Biote Corp. 8-K Summary
Business Context and Reporting Period
Biote Corp. filed a Current Report on Form 8-K dated May 26, 2022. On that date, Haymaker Acquisition Corp. III completed its business combination with BioTE Holdings, LLC and changed its name to biote Corp. The company’s Class A common stock began trading under the symbol BTMD, and its warrants under BTMDW.
Financial and Other Key Metrics
The filing does not provide revenue, profit, cash flow, margins, debt, liquidity, or other operating and financial metrics.
Material Changes Versus the Prior Comparable Period
The material change reported is the completion of the business combination and the resulting change in corporate name and public-company listing. No comparable-period financial information is included.
Guidance, Outlook, Risks, Contingencies, and Unusual Items
- Nasdaq determined that the company had not demonstrated compliance with the minimum 400 round lot holder requirement or the minimum $20 million market value of unrestricted publicly held shares requirement under Nasdaq Listing Rule 5405.
- Nasdaq also determined that the company’s warrants did not qualify for initial listing because the underlying Class A common stock did not qualify.
- Absent an appeal, Nasdaq stated that the Class A common stock and warrants would be suspended on June 6, 2022, and that Nasdaq would file a Form 25-NSE with the SEC.
- The company intended to request a hearing before a Nasdaq Hearings Panel by June 2, 2022. A timely request would stay the suspension and Form 25-NSE filing pending the Panel’s decision.
- The company stated that it was working to satisfy the listing requirements but acknowledged that it had a small public float and that there was no assurance it would satisfy the requirements before the hearing or at all.
Important Facts for Investors to Verify
- Whether the company timely requested a Nasdaq hearing and whether the request stayed suspension and delisting actions.
- Whether the company subsequently satisfied the round lot holder and public-float market-value requirements.
- The final Nasdaq Hearings Panel decision and the continued listing status of BTMD and BTMDW.
- Post-business-combination financial results, capitalization, liquidity, debt, and operating outlook, which are not provided in this filing.