Filed pursuant to Rule 424(b)(3)

Registration No. 333-266433

PROSPECTUS SUPPLEMENT NO. 13

(To the Prospectus Dated August 9, 2022)

biote Corp.

Up to 5,000,000 Shares of Common Stock

This prospectus supplement updates and supplements the prospectus dated August 9, 2022 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-266433). This prospectus supplement is being filed to update and supplement the information in the Prospectus with the information contained in the Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 11, 2023 (the “Quarterly Report”). Accordingly, we have attached the Quarterly Report to this prospectus supplement.

You should read this prospectus supplement in conjunction with the Prospectus, including any amendments or supplements to it. This prospectus supplement is not complete without, and may not be delivered or used except in conjunction with, the Prospectus, including any amendments or supplements to it. This prospectus supplement is qualified by reference to the Prospectus, except to the extent that the information provided by this prospectus supplement supersedes information contained in the Prospectus. You should not assume that the information provided in this prospectus supplement, the Prospectus or any prior prospectus supplement is accurate as of any date other than their respective dates. Neither the delivery of this prospectus supplement, the Prospectus, or any prior prospectus supplement, nor any sale made hereunder or thereunder, shall under any circumstances create any implication that there has been no change in our affairs since the date of this prospectus supplement, or that the information contained in this prospectus supplement, the Prospectus or any prior prospectus supplement is correct as of any time after the date of that information.

Our Class A Common Stock is listed on The Nasdaq Stock Market LLC (“Nasdaq”), under the symbol “BTMD.” On August 10, 2023, the last reported sales price of our Class A Common Stock was $6.48 per share.

We are an “emerging growth company” and “smaller reporting company” under applicable federal securities laws and will be subject to reduced public company reporting requirements.

This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.

Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described in the section titled “Risk Factors” beginning on page 9 of the Prospectus, and under similar headings in any amendments or supplements to the Prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or passed upon the accuracy or adequacy of this prospectus supplement. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is August 11, 2023.

 

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 10-Q

 

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2023

OR

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to ______________

Commission File Number: 001-40128

 

biote Corp.

(Exact Name of Registrant as Specified in its Charter)

 

 

Delaware	85-1791125
( State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
1875 W. Walnut Hill Ln #100 Irving, TX	75038
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (844) 604-1246

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A common stock, par value $0.0001 per share		BTMD		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer		☐		Accelerated filer		☐
Non-accelerated filer		☒		Smaller reporting company		☒
Emerging growth company		☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of August 10, 2023, the registrant had 29,310,636 shares of Class A common stock, $0.0001 par value per share, outstanding and 44,819,066 shares of Class V voting stock, $0.0001 par value per share, outstanding.

 

 

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Table of Contents

		Page
	Cautionary Note Regarding Forward Looking Statements	ii
PART I.	FINANCIAL INFORMATION	ii
Item 1.	Financial Statements (Unaudited)	ii
	Condensed Consolidated Balance Sheets	1
	Condensed Consolidated Statements of Income and Comprehensive Income	2
	Condensed Consolidated Statements of Stockholders’ Equity (Deficit)	3
	Condensed Consolidated Statements of Cash Flows	5
	Notes to Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	38
Item 4.	Controls and Procedures	38
PART II.	OTHER INFORMATION	40
Item 1.	Legal Proceedings	40
Item 1A.	Risk Factors	41
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	72
Item 3.	Defaults Upon Senior Securities	72
Item 4.	Mine Safety Disclosures	73
Item 5.	Other Information	73
Item 6.	Exhibits	74
Signatures		75

 

i

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (the “Quarterly Report”) contains forward-looking statements. These forward-looking statements relate to expectations for future financial performance, business strategies, or expectations for the Company’s business. These forward-looking statements include, but are not limited to, statements regarding the Company’s or its management team’s expectations, hopes, beliefs, intentions, or strategies regarding the future. In addition, any statements that refer to projections, forecasts, or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The forward-looking statements are contained principally in the sections titled “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and elsewhere in this Quarterly Report. In some cases, you can identify forward-looking statements by terms such as “may,” “can,” “should,” “will,” “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “hope,” “anticipate,” “believe,” “seek,” “target,” “continue,” “could,” “might,” “ongoing,” “potential,” “predict,” “would” or similar expressions.

These forward-looking statements are based on information available as of the date of this Quarterly Report, and our management’s current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing the Company’s views as of any subsequent date. The Company does not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

You should not place undue reliance on these forward-looking statements. As a result of a number of known and unknown risks and uncertainties, the Company’s actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:

For the reasons described above, we caution you against relying on any forward-looking statements, which should also be read in conjunction with Part I, Item 1A, “Risk Factors”, in our Annual Report on Form 10-K for the year ended December 31, 2022 (the “Annual Report”), and Part II, Item 1A in this Quarterly Report and the other cautionary statements that are included elsewhere in this Quarterly Report and in our public filings, including under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Any forward-looking statement made by us speaks only as of the date on which we make it. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments, or otherwise, except as may be required by law.

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

ii

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biote Corp.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share amounts) (Unaudited)

		June 30,				December 31,
		2023				2022
Assets
Current assets:
Cash and cash equivalents		$	68,480			$	79,231
Short-term investment			20,000				—
Accounts receivable, net			8,336				6,948
Inventory, net			7,396				11,183
Other current assets			7,898				3,816
Total current assets			112,110				101,178
Property and equipment, net			1,062				1,504
Capitalized software, net			5,733				5,073
Operating lease right-of-use assets			1,915				2,052
Deferred tax asset			18,232				1,838
Total assets		$	139,052			$	111,645
Liabilities and Stockholders’ Deficit
Current liabilities:
Accounts payable		$	7,468			$	4,112
Accrued expenses			5,426				6,274
Term loan, current			6,250				6,250
Deferred revenue, current			2,310				1,965
Operating lease liabilities, current			280				165
Total current liabilities			21,734				18,766
Term loan, net of current portion			109,352				112,086
Deferred revenue, net of current portion			1,071				926
Operating lease liabilities, net of current portion			1,781				1,927
TRA liability			14,432				—
Warrant liability			—				4,104
Earnout liability			63,920				32,110
Total liabilities			212,290				169,919
Commitments and contingencies (See Note 18)
Stockholders’ Deficit
Preferred stock, $0.0001 par value, 10,000,000 shares authorized; no shares issued or outstanding as of June 30, 2023 and December 31, 2022			—				—
Class A common stock, $0.0001 par value, 600,000,000 shares authorized; 29,310,636 and 11,242,887 shares issued, 27,723,136 and 9,655,387 shares outstanding as of June 30, 2023 and December 31, 2022, respectively			3				1
Class B common stock, $0.0001 par value, 8,000,000 shares authorized; no shares issued or outstanding as of June 30, 2023 and December 31, 2022			—				—
Class V voting stock, $0.0001 par value, 100,000,000 shares authorized; 44,819,066 and 58,565,824 shares issued, 34,819,066 and 48,565,824 shares outstanding as of June 30, 2023 and December 31, 2022, respectively			3				5
Additional paid-in capital			—				—
Accumulated deficit			(46,393	)			(44,460	)
Accumulated other comprehensive loss			(18	)			(5	)
biote Corp.’s stockholders’ deficit			(46,405	)			(44,459	)
Noncontrolling interest			(26,833	)			(13,815	)
Total stockholders’ deficit			(73,238	)			(58,274	)
Total liabilities and stockholders’ deficit		$	139,052			$	111,645

The accompanying notes are an integral part of these condensed consolidated financial statements.

1

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biote Corp.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(in thousands, except share and per share amounts) (Unaudited)

		Three Months Ended June 30,								Six Months Ended June 30,
		2023				2022				2023				2022
Revenue:
Product revenue		$	48,652			$	40,789			$	92,807			$	77,547
Service revenue			605				570				1,293				955
Total revenue			49,257				41,359				94,100				78,502
Cost of revenue (excluding depreciation and amortization included in selling, general and administrative, below)
Cost of products			14,992				12,984				28,019				24,641
Cost of services			836				553				1,686				1,173
Cost of revenue			15,828				13,537				29,705				25,814
Selling, general and administrative			25,760				113,425				48,845				128,528
Income (loss) from operations			7,669				(85,603	)			15,550				(75,840	)
Other income (expense), net:
Interest expense			(2,547	)			(794	)			(4,973	)			(1,153	)
Gain (loss) from change in fair value of warrant liability			(11,793	)			3,399				(13,411	)			3,399
Gain (loss) from change in fair value of earnout liability			(6,400	)			61,680				(31,810	)			61,680
Loss from extinguishment of debt			—				(445	)			—				(445	)
Other income			898				88				1,671				98
Total other income (expense), net			(19,842	)			63,928				(48,523	)			63,579
Loss before provision for income taxes			(12,173	)			(21,675	)			(32,973	)			(12,261	)
Income tax expense (benefit)			922				(346	)			1,552				(282	)
Net loss			(13,095	)			(21,329	)			(34,525	)			(11,979	)
Less: Net loss attributable to noncontrolling interest			(7,952	)			(18,723	)			(22,577	)			(9,373	)
Net loss attributable to biote Corp. stockholders			(5,143	)			(2,606	)			(11,948	)			(2,606	)
Other comprehensive income (loss):
Foreign currency translation adjustments			—				(5	)			—				1
Other comprehensive income (loss)			—				(5	)			—				1
Comprehensive loss		$	(13,095	)		$	(21,334	)		$	(34,525	)		$	(11,978	)
Net loss per common share
Basic		$	(0.25	)		$	(0.34	)		$	(0.62	)		$	(0.34	)
Diluted		$	(0.25	)		$	(0.34	)		$	(0.62	)		$	(0.34	)
Weighted average common shares outstanding
Basic			20,704,866				7,574,271				19,153,574				7,574,271
Diluted			20,704,866				7,574,271				19,153,574				7,574,271

The accompanying notes are an integral part of these condensed consolidated financial statements.

