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biote Corp. (NASDAQ: BTMD) announced a public offering of 7,391,305 shares of its Class A common stock at $3.00 per share, totaling approximately $22.17 million. The offering, set to close around January 9, 2023, involves selling stockholders, and the company will not receive proceeds from this transaction. Underwriters have a 30-day option to purchase an additional 1,108,695 shares. The registration statement was effective as of January 4, 2023, and the preliminary prospectus is available on the SEC's website.
Positive
Potential for $22.17 million in gross proceeds to selling stockholders.
Negative
Company will not receive any proceeds from the share offering, which may impact liquidity.
Dilution of existing shareholder value due to the public offering.
IRVING, Texas--(BUSINESS WIRE)--
biote Corp. (NASDAQ: BTMD) (“Biote” or the “Company”), a leading provider of preventive health care through the delivery of personalized hormone therapy, today announced the pricing of an underwritten public offering of its Class A common stock by certain of its stockholders at a price to the public of $3.00 per share. The gross proceeds from the offering, before deducting underwriting discounts and commissions, are expected to be $22,173,915. The offering consists of 7,391,305 shares of the Company’s Class A common stock. The selling stockholders have granted the underwriters a 30-day option to purchase an aggregate of not more than 1,108,695 additional shares of the Company’s Class A common stock on the same terms and conditions. The Company will not receive any of the proceeds from the sale of the shares offered by the selling stockholders.
The offering is expected to close on or about January 9, 2023, subject to the satisfaction of customary closing conditions.
Truist Securities, Inc., Cowen and Company, LLC and Roth Capital Partners, LLC acted as joint bookrunning managers.
A registration statement on Form S-1 relating to the shares being sold in this offering, including a preliminary prospectus, was filed with the U.S. Securities and Exchange Commission (the “SEC”) and was declared effective on January 4, 2023. A preliminary prospectus relating to the offering is available for free on the SEC’s website located at http://www.sec.gov. Copies of the preliminary prospectus and, when available, the final prospectus relating to the offering may be obtained from: Truist Securities, Inc., Attention: Prospectus Department, 3333 Peachtree Road NE, 9th floor, Atlanta, Georgia 30326, by telephone at (800) 685-4786, or by email at TruistSecurities.prospectus@Truist.com, Cowen and Company, LLC c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, Attn: Prospectus Department, by telephone at (833) 297-2926 or by email at PostSaleManualRequests@broadridge.com, or Roth Capital Partners, LLC, Attn: Syndicate Department, 888 San Clemente Drive, Suite 400, Newport Beach, CA 92660, by telephone at (800) 678-9147 or by email at rothecm@roth.com.
This press release does not constitute an offer to sell or the solicitation of an offer to buy securities, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.
About Biote
Biote is transforming healthy aging through innovative, personalized hormone optimization therapies delivered by Biote-certified medical providers. Biote trains practitioners how to identify and treat early indicators of hormone-related aging conditions, an underserved $7 billion 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. You should carefully consider the risks and uncertainties described in the “Risk Factors” section of the Registration Statement on Form S-1, filed with the SEC on December 12, 2022, Biote’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 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.
