The Company consolidates variable interest entities where the Company is determined to be the primary beneficiary, under ASC 810. The Company consolidates into its consolidated financial statements two legal entities (Onegevity Health, LLC and Thorne HealthTech Asia Pte, Ltd.) in which it holds a controlling interest. The Company presents non-controlling interest as a component of stockholders’ deficit on its condensed consolidated balance sheet and reports net income (loss)--non-controlling interest in the condensed consolidated statements of operations. The Company’s acquisition or disposal of ownership interests in the variable interest entities is a reconsideration event that requires a reassessment of whether the entity continues to be a variable interest entity and whether the primary beneficiary has changed. If after making these reassessments, the primary beneficiary remains the same (i.e., a controlling financial interest is maintained), and the transaction is in the scope of ASC 810, the Company accounts for the acquisition or disposal of a non-controlling interest as an equity transaction, consistent with the principles of ASC 810-10. Any difference between the price paid and the carrying amount of the non-controlling interest is not reflected in net income, but instead reflected directly in equity.

Onegevity Health, LLC. As of January 1, 2021, the Company owned 58,252 shares of Onegevity capital stock, which equated to approximately a 50% ownership interest. After evaluating relevant factors, the Company determined that it is the primary beneficiary of Onegevity and accordingly, consolidated the assets and liabilities of Onegevity in accordance with ASC 810.

During the first quarter of 2021, the Company merged with Onegevity. As part of the merger, the legal entity Onegevity Health, LLC was dissolved; its wholly owned subsidiary, Health Elements, LLC, became a wholly owned subsidiary of the Company. The merger did not lead to a change in control, and therefore, the transaction was recorded in the equity section of the Company’s balance sheet. See Note 4 for additional information related to the Onegevity merger.

Thorne HealthTech Asia Pte, Ltd. On January 10, 2022, the Company entered into an agreement with Mitsui and TM HealthTech Pte. Ltd., a wholly owned subsidiary of Mitsui, to form a joint venture entity, Thorne HealthTech Asia PTE, LTD. (Thorne Asia JV), 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. On January 20, 2022, Thorne and Mitsui contributed approximately $2.7 million and $2.6 million, respectively, in cash and hold 51% and 49%, respectively, of the total issued share capital of Thorne Asia JV. After evaluating relevant factors, the Company determined that it is the primary beneficiary of Thorne Asia JV, as substantially all of the activities either involve, or are conducted on behalf of, the Company. Under ASC 810, the Company has consolidated Thorne HealthTech Asia Pte, Ltd. in its condensed consolidated financial statements for the three months ended March 31, 2022

The board of directors of Thorne Asia JV is composed of five directors, of which three were nominated by Thorne, and two by Mitsui. Each director is appointed for a term of office of one year and will be eligible for re-election.

Summary information for Thorne Asia JV, excluding intercompany activity with the Company, is included in the condensed consolidated balance sheets and statement of operations as follows, for the period ended March 31, 2022:


Total assets	$	4,963,318
Less: Total liabilities		62,259
Net assets (liabilities)		4,901,059
Revenue		5,892
Net loss	$	(371,311	)
Less: Loss attributable to non-controlling interest		181,943
Net loss attributable to Thorne HealthTech, Inc.	$	(189,368	)