UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices, including zip code) |
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbols |
Name of each exchange on which registered | ||
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
Item 1.01 | Entry Into a Material Definitive Agreement. |
On April 23, 2024, biote Corp., a Delaware corporation (the “Company”) entered into a Settlement Agreement (the “Settlement Agreement”) with respect to its previously disclosed litigation with one of the Company’s stockholders, Dr. Gary S. Donovitz (“Donovitz”) (the “Donovitz Litigation”). Pursuant to the Settlement Agreement, and consistent with the previously disclosed binding settlement term sheet executed on February 13, 2024 (the “Settlement Term Sheet”), the Company has agreed to repurchase all of the Class A common units of Biote Holdings, LLC (“Holdings Units”), shares of Class V common stock of the Company (“Class V Shares” and together with the Holdings Units, “Paired Interests”) and shares of Class A common stock of the Company (“Class A Shares”) currently beneficially owned by Donovitz for approximately $76.9 million in the aggregate, according to the following schedule: (i) approximately 5.1 million Class A Shares and approximately 3.1 million Paired Interests were repurchased for approximately $32.2 million on April 26, 2024 (the “Closing Date”), (ii) approximately 4.1 million Paired Interests will be repurchased for approximately $15.1 million on the 12-month anniversary of the Closing Date, (iii) approximately 4.1 million Paired Interests will be repurchased for approximately $19.1 million on the 24-month anniversary of the Closing Date and (iv) approximately 2.0 million Paired Interests will be repurchased for approximately $10.5 million on the 36-month anniversary of the Closing Date. The parties have also agreed to, among other things, (i) a customary mutual release of all claims arising out of or relating to the Donovitz Litigation, (ii) the termination of the founder advisory agreement, dated as of May 18, 2022, by and between Donovitz and BioTE Medical, LLC, effective as of the Closing Date, (iii) two year non-compete and non-solicitation agreements for Donovitz and (iv) a voting agreement with customary terms acceptable to the Company. The Settlement Agreement also contains customary representations, warranties and agreements by the parties in addition to the terms described above.
Upon execution, the Settlement Agreement superseded the Settlement Term Sheet, which was previously announced in a press release and disclosed by the Company on its Current Report on Form 8-K filed on February 20, 2024.
The foregoing description of the Settlement Agreement is a summary and is qualified in its entirety by the terms and conditions of the Settlement Agreement, a copy of which will be filed in the Company’s next quarterly report on Form 10-Q.
Item 7.01 | Regulation FD Disclosure. |
On April 29, 2024, the Company issued a press release announcing the terms of the Settlement Agreement. A copy of the press release is attached as Exhibit 99.1 and is incorporated by reference herein.
The information in this Item 7.01 and the attached Exhibit 99.1 are being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall they be deemed to be incorporated by reference in any filing made by the Company under the Securities or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit No. |
Description | |
99.1 | Press Release, dated April 29, 2024. | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
biote Corp. | ||
By: | /s/ Teresa S. Weber | |
Name: | Teresa S. Weber | |
Title: | Chief Executive Officer |
Date: April 29, 2024
Exhibit 99.1
Biote Announces Definitive Settlement with Founder
Company to repurchase all of Founders 18.4 million shares at $4.17 per share
IRVING, TX April 29, 2024 biote Corp. (NASDAQ: BTMD) (Biote or the Company), a leading solutions provider in preventive health care through the delivery of personalized hormone optimization and therapeutic wellness, today announced it has entered into a definitive settlement agreement (the Settlement Agreement) that concludes outstanding litigation with Dr. Gary S. Donovitz (Donovitz), founder and stockholder of Biote.
The Settlement Agreement includes a mutual release of all claims relating to litigation between Donovitz and Biote; the termination of the founder advisory agreement by and between Donovitz and BioTE Medical, LLC; two year non-compete and non-solicitation agreements for Donovitz; and a voting agreement with customary terms acceptable to the Company. Additionally, Biote will repurchase all 18.4 million Biote shares beneficially held by Donovitz.
Terry Weber, Biote Chief Executive Officer, commented, We are pleased to conclude this legal matter, which resolves prolonged and costly litigation. Backed by our strong capital position and cash generation capability, we are well positioned to execute on this multi-year share repurchase that we believe will be accretive to shareholder value. With this legal matter behind us, we are fully focused on advancing our strategic objectives and continuing to drive profitable growth.
Under the terms of the Settlement Agreement, Biote will repurchase all of Donovitzs Biote Class A common units of BioTE Holdings, LLC (Holdings Units), shares of Class V common stock of the Company (Class V Shares and, together with the Holdings Units, Paired Interests) and shares of Class A common stock of the Company (Class A Shares) for approximately $76.9 million in the aggregate. The average price for repurchased Class A Shares, Holdings Units and Class V shares will be $4.17 per share and will occur over the following three-year schedule:
(i) | Approximately 5.1 million Class A Shares and approximately 3.1 million Paired Interests were repurchased for approximately $32.2 million on April 26, 2024 (the Closing Date); |
(ii) | Approximately 4.1 million Paired Interests will be repurchased for approximately $15.1 million on the 12-month anniversary of the Closing Date; |
(iii) | Approximately 4.1 million Paired Interests will be repurchased for approximately $19.1 million on the 24-month anniversary of the Closing Date; and |
(iv) | Approximately 2.0 million Paired Interests will be repurchased for approximately $10.5 million on the 36-month anniversary of the Closing Date. |
The Company plans to provide additional details concerning the anticipated financial impacts of the settlement when it reports first quarter financial results on Tuesday, May 7, 2024, after the close of the market.
About Biote
Biote is transforming healthy aging through innovative, personalized hormone optimization and therapeutic wellness solutions delivered by Biote-certified medical providers. Biote trains practitioners to identify and treat early indicators of aging conditions, an underserved global market, providing affordable symptom relief for patients and driving clinic success for practitioners.
Forward-Looking Statements
This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Some of the forward-looking statements can be identified by the use of forward-looking words. Statements that are not historical in nature, including the words may, can, should, will, estimate, plan, project, forecast, intend, expect, hope, anticipate, believe, seek, target, continue, could, might, ongoing, potential, predict, would and other similar expressions, are intended to identify forward-looking statements. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual results or developments to differ materially from those expressed or implied by such forward-looking statements, including but not limited to: the success of our dietary supplements to attain significant market acceptance among clinics, practitioners and their patients; our customers reliance on certain third parties to support the manufacturing of bio-identical hormones for prescribers; our and our customers sensitivity to regulatory, economic, environmental and competitive conditions in certain geographic regions; our ability to increase the use by practitioners and clinics of the Biote Method at the rate that we anticipate or at all; our ability to grow our business; the significant competition we face in our industry; the impact of strategic acquisitions and the implementation of our growth strategies; our limited operating history; our ability to protect our intellectual property; the heavy regulatory oversight in our industry; changes in applicable laws or regulations; the inability to profitably expand in existing markets and into new markets; the possibility that we may be adversely impacted by other economic, business and/or competitive factors, including recent bank failures; and future exchange and interest rates. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and other risks and uncertainties described in the Risk Factors section of Biotes Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and other documents filed by Biote from time to time with the Securities and Exchange Commission. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Biote assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Biote does not give any assurance that it will achieve its expectations.
Contacts
Investor Relations:
Eric Prouty
AdvisIRy Partners
Media: