Biote Announces Agreement to Resolve Litigation and Repurchase All of Founder’s Shares

biote Corp. (NASDAQ: BTMD) (“Biote” or the “Company”), a leading solutions provider in preventive health care through the delivery of personalized hormone optimization and therapeutic wellness, today announced it has signed a binding term sheet with Dr. Gary S. Donovitz (“Donovitz”), founder and stockholder of Biote, to resolve outstanding litigation. In connection with this agreement, Biote will repurchase all of the Class A common units of Biote Holdings, LLC (“Holdings Units”), shares of Class V common stock of the Company (“Class V Shares” and together with the Holdings Units, “Paired Interests”) and shares of Class A common stock of the Company (“Class A Shares”) currently beneficially owned by Donovitz. The settlement agreement to be entered into between Biote and Donovitz will include: a mutual release of all claims relating to litigation between Donovitz and Biote; the termination of the founder advisory agreement by and between Donovitz and BioTE Medical, LLC; two year non-compete and non-solicitation agreements for Donovitz; and the negotiation of and entry into a voting agreement with customary terms acceptable to the Company.

Terry Weber, Biote Chief Executive Officer, commented, “We are pleased to reach this agreement that not only resolves protracted and costly litigation, but also enables us to repurchase a substantial portion of our outstanding shares. Supported by our strong capital position and cash generation, we are well positioned to execute this share repurchase that we believe will be accretive to shareholder value. We continue to focus on advancing our strategic objectives and establishing Biote as a leader in evidence-based therapeutic wellness.”

Under the terms of the settlement, Biote will repurchase all of the approximately 5.1 million Class A Shares and the approximately 13.3 million Paired Interests beneficially owned by Donovitz for approximately $76.9 million in the aggregate. The average price for each repurchased Paired Interest or Class A Share will be $4.17 per share and will occur over the following three-year schedule:

1. Approximately 5.1 million Class A Shares and approximately 3.1 million Paired Interests will be repurchased for approximately $32.2 million on the date the Settlement Agreement is signed (the “Closing Date”);
2. Approximately 4.1 million Paired Interests will be repurchased for approximately $15.1 million on the 12-month anniversary of the Closing Date;
3. Approximately 4.1 million Paired Interests will be repurchased for approximately $19.1 million on the 24-month anniversary of the Closing Date; and
4. Approximately 2.0 million Paired Interests will be repurchased for approximately $10.5 million on the 36-month anniversary of the Closing Date.

Biote maintains its existing $20 million share repurchase authorization, which is distinct from the share repurchase agreement with Donovitz.