The Company consolidates variable interest entities where the Company is determined to be the primary beneficiary, under ASC 810. The Company consolidates into its condensed 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 sheets and reports net 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 condensed consolidated balance sheets. 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 and six months ended June 30, 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 for the periods presented is as follows:


	June 30,
	2022
Total assets	$	4,636,316
Less: Total liabilities		31,394
Net assets (liabilities)	$	4,604,922

The results of operations for Thorne Asia JV, excluding intercompany activity with the Company, included in the condensed consolidated statements of operations for the periods presented is as follows:


	Three Months Ended			Six Months Ended
	June 30, 2022
Net sales	$	10,599		$	16,491
Net loss		(175,482	)		(546,793	)
Net loss — non-controlling interest		(85,986	)		(267,929	)
Net loss attributable to Thorne HealthTech, Inc.	$	(89,496	)	$	(278,864	)