8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

     Date of Report (Date of earliest event reported): May 01, 2025

    

biote Corp.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-40128	85-1791125
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1875 W. Walnut Hill Ln #100
Irving, Texas		75038
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: (844) 604-1246

    

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications 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-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 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 2.02. Results of Operations and Financial Condition.

On May 7, 2025, biote Corp., a Delaware corporation (the “Company”) issued a press release to report the Company’s financial results for the first quarter ended March 31, 2025. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K (the “Report”).

The information in this Item 2.02 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 Securities Exchange Act of 1934, as amended (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 Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 2.05 Costs Associated with Exit or Disposal Activities.

On May 1, 2025, the Board of Directors of the Company (the “Board”) authorized an organizational restructuring plan (the "Plan") of the Company's commercial teams to support Biote's newly expanded capabilities and drive improved operational and financial performance. The restructuring is expected to reduce the Company's workforce by 16 employees and was completed on May 5, 2025. The Company’s restructuring actions seek to prioritize new clinic growth, maximize value from existing top-tier providers and strengthen accountability and discipline throughout the organization. The Company estimates that it will incur approximately $0.6 to $0.8 million in pre-tax restructuring charges, which represent future cash expenditures for the payment of one-time severance benefits and other associated costs. The Company expects that the Plan will be substantially completed in the second quarter of 2025.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

     Exhibit No.

     Description

     99.1

     Press Release, dated May 7, 2025.

     104

     Cover Page Interactive Data File (embedded within the Inline XBRL document).


			biote Corp.

Date:	May 7, 2025	By:	/s/ Bret Christensen
			Bret Christensen Chief Executive Officer



Exhibit No.		Description

99.1		Press Release, dated May 7, 2025.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).