BTMD

biote Corp.

NASDAQ · HEALTH CARE · MEDICINAL CHEMICALS & BOTANICAL PRODUCTS

1.07

−0.02 −1.83%

USD · close Oct 23

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Calls on record

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MKT CAP $62.3MP/E 9.7DIV YIELD —FCF YIELD 31.90%REV TTM $183.5M −7.8%NET INCOME $5.9M −81.3%NET DEBT $113.8M52W 1.03 – 2.93SEC XBRL · TTM TO Invalid Date

How BTMD rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025

Text kept

39%

of sentences unchanged

Added

376

new sentences

Dropped

439

sentences removed

Length

−2,041

words, now 32,809

New in FY2025

Our IT security director reports to our CIO and has over 25 years of experience working in information technology-related roles, including cybersecurity, and holds a Masters in Information Systems, with a focus in cybersecurity and a Masters in Business Administration, with an emphasis in business intelligence and analytics management.
On September 11, 2024, we entered into a 60-month operating lease agreement for approximately 19,076 square feet of office space in Birmingham, Alabama that is used by Asteria Health for compounding bioidentical hormones.
Right Value Litigation On January 30, 2024, a lawsuit was filed in the 162nd Judicial District Court of Dallas County, Texas (the “District Court of Dallas County”) against us by Right Value Drug Stores, LLC d/b/a Carie Boyd’s Prescription Shop n/k/a Carie Boyd Pharmaceuticals (“Right Value”).
Pursuant to the Settlement Agreement, BioTE Medical agreed to pay Right Value an aggregate amount of $5.0 million according to the following schedule: (i) $3.5 million within three (3) business days upon execution of the Settlement Agreement and (ii) $1.5 million within one (1) business day following February 27, 2026.
The Defendants moved to dismiss the lawsuit, and it was dismissed on March 15, 2025.
The Plaintiffs appealed to the Delaware Supreme Court on April 15, 2025.
The parties completed their briefing, and oral argument occurred on October 8, 2025.
On December 15, 2025, the Delaware Supreme Court affirmed the trial court’s dismissal, and on January 6, 2026, it denied a request for reargument.
On April 15, 2025, the Dallas 5th District Court of Appeals reversed the temporary injunction, and it is no longer in place.
On May 23, 2025, Latch filed a motion for partial summary judgment as to liability on her breach of contract claim.
The briefing was completed on that motion, and a hearing was held, but no ruling has yet been issued.
The Company believes the claims asserted in the November 15, 2024 Litigation are without merit and intend to vigorously defend against them.
A trial date is currently specifically set on the 101st Judicial District Court’s docket beginning on May 4, 2026; however, the Company is currently unable to predict the outcome of this matter or estimate the range of potential loss, if any, that may result.
Donovitz / NIL Litigation On December 13, 2024, Dr.
Donovitz (“Donovitz”) filed suit against BioTE Medical alleging misappropriation of his name, image and likeness by BioTE and various of its approved practitioners (the “December 13, 2024 Litigation”) and seeking a temporary restraining order and temporary injunction.
Because BioTE contends that, pursuant to a settlement agreement executed on April 23, 2024, Donovitz’s claims were required to be brought before former Delaware Chancery Court Chancellor Chandler, on December 17, 2024, BioTE filed an action against Donovitz in Delaware Chancery Court (the “December 17, 2024 Litigation”) seeking a preliminary and permanent injunction enjoining Donovitz from pursuing the December 13, 2024 Litigation in Texas.
BioTE appealed the entry of the temporary injunction entered by the 101st Judicial District Court.
Briefing on the appeal in the December 13, 2024 Litigation was completed on April 14, 2025, and the appeal was scheduled to be submitted to the Dallas 5th District Court of Appeals without oral argument on May 13, 2025.
On January 20, 2025, Vice Chancellor Laster converted the Delaware preliminary injunction back to a temporary restraining order.
Donovitz filed a request to appeal regarding the Delaware temporary restraining order.
The Delaware Supreme Court accepted that interlocutory appeal, and the opening brief was filed April 2, 2025.
The briefing was completed on May 19, 2025.
On July 11, 2025, Vice Chancellor Laster entered another temporary restraining order which, again, precluded Donovitz from prosecuting the December 13, 2024 Litigation in Texas.
Subsequently, on July 18, 2025, Donovitz removed the action to the United States District Court for the District of Delaware.
BioTE has sought to remand the case back to the Delaware Chancery Court, but briefing on that motion has not yet been completed.
The parties have agreed that the Delaware temporary restraining order will remain in force until the motion to remand is resolved and hearing is held on whether to extend the Delaware temporary restraining order or convert it to a preliminary injunction.
On October 23, 2025, the District Court ordered the action remanded to the Delaware Court of Chancery.
A hearing has not yet been scheduled to resolve whether to extend the Delaware temporary restraining order or convert it to a preliminary injunction.
On November 3, 2025, we executed an amendment to that certain settlement agreement with Gary S.
Donovitz, pursuant to which we agreed to repurchase the remaining 6.1 million shares of Dr.
Donovitz’s Class V voting stock for a lump sum payment of $18.5 million in consideration for the full satisfaction of our remaining payment obligations under the settlement agreement.
In addition to settling the forward share repurchase liability, the parties agreed to dismiss, with prejudice, the various pending legal matters between the parties in the states of Delaware and Texas.
Further the restrictive covenants in the original settlement agreement will continue in full force and effect until April 24, 2027 and the mutual general releases and covenants not to sue were amended and made effective as of November 3, 2025.
We fully repaid our obligation under this amendment on January 2, 2026.
As of March 11, 2026, there were 32,300,867 shares of Class A common stock outstanding and 7,249,879 shares of our Class V common stock (the “Class V common stock”) issued and outstanding.
Holders As of March 11, 2026, there were 34 holders of record of our Class A common stock and 7 holders of record of our Class V common stock.
By virtue of our historical performance over the past 14 years, we believe that our business model has been successful, remains differentiated, and is well positioned for future growth.
We target specific physicians based on their specialty, prescribing data, demographic information and location match within our existing geographic footprint. • Grow the practice of our Biote-certified practitioners and Biote-partnered clinics .
Our Biote-branded dietary supplement line currently includes 26 dietary supplements that we offer to our Biote-certified practitioners through our eCommerce site, efficiently leveraging our core Biote provider platform.
Our direct-to-patient eCommerce platform enables practitioners to invite their patients to buy Biote-branded dietary supplements online via our online store.

