina. Notwithstanding the pendency of any such dispute or controversy, Thorne will pay Employee promptly an amount equal to Employee's full scheduled compensation in effect when the notice giving rise to the dispute was given (including, but not limited to, base salary) and provide Employee with all scheduled compensation, benefits, and insurance plans in which Employee was participating when the notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with Section 9 hereof. Judgment may be entered on the mediator's award in any court having jurisdiction; provided, however, that Employee will be entitled to seek specific performance of Employee's right to be paid during the pendency of any dispute or controversy arising under or in connection with this Agreement.
{SIGNATURE PAGE FOLLOWS]
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Agreed to as of the Effective Date by and among Employee, Thorne Research, Inc., and Thorne HealthTech, Inc.
FOR THORNE HEALTHTECH, INC.
/s/ Paul F. Jacobson
By: Paul F. Jacobson
Title: Chief Executive Officer
FOR THORNE RESEARCH, INC.
/s/ Paul F. Jacobson
By: Paul F. Jacobson
Title: Chief Executive Officer
FOR EMPLOYEE
/s/ William McCamy
Page 4 of NUMPAGES 4
CHANGE IN CONTROL AGREEMENT
Thorne Research, Inc., a South Carolina corporation, and its parent corporation, Thorne
HealthTech, Inc., a Delaware corporation (“hereinafter referred to together as Thorne”), and the undersigned individual, an employee of Thorne (“Employee”), hereby enter into this Change in Control Agreement (“this Agreement”), as of May 10, 2023, (the “Effective Date”).
WHEREAS, Thorne wishes to continue to employ Employee in employee’s current position of employment at Thorne;
WHEREAS, Thorne’s expectation is that Employee's contributions and knowledge will continue to be of significant benefit to the future growth and success of Thorne;
WHEREAS, Thorne and Employee recognize that a change in control of Thorne might occur and that the threat of such change in control might create uncertainty and might result in the distraction or departure of key personnel to the detriment of Thorne; and
WHEREAS, Thorne has determined that appropriate steps should be taken to reinforce and encourage the continued dedication of members of Thorne’s management, including Employee, to their assigned duties in the face of potential circumstances involving the possibility of such a change in control.
NOW THEREFORE, for good and valuable consideration, and to induce Employee to continue employment with Thorne and to continue to perform Employee's duties in a manner that is in the best interests of Thorne, Thorne hereby agrees to provide Employee with certain benefits in the event Employee’s employment with Thorne terminates subsequent to a Change in Control (as defined in Section 2, below) under the circumstances described herein.
1.Term of Agreement; Employment Status. This Agreement will take effect when signed by Thorne and Employee. This Agreement will remain in full force and effect for thirty-six (36) months after the Effective Date. All employees of Thorne, including Employee, are employees at will. The terms and conditions of this Agreement, therefore, do not and are not intended to create either an express contract of employment nor an implied contract of employment between Thorne and Employee. The purpose of this Agreement is to provide certain potential benefits to Employee in the event that a Change in Control occurs.
2.Change in Control. No benefits will be payable hereunder unless there will have been a Change in Control as set forth below, and thereafter, the Employee's employment with Thorne and/or Thorne’s successor is terminated. For purposes of this Agreement, a "Change in Control" means any of the following: (a) the acquisition of fifty-one percent (51%) or more of the class of equity securities of Thorne (THRN on the Nasdaq stock exchange) by any person (or persons working in concert) or entity after the date hereof; (b) the acquisition of fifty-one percent (51%) or more of the class of equity securities of Thorne (THRN on the Nasdaq stock exchange) by any person or entity other than Thorne; (c) a merger, consolidation, or reorganization to which Thorne is a party, if, as a result thereof, individuals who were members of the Board of Directors of Thorne, immediately before such transaction will cease to constitute a majority of the Board
Page 1 of NUMPAGES 4
of Directors of the surviving entity; or (d) a sale of all or substantially all of the assets of Thorne to another party.
3.Termination Following Change in Control. If any of the events described in Section 2, above, occur that constitute a Change in Control, then Employee will be entitled to the benefits provided for in Section 4, below, as of the date of termination of Employee’s employment with Thorne and/or Thorne’s successor, unless Employee’s employment is otherwise terminated by Thorne’s Board of Directors for cause or because of Employee's death or disability.
