Biote Corp. — Form 8-K Summary
Business context and reporting period
Haymaker Acquisition Corp. III filed this Form 8-K on May 24, 2022, reporting the results of a special meeting in lieu of its 2022 annual meeting. The company was pursuing a business combination with BioTE Holdings, LLC (“Biote”). The filing does not report a completed closing of the transaction.
Of the company’s outstanding shares as of the April 27, 2022 record date, 30,043,046 shares, or 75.7%, were represented at the meeting, constituting a quorum.
Financial metrics and capital structure
- The filing does not provide revenue, profit, cash flow, margins, debt, liquidity, or operating guidance.
- Stockholders approved removing the existing $5,000,001 net tangible asset limitation applicable to redemptions and consummation of the initial business combination.
- Stockholders approved increasing authorized capital stock from 221,000,000 shares to 718,000,000 shares, including 708,000,000 shares of common stock and 10,000,000 shares of preferred stock.
Material changes and transaction approvals
- Business combination: Approved the December 13, 2021 Business Combination Agreement and related transactions. Votes were 28,309,471 for, 1,422,320 against, and 311,255 abstentions.
- Nasdaq issuance proposal: Approved potential issuance of more than 20% of the company’s outstanding common stock, including issuances related to the business combination and redemption of retained Biote units. Votes were 28,284,386 for, 1,447,405 against, and 311,255 abstentions.
- Charter amendment: Approved the proposed second amended and restated certificate of incorporation, including the revised capital structure and other changes.
- Company name: Approved changing the post-combination public company’s name to “biote Corp.”
- Equity plans: Approved the Incentive Plan and the Employee Stock Purchase Plan, including the initial ESPP share reserve.
- Board: Approved the election of seven directors: Stephen Powell, Dana Jacoby, Steven J. Heyer, Mark Cone, Andrew R. Heyer, Marc D. Beer, and Teresa Weber.
Guidance, outlook, risks, and unusual items
- The filing provides no operating forecast or management outlook.
- Completion of the business combination remained a material transaction milestone; this filing records stockholder approval but does not state that closing occurred.
- The approved capital changes may result in substantial additional authorized common, voting, or preferred shares, which could affect future dilution and voting power.
- The Nasdaq proposal contemplated potential ownership of more than 20% by a member and a possible change of control under Nasdaq rules.
- Item 7.01 and the related press release were furnished under Regulation FD and were not deemed filed for purposes of Section 18 of the Exchange Act, except as specifically incorporated by reference.
Important facts for investors to verify
- Verify the closing date and final terms of the Haymaker–Biote business combination.
- Review the definitive proxy statement for redemption levels, merger consideration, retained Biote units, and the resulting ownership structure.
- Confirm the final post-transaction share count, ticker, exchange listing, and implementation of the “biote Corp.” name change.
- Review the Incentive Plan and ESPP share reserves for potential dilution.
- Assess the revised charter provisions, including authorized shares, voting stock, preferred stock, and removal of the net tangible asset limitation.