and 336 more.

Gone since FY2024

Our IT security director reports to our CIO and has more than 25 years of experience working in information technology-related roles, holds a Masters in Information Systems, with a focus in cybersecurity and a Masters in Business Administration, with an emphasis in business intelligence and analytics management.
On September 11, 2024, we entered into a 60-month operating lease agreement for approximately 19,076 square feet of office space in Birmingham, Alabama that will be used by Asteria Health to expand its compounded bioidentical hormones manufacturing facility capabilities.
Right Value Litigation On January 30, 2024, a lawsuit was filed in the 162nd Judicial District Court of Dallas County, Texas (the “District Court of Dallas County”) against us by Right Value Drug Stores, LLC d/b/a Carie Boyd’s Prescription Ship n/k/a Carie Boyd Pharmaceuticals (“Right Value”).
Pursuant to the Settlement Agreement, BioTE Medical agreed to pay Right Value an aggregate amount of $ 5.0 million according to the following schedule: (i) $ 3.5 million within three ( 3 ) business days upon execution of the Settlement Agreement and (ii) $ 1.5 million within one ( 1 ) business day following February 17, 2026.
The Defendants have filed a motion to dismiss the lawsuit.
Briefing on this motion concluded on November 22, 2024, and oral arguments are set to occur in March 2025.
We believe the claims asserted in the July 12, 2024 Litigation are without merit and intend to vigorously defend against them.
However, given the preliminary stage of the proceedings, we are currently unable to predict the outcome of this matter or estimate the range of potential loss, if any, that may result.
Donovitz Litigation On April 23, 2024, we settled all outstanding litigation described below with one of our stockholders, Dr.
Donovitz (“Donovitz”) (the “Donovitz Litigation”).
On June 23, 2022, Donovitz sued Haymaker Sponsor, LLC, our outside legal counsel, and certain Company executive officers and directors in the District Court of Dallas County, Texas (the “Donovitz Dallas Action”), generally alleging fraud, fraudulent inducement, negligent misrepresentation, a breach of the covenant of good faith and fair dealing, breaches of fiduciary duties, and/or aiding and abetting those alleged breaches against the defendants (the “Donovitz Claims”).
Donovitz subsequently dismissed without prejudice the Donovitz Claims brought in the Donovitz Dallas Action, and the Court entered an order of dismissal without prejudice on March 28, 2023.
On July 11, 2022, we sued Donovitz in the Delaware Court of Chancery, pursuing injunctive relief to prevent Donovitz from proceeding with the litigation in the Donovitz Dallas Action in Texas (the “First Delaware Action”).
We sought to enforce (a) our certificate of incorporation, which mandates that stockholders must bring certain actions, including some or all of the Donovitz Claims, exclusively in Delaware, and (b) the Business Combination Agreement, by which Donovitz consented to the exclusive jurisdiction of the Delaware Court of Chancery and agreed that Delaware law governs any related claims, including some or all of the Donovitz Claims.
Pending a ruling from the Delaware Court of Chancery, Donovitz agreed to stay all answer dates in the Donovitz Dallas Action.
Then, on March 23, 2023, Donovitz filed an amended answer and counterclaims in the First Delaware Action generally reasserting the Donovitz Claims he had previously brought in the Donovitz Dallas Action.
On August 24, 2023, Donovitz filed amended counterclaims in the First Delaware Action, again generally reasserting the Donovitz Claims previously brought in the Donovitz Dallas Action but also asserting derivative claims against our directors.
On October 23, 2023, we filed our response to Donovitz’s amended counterclaims.
On August 24, 2022, Donovitz sued us, including certain of our executive officers and directors, in the Delaware Court of Chancery, seeking (a) a status quo order preventing the defendants from diluting any stockholder’s equity or voting power, (b) an injunction requiring the defendants to convene a special meeting of the stockholders, and (c) a request to either void a portion of our Certificate of Incorporation or allow stockholders to elect directors to a vacancy on the board in accordance with Delaware General Corporate Law (the “Second Delaware Action”).