2

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biote Corp.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

(in thousands, except share amounts) (Unaudited)

 

																						Total
																			Accumulated			Stockholders’
													Additional						Other			Deficit			Non-			Total
	Class A Common Stock						Class V Voting Stock						Paid-in			Accumulated			Comprehensive			Attributable to			controlling			Stockholders’
	Shares			Amount			Shares			Amount			Capital			Deficit			Loss			biote Corp.			Interest			Deficit
Balance at December 31, 2022		9,655,387		$	1			48,565,824		$	5		$	—		$	(44,460	)	$	(5	)	$	(44,459	)	$	(13,815	)	$	(58,274	)
Distributions		—			—			—			—			—			—			—			—			(3,093	)		(3,093	)
Net loss		—			—			—			—			—			(6,805	)		—			(6,805	)		(14,625	)		(21,430	)
Other comprehensive income		—			—			—			—			—			—			—			—			1			1
Share-based compensation		—			—			—			—			—			2,170			—			2,170			—			2,170
Vesting of RSUs		426,208			—			—			—			—			1,915			(4	)		1,911			(1,911	)		—
Exercise of stock options		105,049			—			—			—			—			2,043			(3	)		2,040			(1,620	)		420
Litigation settlement		375,000			—			—			—			—			1,199			—			1,199			—			1,199
Exchanges of Class V voting stock		7,953,258			1			(7,953,258	)		(1	)		—			208			—			208			(208	)		—
TRA liability		—			—			—			—			—			(4,802	)		—			(4,802	)		—			(4,802	)
Balance at March 31, 2023		18,514,902		$	2			40,612,566		$	4		$	—		$	(48,532	)	$	(12	)	$	(48,538	)	$	(35,271	)	$	(83,809	)
Distributions		—			—			—			—			—			—			—			—			(3,495	)		(3,495	)
Net loss		—			—			—			—			—			(5,143	)		—			(5,143	)		(7,952	)		(13,095	)
Other comprehensive loss		—			—			—			—			—			—			—			—			(1	)		(1	)
Share-based compensation		—			—			—			—			—			2,647			—			2,647			—			2,647
Vesting of RSUs		326,261			—			—			—			—			(3,932	)		(1	)		(3,933	)		3,933			—
Settlement of warrants		3,088,473			—			—			—			—			15,986			(1	)		15,985			1,530			17,515
Exchanges of Class V voting stock		5,793,500			1			(5,793,500	)		(1	)		—			(14,419	)		(4	)		(14,423	)		14,423			—
TRA liability		—			—			—			—			—			7,000			—			7,000			—			7,000
Balance at June 30, 2023		27,723,136		$	3			34,819,066		$	3		$	—		$	(46,393	)	$	(18	)	$	(46,405	)	$	(26,833	)	$	(73,238	)

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

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biote Corp.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

(in thousands, except share amounts) (Unaudited)

 

																												Total
																						Retained			Accumulated			Stockholders’						Total
																			Additional			Earnings /			Other			Equity (Deficit)			Non-			Stockholders’
	Members’ Equity						Class A Common Stock						Class V Voting Stock						Paid-in			(Accumulated			Comprehensive			Attributable to			controlling			Equity
	Units			Amount			Shares			Amount			Shares			Amount			Capital			Deficit)			Income (Loss)			biote Corp.			Interest			(Deficit)
Balance at December 31, 2021		982,800		$	—			—		$	—			—		$	—		$	—		$	4,165		$	(40	)	$	4,125		$	—		$	4,125
Distributions		—			—			—			—			—			—			—			(2,735	)		—			(2,735	)		—			(2,735	)
Net income		—			—			—			—			—			—			—			9,350			—			9,350			—			9,350
Other comprehensive income		—			—			—			—			—			—			—			—			6			6			—			6
Balance at March 31, 2022		982,800			—			—			—			—			—			—			10,780			(34	)		10,746			—			10,746
Distributions		—			—			—			—			—			—			—			(6,840	)		—			(6,840	)		—			(6,840	)
Net loss through May 26, 2022		—			—			—			—			—			—			—			(207