This Amendment No. 1 (this Amendment) amends and supplements the Tender
Offer Statement on Schedule TO filed with the U.S. Securities and Exchange Commission on September 14, 2023 (as it may be amended from time to time, the Schedule TO) by Healthspan Merger Sub, Inc., a Delaware corporation
(Purchaser) and a wholly-owned subsidiary of Healthspan Buyer, LLC, a Delaware limited liability company (Parent), Parent, Healthspan Intermediate, LLC, a Delaware limited liability company, Healthspan Topco, LLC, a Delaware
limited liability company, Healthspan Holdings, LP, a Delaware limited partnership, Healthspan GP, LLC, a Delaware limited liability company, and LC10 Management, LLC, a Delaware limited liability company. The Schedule TO relates to the offer by
Purchaser to purchase all of the outstanding shares of common stock, par value $0.01 per share (the Shares) of Thorne HealthTech, Inc., a Delaware corporation (Thorne or the Company), at a price of $10.20 per
Share, net to the seller in cash without interest and less any required withholding taxes and any Dividend Adjustments, upon the terms and conditions set forth in the offer to purchase dated September 14, 2023 (as it may be amended from time to
time, the Offer to Purchase) and in the related letter of transmittal, copies of which are attached to the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively.
Except as set forth in this Amendment, the information set forth in the Schedule TO remains unchanged. Capitalized terms used but not defined
herein have the meanings ascribed to them in the Schedule TO or the Offer to Purchase, as applicable.
Items 1 through 9 and Item 11.
The Offer to Purchase and Items 1 through 9 and Item 11 of the Schedule TO, to the extent such Items incorporate by reference the information
contained in the Offer to Purchase, are hereby amended and supplemented as follows:
1. The information set forth in the Summary Term Sheet of
the Offer to Purchase is amended and supplemented by replacing the entire paragraph under the question heading Are there any compensation arrangements between the Purchaser Entities and Thornes executive officers or other key
employees? with the following:
No. As of the date of this Amendment, no member of Thornes current management has entered
into any agreement, arrangement or understanding with the Purchaser Entities (as defined in Section 8Certain Information Concerning Parent, Purchaser and Certain Related Parties) or their affiliates regarding potential terms
of employment with, or the right to participate in the equity of, the Surviving Corporation or Parent. See Section 12Purpose of the Offer; Plans for Thorne.
2. The information set forth in the penultimate paragraph under Section 12Purpose of the Offer; Plans for Thorne of the Offer to
Purchase is amended and supplemented by replacing the entire paragraph with the following:
As of the date of this Amendment, no
member of Thornes current management has entered into any agreement, arrangement or understanding with Parent, Purchaser or their affiliates regarding potential terms of employment with, or the right to participate in the equity of, the
Surviving Corporation or Parent. Moreover, as of the date of this Amendment, no discussions have been held between members of Thornes current management and Parent, Purchaser or their affiliates with respect to any such agreement, arrangement
or understanding. Parent may establish equity-based compensation plans for management of the Surviving Corporation. The potential terms of any new arrangements are currently expected to be discussed and entered into after completion of the
Merger.
3. The information set forth in the second paragraph under Section 16Certain Legal Matters; Regulatory Approvals of
the Offer to Purchase is amended and supplemented by replacing the entire paragraph with the following:
Certain Litigation.
On September 19, 2023, a purported stockholder of Thorne filed a complaint in the U.S. District Court for the Southern District of New York against Thorne and the members of the Thorne Board, captioned ODell v. Thorne HealthTech, Inc.,
et al., Case No. 1:23-cv-08246. On September 20, 2023, a purported stockholder of Thorne filed a complaint in the U.S. District Court for the Southern District of New York against Thorne and the
members of the Thorne Board, captioned Morgan v. Thorne HealthTech, Inc., et al., Case No. 1:23-