On September 8, 2022, the Delaware Court of Chancery denied Donovitz’s request for injunctive relief, determining that expedited proceedings and a status quo order were both unwarranted and rejecting a mandated meeting of the stockholders.
On August 2, 2022, we sued Donovitz, Lani Hammonds Donovitz, and Lani D.
Consulting in the District Court of Dallas County, Texas, seeking injunctive relief to enforce non-disparagement obligations of that certain founder advisory agreement with Donovitz and the independent contractor agreement with Lani Hammonds Donovitz, both of which were entered into by the subject parties in connection with the Business Combination (the “Biote Dallas Action”).
We successfully obtained a temporary restraining order to enforce the non-disparagement obligations of Donovitz and Lani Hammonds Donovitz.
The parties subsequently entered into an agreed order that the temporary restraining order will stay in effect until the entry of a final judgment.
On August 23, 2022, the defendants filed an answer in the Biote Dallas Action, which included affirmative defenses to our claims and certain counterclaims and third-party claims against certain of our executive officers.
On April 12, 2023, Lani Hammonds Donovitz, individually and on behalf of Lani D Consulting, dismissed with prejudice all of her counterclaims and third-party claims in the Biote Dallas Action, and subsequently agreed to a permanent injunction in our favor, which was entered by the Court on April 17, 2023.
After the filing of the Biote Dallas Action, we amended our claim in the First Delaware Action to also seek an injunction to prevent Donovitz from proceeding with certain of the affirmative defenses, counterclaims, and third-party claims filed by the defendants on August 23, 2022.
On November 4, 2022, the Delaware Court of Chancery denied that request for injunctive relief, permitting the Biote Dallas Action and all defenses and claims asserted therein to proceed in Texas.
A jury trial in the Biote Dallas Action was to commence on September 11, 2023, to address our affirmative claim for breach of contract, request for a permanent injunction, as well as the counterclaims and third-party claims asserted by Donovitz.
On August 17, 2023, Donovitz nonsuited without prejudice all of his counterclaims and third-party claims in the Biote Dallas Action, leaving only our affirmative claim against Donovitz to be tried on September 11, 2023.
On September 8, 2023, three days before the scheduled trial in the Biote Dallas Action, Donovitz agreed to stipulate that he breached his contract, and Donovitz agreed to a partial judgment and the entry of a permanent injunction against him, which was signed by the Court on September 9, 2023.
We sought recovery of our attorneys’ fees against Donovitz in a jury trial that began on October 30, 2023.
On November 2, 2023, the jury returned a verdict awarding us $4.7 million plus the potential for an additional $0.2 million for future fees, which constituted all of the attorneys’ fees that we had sought against Donovitz in the Biote Dallas Action.
On April 23, 2024, we executed a binding settlement agreement with Donovitz to resolve all remaining outstanding litigation with Donovitz.
Pursuant to the settlement agreement, we agreed to repurchase all of the Class A common units of Biote Holdings, LLC, the Class V voting stock of Biote (together, “Paired Interests”) and the Class A common stock, currently beneficially owned by Donovitz for approximately $76.9 million in the aggregate.
We will repurchase the shares over a three-year period commencing on April 26, 2024.
In addition, we and Donovitz have 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, (iii) two year non-compete and non-solicitation agreements for Donovitz and (iv) a voting agreement with customary terms acceptable to us.
On April 26, 2024, we repurchased 5,075,090 shares of Class A common stock and 3,117,299 Paired Interests for approximately $32.2 million.
Additionally, under the terms of the settlement agreement, we canceled 3,985,887 earnout securities.
We recorded the impact of the settlement agreement during our second fiscal quarter ended June 30, 2024.

and 399 more.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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