0001209191-23-052958.txt : 20231017
0001209191-23-052958.hdr.sgml : 20231017
20231017161526
ACCESSION NUMBER: 0001209191-23-052958
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20231016
FILED AS OF DATE: 20231017
DATE AS OF CHANGE: 20231017
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: MITSUI & CO LTD
CENTRAL INDEX KEY: 0000067099
STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-PETROLEUM & PETROLEUM PRODUCTS (NO BULK STATIONS) [5172]
FISCAL YEAR END: 0331
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40826
FILM NUMBER: 231329767
BUSINESS ADDRESS:
STREET 1: 2-1, OTEMACHI 1-CHOME
STREET 2: CHIYODA-KU
CITY: TOKYO
STATE: M0
ZIP: 100-8631
BUSINESS PHONE: 81-80-3507-8275
MAIL ADDRESS:
STREET 1: 2-1, OTEMACHI 1-CHOME
STREET 2: CHIYODA-KU
CITY: TOKYO
STATE: M0
ZIP: 100-8631
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Thorne Healthtech, Inc.
CENTRAL INDEX KEY: 0001844280
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 272877253
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 620 OMNI INDUSTRIAL BLVD.
CITY: SUMMERVILLE
STATE: SC
ZIP: 29483
BUSINESS PHONE: 843-501-0286
MAIL ADDRESS:
STREET 1: 620 OMNI INDUSTRIAL BLVD.
CITY: SUMMERVILLE
STATE: SC
ZIP: 29483
4
1
doc4.xml
FORM 4 SUBMISSION
X0508
4
2023-10-16
1
0001844280
Thorne Healthtech, Inc.
THRN
0000067099
MITSUI & CO LTD
2-1, OHTEMACHI 1-CHOME
CHIYODA-KU TOKYO
M0
100-8631
JAPAN
0
0
1
0
0
Common Stock
2023-10-16
4
U
0
15674235
D
0
D
Class A Common Stock Warrant (Right to buy)
5.1237
2023-10-16
4
J
0
56515
D
Common Stock
56515
0
D
This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 27, 2023, by and among Thorne HealthTech, Inc. (the "Issuer"), Healthspan Buyer, LLC, and Healthspan Merger Sub, Inc. ("Purchaser"), pursuant to which Purchaser completed a tender offer for shares of common stock of the Issuer ("Company Common Stock") and thereafter merged with and into the Issuer (the "Merger") effective as of October 16, 2023 (the "Effective Time"). At the Effective Time, each outstanding share of Company Common Stock was cancelled and converted into the right to receive $10.20 in cash (the "Offer Price"), without interest and subject to applicable withholding taxes.
Pursuant to the Merger Agreement, at the Effective Time, each Class A Common Stock Warrant ("Company Warrant") held by the Reporting Person was automatically cancelled and converted into a right to receive an amount in cash, without interest, equal to the product of (A) the amount of the Offer Price (less the exercise price per share attributable to such Company Warrant) multiplied by (B) the total number of shares of Company Common Stock issuable upon exercise in full of such Company Warrant, subject to applicable withholding taxes.
/s/ Mitsui & Co., LTD., by /s/ Yoshifumi Hatanaka, General Manager, NutriScience Division
2023-10-17