biote Corp. Form 8-K Summary
Business context and reporting period
biote Corp. filed a Current Report on Form 8-K dated July 18, 2022, reporting Nasdaq’s decision to delist the company’s Class A common stock and warrants. The filing concerns a listing-compliance matter and does not report periodic operating results.
Financial and market metrics
- The filing does not provide revenue, profit, cash flow, margin, debt, liquidity, or other operating financial metrics.
- Nasdaq stated that the company had not demonstrated compliance with the minimum 400 round lot holder requirement and the $20 million minimum market value of unrestricted publicly held shares requirement.
- The company stated that it believed it already satisfied the round lot holder requirement and expected to satisfy the market value requirement on July 19, 2022.
Material changes and events
- On May 26, 2022, Nasdaq notified the company that its Class A common stock did not satisfy specified initial listing requirements under IM-5101-2 and Listing Rule 5405.
- The company appealed and held a hearing before Nasdaq’s Hearings Panel on June 30, 2022. The appeal stayed suspension and Nasdaq’s filing of Form 25-NSE pending the Panel’s decision.
- On July 18, 2022, the Panel determined to delist the company’s Class A common stock and warrants.
- Nasdaq indicated that trading would be suspended at the open of business on July 20, 2022, and that it intended to file Form 25-NSE after applicable appeal and review periods.
Outlook, contingencies, and unusual items
- The company intended to timely appeal the Panel’s determination to Nasdaq’s Listing and Hearing Review Council, arguing that it would meet the applicable listing requirements before the scheduled suspension.
- Following suspension from Nasdaq, the company expected its securities to trade on the OTC Markets’ OTC Pink Market tier.
- The filing does not state whether the appeal would be successful or whether Nasdaq ultimately reversed the delisting decision.
- The principal investor risk is reduced trading access and liquidity, potential market disruption, and continued uncertainty regarding the company’s Nasdaq listing and warrant trading.
Important facts to verify
- Whether the company achieved compliance with the market value of unrestricted publicly held shares requirement on July 19, 2022.
- Whether trading was suspended on July 20, 2022 and whether the securities subsequently traded on the OTC Pink Market.
- Whether the company filed the planned appeal and the outcome of that appeal.
- Whether Nasdaq ultimately filed Form 25-NSE and formally delisted the securities.