4.Compensation Upon Termination or Reassignment. If, as a result of a Change in Control, as defined in Section 2, above, the Employee's employment with Thorne is terminated as defined in Section 3, above, then Thorne and/or Thorne’s successor will pay Employee within ten (10) days after the date of Employee’s termination an amount equal to the sum of one (1) year of Employee's annual compensation based on the most recent aggregate base salary paid to Employee in the twelve (12) month period immediately preceding such termination. Employee will not be required to mitigate the amount of any payment provided for in this Section 4 by seeking other employment or otherwise, nor will the amount of any payment to Employee provided for in this Section 4 be reduced by any compensation earned by Employee as the result of employment by another employer after the date of Employee’s termination.
5.Continuation of Insurance Benefits. If, as a result of a Change in Control, as defined in Section 2, above, the Employee's employment with Thorne is terminated as defined in Section 3, above, then Thorne and/or Thorne’s successor will maintain in full force and effect for Employee's continued benefit, for a one (1) year period beginning on a Change in Control, all life insurance, medical, health, and disability policies, plans, programs, or benefits that were in effect immediately prior to the Change in Control.
6.Successors; Binding Agreement. Thorne will require any successor (whether direct or indirect, by purchase, merger, consolidation, acquisition of assets, or assumption of liabilities or otherwise) to all or substantially all of the business and/or assets of Thorne, by agreement, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that Thorne would be required to perform it if no such succession had taken place. Failure of Thorne to obtain such agreement prior to the effectiveness of any such succession will be a breach of this Agreement and will entitle Employee to compensation from Thorne (or Thorne’s successor) in the same amount and on the same terms as Employee would be entitled to hereunder if Employee’s employment had terminated of a termination as provided in Section 3, above. As used in this Agreement, "successor" means any successor to the business and assets of Thorne that executes and delivers the agreement provided for in this Section 6 or which otherwise becomes bound by the terms and provisions of this Agreement by operation of law. This Agreement will inure to the benefit of and be enforceable by Employee's personal or legal representatives, executors, administrators, successors, assigns, and heirs.
7.Notices. All notices and other communications provided for in this Agreement will be in writing and will be deemed to have been duly given when delivered or mailed by U.S. registered mail, return receipt requested, postage prepaid, addressed to the respective addresses provided by
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the parties to this Agreement or to such other address as either party might hereafter furnish to the other in writing, except that a notice of change of address will be effective only upon receipt.
8.Miscellaneous Provisions. No provision of this Agreement may be modified, waived, or discharged unless such waiver, modification, or discharge is agreed to in writing and signed by Employee and such officer as may be specifically designated by Thorne. No waiver by either party at any time of any breach by the other or failure to comply with any condition or provision of this Agreement to be performed by such other party will be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party that are not expressly set forth in this Agreement. The validity, interpretation, construction, and performance of this Agreement will be governed by the laws of the State of South Carolina. The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision of this Agreement, which will remain in full force and effect. This Agreement may be executed in counterparts, each of which will be deemed to be an original but both of which together will constitute one and the same instrument.
9.Dispute or Controversy. Any dispute or controversy arising under or in connection with this Agreement will be settled exclusively by mediation in Charleston County, South Carolina. Notwithstanding the pendency of any such dispute or controversy, Thorne will pay Employee promptly an amount equal to Employee’s full scheduled compensation in effect when the notice giving rise to the dispute was given (including, but not limited to, base salary) and provide Employee with all scheduled compensation, benefits, and insurance plans in which Employee was participating when the notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with Section 9 hereof. Judgment may be entered on the mediator's award in any court having jurisdiction; provided, however, that Employee will be entitled to seek
specific performance of Employee’s right to be paid during the pendency of any dispute or controversy arising under or in connection with this Agreement.
[SIGNATURE PAGE FOLLOWS]
Page 3 of NUMPAGES 4
Agreed to as of the Effective Date by and among Employee, Thorne Research, Inc., and Thorne HealthTech, Inc.
FOR THORNE HEALTHTECH, INC.
/s/ Paul F. Jacobson
By: Paul F. Jacobson
Title: Chief Executive Officer
FOR THORNE RESEARCH, INC.
/s/ Paul F. Jacobson
By: Paul F. Jacobson
Title: Chief Executive Officer
FOR EMPLOYEE
Signature:
/s/ Saloni Varma
Saloni Varma Name (printed) 21 MAY 2023
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Thorne HealthTech (NASDAQ:THRN)
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From May 2024 to Jun 2024
Thorne HealthTech (NASDAQ:THRN)
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From Jun 2023 to Jun 2024
