This Amendment No. 2 (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”), 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 are hereby amended and supplemented as follows:
“The Offer and related withdrawal rights expired as scheduled at one minute past 11:59 p.m., Eastern Time, at the end of October 12,
2023, and were not extended (such date and time, the “Expiration Time”). The Depositary has advised Purchaser that, as of the Expiration Time, an aggregate of 52,596,517 Shares (excluding Shares tendered pursuant to guaranteed
delivery procedures that have not yet been “received” (as defined by Section 251(h)(6) of the DGCL) by the Depositary in the Offer) had been validly tendered and not validly withdrawn pursuant to the Offer, representing 97.3% of the
issued and outstanding Shares as of the Expiration Time. Accordingly, the Minimum Condition has been satisfied. Purchaser expects to promptly accept for payment, and will promptly pay for, all Shares that were validly tendered and not validly
withdrawn pursuant to the Offer prior to the Expiration Time.
Parent expects to consummate the Merger on October 16, 2023 in
accordance with, and subject to the terms of, the Merger Agreement.
Following the consummation of the Merger, all Shares will be delisted
from Nasdaq and deregistered under the Exchange Act.
A copy of the press release issued by L Catterton and Thorne on
October 13, 2023 announcing the expiration and results of the Offer is filed as Exhibit (a)(5)(A) to the Schedule TO and is incorporated by reference herein.”
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 by replacing the information set forth in the second paragraph under Section 16—“Certain Legal Matters; Regulatory Approvals” of the Offer to Purchase 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 O’Dell 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- cv-08342. On
September 21, 2023, a purported stockholder of Thorne filed a complaint in the U.S. District Court for the District of Delaware against Thorne and the members of the Thorne Board, captioned Taylor v. Thorne HealthTech, Inc., et al.,
Case No. 1:23-cv-01034. On September 21, 2023, two purported stockholders of Thorne filed complaints in the U.S. District Court for the Southern District
of New York against Thorne and the members of the Thorne Board, captioned Donatacci v. Thorne HealthTech, Inc., et. al., Case No. 1:23-cv-08372 and Wang
v. Thorne HealthTech, Inc., et. al., Case No. 1:23-cv-08375. The complaints in this paragraph are referred to as the ‘Complaints.’”