Securities Registration: Employee Benefit Plan (s-8)

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

As filed with the Securities and Exchange Commission on April 24, 2023

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

biote Corp.

(Exact name of registrant as specified in its charter)


Delaware		85-1791125
(State or other jurisdiction of incorporation or organization)		(I.R.S Employer Identification No.)

1875 W. Walnut Hill Ln #100 Irving, Texas		75038
(Address of Principal Executive Offices)		(Zip Code)

biote Corp. 2022 Equity Incentive Plan

biote Corp. 2022 Employee Stock Purchase Plan

(Full Title of the Plan)

Teresa S. Weber

Chief Executive Officer

biote Corp.

1875 W. Walnut Hill Ln #100

Irving, TX 75038

(Name and address of agent for service)

Tel: (312) 212-8079

(Telephone number, including area code, of agent for service)

Copies to:

Ryan Sansom

Peter Byrne

Cooley LLP

500 Boylston Street

Boston, MA 02116-3736

Tel: (617) 937-2300

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Pursuant to General Instruction E of Form S-8, biote Corp. (the “Registrant”) is filing this Registration Statement with the Securities and Exchange Commission (the “Commission”) to register (i) an additional 4,498,916 shares of Class A common stock, par value $0.0001 (the “common stock”), under the biote Corp. 2022 Equity Incentive Plan (the “2022 Plan”) and (ii) an additional 797,724 shares of common stock under the biote Corp. 2022 Employee Stock Purchase Plan (the “2022 ESPP” and together with the 2022 Plan, the “Plans”), in each case pursuant to the provisions of each Plan which provide for annual automatic increases in the number of shares of common stock reserved for issuance under such Plan. In accordance with the instructional note to Part I of Form S-8 as promulgated by the Commission, the information specified by Part I of the Form S-8 has been omitted from this Registration Statement. Pursuant to General Instruction E to Form S-8, the contents of Registrant’s registration statement on Form S-8 (File No. 333-266490), previously filed with the Commission on August 3, 2022, are incorporated herein by reference, except that the provisions contained in Part II of such earlier Registration Statement are modified as set forth in this Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed by the Registrant with the Commission are hereby incorporated by reference in this Registration Statement:

(a)

the Registrant’s annual report on Form 10-K for the fiscal year ended December 31, 2022 filed with the Commission on March 29, 2023;

(b)

the Registrant’s current reports on Form 8-K filed with the Commission on February 22, 2023 and March 24, 2023; and

(c)

the description of the Registrant’s securities contained in the registration statement on Form 8-A (File No. 333-265714) filed with the Commission on February 26, 2021 and any amendment or report filed with the Commission for the purpose of updating the description.

All reports and other documents filed by the registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than current reports furnished under Item 2.02 and Item 7.01 of Form 8-K and any exhibits furnished on such form that relate to such items, after the date of this registration statement, and prior to the filing of a post-effective amendment that indicates that all securities offered hereby have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this registration statement from the date of filing of such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not constitute a part of this registration statement, except as so modified or superseded.

Item 8. Exhibits.


Exhibit No.		Description

4.1		Second Amended and Restated Certificate of Incorporation of biote Corp. (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-40128) filed by the Company with the Commission on June 2, 2022).

4.2		Amended and Restated Bylaws of biote Corp. (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-40128), filed by the Company with the Commission on February 22, 2023).

5.1		Opinion of Cooley LLP.

23.1		Consent of Deloitte & Touche LLP.

23.2		Consent of Cooley LLP (included in Exhibit 5.1).

24.1		Power of Attorney (contained on the signature page hereto).

99.1		biote Corp. 2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.17 to the Company’s Annual Report on Form 10-K, filed by the Company with the Commission on March 29, 2023).

99.2		biote Corp. 2022 Employee Stock Purchase Plan (incorporated by reference to Exhibit 99.2 of the Company’s Registration Statement on Form S-8, filed by the Company with the Commission on August 3, 2022).

99.3		Form of Stock Option Grant Notice (incorporated by reference to Exhibit 99.3 of the Company’s Registration Statement on Form S-8, filed by the Company with the Commission on August 3, 2022).

99.4		Form of RSU Award Grant Notice (incorporated by reference to Exhibit 99.4 of the Company’s Registration Statement on Form S-8, filed by the Company with the Commission on August 3, 2022).

107		Filing Fee Table

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8, and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irving, Texas on April 24, 2023.


biote Corp.

By:		/s/ Teresa S. Weber
Name:		Teresa S. Weber
Title:		Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Teresa S. Weber and Samar Kamdar, as his or her true and lawful attorney-in-fact, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments including post-effective amendments to this registration statement and any and all registration statements filed pursuant to Rule 462 under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, hereby ratifying and confirming all that said attorney-in-fact or his substitute, each acting alone, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.


Name	Position	Date

/s/ Teresa S. Weber Teresa S. Weber	Chief Executive Officer, Director	April 24, 2023

/s/ Samar Kamdar Samar Kamdar	Chief Financial Officer	April 24, 2023

/s/ Marc D. Beer Marc D. Beer	Director, Chair	April 24, 2023

/s/ Dana Jacoby Dana Jacoby	Director	April 24, 2023

/s/ Mark Cone Mark Cone	Director	April 24, 2023

/s/ Steven J. Heyer Steven J. Heyer	Director	April 24, 2023

/s/ Andrew R. Heyer Andrew R. Heyer	Director	April 24, 2023

/s/ Debra L. Morris Debra L. Morris	Director	April 24, 2023