EXCHANGE OFFER, INCLUDING THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER. Investors and security holders may obtain a free copy of these statements (when available) and other documents filed with
the SEC at the website maintained by the SEC at www.sec.gov or by directing such requests to D.F. King & Co., Inc. at 48 Wall Street, 22nd floor New York, NY 10005, by telephone at (877) 732-3614
(Toll Free) or (212) 269-5550 (call collect) or by email at btmd@dfking.com. Investors and security holders may also obtain, at no charge, the documents filed or furnished to the SEC by the Company under the
Financials section of the Companys investor relations website at ir.biote.com.
No Offer or Solicitation
This Form 8-K shall not constitute an offer to exchange or the solicitation of an offer to exchange or the solicitation
of an offer to purchase any securities, nor shall there be any exchange or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any
such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Forward-Looking Statements
This Current Report on
Form 8-K contains forward-looking statements. These forward-looking statements relate to expectations for future financial performance, business strategies, or expectations for the Companys business.
These forward-looking statements include, but are not limited to, statements regarding the Companys or its management teams expectations, hopes, beliefs, intentions, or strategies regarding the future. In addition, any statements that
refer to projections, forecasts, or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as
may, can, should, will, estimate, plan, project, forecast, intend, expect, hope, anticipate,
believe, seek, target, continue, could, might, ongoing, potential, predict, would or similar expressions. These forward-looking
statements are based on information available as of the date of this Prospectus/Offer to Exchange, and our managements current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly,
forward-looking statements should not be relied upon as representing the Companys views as of any subsequent date. The Company does not undertake any obligation to update forward-looking statements to reflect events or circumstances after the
date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. You should not place undue reliance on these forward-looking statements. As a result of a number of
known and unknown risks and uncertainties, the Companys actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ
include: our ability to complete the Offer and the Consent Solicitation on the terms described herein and in the Prospectus, or at all; the success of our dietary supplements to attain significant market acceptance among clinics, practitioners and
their patients; our customers reliance on certain third parties to support the manufacturing of bio-identical hormones for prescribers; our and our customers sensitive to regulatory, economic,
environmental and competitive conditions in certain geographic regions; our ability to increase the use by practitioners and clinics of the Biote Method at the rate that we anticipate or at all; our ability to grow our business; the significant
competition we face in our industry; our limited operating history; our ability to protect our intellectual property; the heavy regulatory oversight in our industry; changes in applicable laws or regulations; the inability to profitably expand in
existing markets and into new markets; the possibility that we may be adversely impacted by other economic, business and/or competitive factors; future exchange and interest rates; and other risks and uncertainties indicated in this Current Report
on Form 8-K, including those under Risk Factors in the Prospectus, and other filings the Company has made, or will make, with the SEC.