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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/15/24 biote Corp. 10-K 12/31/23 98:12M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 2.87M
2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 75K
3: EX-10.20 Material Contract HTML 134K
4: EX-10.21 Material Contract HTML 76K
5: EX-23.1 Consent of Expert or Counsel HTML 27K
10: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 64K
Awarded Compensation
6: EX-31.1 Certification -- §302 - SOA'02 HTML 34K
7: EX-31.2 Certification -- §302 - SOA'02 HTML 34K
8: EX-32.1 Certification -- §906 - SOA'02 HTML 31K
9: EX-32.2 Certification -- §906 - SOA'02 HTML 31K
12: R1 Document and Entity Information HTML 108K
13: R2 Consolidated Balance Sheets HTML 158K
14: R3 Consolidated Balance Sheets (Parenthetical) HTML 51K
15: R4 Consolidated Statements of Income (Loss) and HTML 132K
Comprehensive Income (Loss)
16: R5 Consolidated Statements of Stockholders' Equity HTML 127K
(Deficit)
17: R6 Consolidated Statements of Cash Flows HTML 149K
18: R7 Description of Business and Basis of Presentation HTML 36K
19: R8 Summary of Significant Accounting Policies HTML 146K
20: R9 Business Combination HTML 58K
21: R10 Revenue Recognition HTML 133K
22: R11 Inventory, Net HTML 50K
23: R12 Property and Equipment, Net HTML 56K
24: R13 Capitalized Software, Net HTML 46K
25: R14 Accrued Expenses HTML 45K
26: R15 Long-Term Debt HTML 75K
27: R16 Warrant Liability HTML 66K
28: R17 Earnout Liability HTML 37K
29: R18 Fair Value Measurements HTML 115K
30: R19 Noncontrolling Interest HTML 35K
31: R20 Share-Based Compensation HTML 109K
32: R21 Leases HTML 91K
33: R22 Income Taxes HTML 115K
34: R23 Net Loss Per Common Share HTML 78K
35: R24 Commitments and Contingencies HTML 45K
36: R25 Related-Party Transactions HTML 47K
37: R26 Subsequent Events HTML 35K
38: R27 Summary of Significant Accounting Policies HTML 209K
(Policies)
39: R28 Summary of Significant Accounting Policies HTML 66K
(Tables)
40: R29 Revenue Recognition (Tables) HTML 133K
41: R30 Inventory, Net (Tables) HTML 51K
42: R31 Property and Equipment, Net (Tables) HTML 53K
43: R32 Capitalized Software, Net (Tables) HTML 42K
44: R33 Accrued Expenses (Tables) HTML 44K
45: R34 Long-Term Debt (Tables) HTML 55K
46: R35 Fair Value Measurements (Tables) HTML 113K
47: R36 Share-Based Compensation (Tables) HTML 92K
48: R37 Leases (Tables) HTML 93K
49: R38 Income Taxes (Tables) HTML 114K
50: R39 Net Loss Per Common Share (Tables) HTML 77K
51: R40 Summary of Significant Accounting Policies - HTML 149K
Additional Information (Details)
52: R41 Summary of Significant Accounting Policies - HTML 35K
Summary of Rollforward of the Allowance for
Doubtful Accounts (Details)
53: R42 Summary of Significant Accounting Policies - HTML 39K
Summary of Total Other Current Assets (Details)
54: R43 Summary of Significant Accounting Policies - HTML 46K
Summary of Estimated Useful Lives of Property and
Equipment (Details)
55: R44 Business Combination - Additional Information HTML 92K
(Details)
56: R45 Revenue Recognition - Schedule of Revenues HTML 54K
Recognized for Each Revenue Stream (Details)
57: R46 Revenue Recognition - Schedule of Revenues HTML 46K
Recognized by Geographic Region (Details)
58: R47 Revenue Recognition - Summary of Significant HTML 44K
Changes in Contract Liability Balances (Details)
59: R48 Revenue Recognition - Summary of Consideration HTML 48K
Allocated to Performance Obligations (Details)
60: R49 Inventory, Net - Schedule of Inventory, Net HTML 40K
(Details)
61: R50 Property and Equipment, Net - Schedule of Property HTML 50K
and Equipment, Net (Details)
62: R51 Property and Equipment, Net - Additional HTML 30K
Information (Details)
63: R52 Capitalized Software, Net - Summary of Capitalized HTML 35K
Software, Net (Details)
64: R53 Capitalized Software, Net - Additional Information HTML 30K
(Details)
65: R54 Accrued Expenses - Schedule of Accrued Expenses HTML 39K
(Details)
66: R55 Long-Term Debt - Additional Information (Details) HTML 114K
67: R56 Long-Term Debt - Schedule of Outstanding Debt HTML 38K
(Details)
68: R57 Long-Term Debt - Schedule of Future Maturities of HTML 43K
Long-term Debt (Details)
69: R58 Warrant Liability - Additional Information HTML 119K
(Details)
70: R59 Earnout Liability - Additional Information HTML 49K
(Details)
71: R60 Fair Value Measurements - Schedule of Financial HTML 43K
Liabilities Measured at Fair Value on a Recurring
Basis (Details)
72: R61 Fair Value Measurements - Summary of Significant HTML 45K
Inputs Used to Measure the Fair Value of the Level
3 Private Placement Warrants (Details)
73: R62 Fair Value Measurements - Summary of Significant HTML 43K
Inputs to Monte Carlo Simulation for Fair Value of
Earnout Liability (Details)
74: R63 Fair Value Measurements - Summary of Significant HTML 41K
Inputs Used to Measure the Fair Value of Level 3
Earnout Liability (Details)
75: R64 Noncontrolling Interest - Additional Information HTML 44K
(Details)
76: R65 Share-Based Compensation - Additional Information HTML 100K
(Details)
77: R66 Share-Based Compensation - Summary of Restricted HTML 60K
Stock Unit Activity (Details)
78: R67 Share-Based Compensation - Summary of Stock Option HTML 68K
Activity (Details)
79: R68 Share-Based Compensation - Summary of HTML 46K
Weighted-Average Assumptions used to Estimate Fair
Value of Stock Options Granted (Details)
80: R69 Leases - Additional Information (Details) HTML 33K
81: R70 Leases - Summary of Operating Lease Costs HTML 39K
Recognized under ASC 842 and Supplemental Cash
Flow Information for Leases (Details)
82: R71 Leases - Summary Balance Sheet Classification of HTML 44K
Operating Leases and Weighted Average Remaining
Lease Term and Discount Rate (Details)
83: R72 Leases - Summary of Payments by Date for Operating HTML 45K
Lease (Details)
84: R73 Income Taxes - Additional Information (Details) HTML 38K
85: R74 Income Taxes - Schedule of Income (Loss) Before HTML 38K
Provision for Income Taxes (Details)
86: R75 Income Taxes - Schedule of Income Tax Provision HTML 53K
(Details)
87: R76 Income Taxes - Schedule of Reconciliation of the HTML 45K
Federal Income Tax Rate to the Company Effective
Tax Rate (Details)
88: R77 Income Taxes - Deferred Tax Assets and Liabilities HTML 40K
(Details)
89: R78 Net Loss Per Common Share - Schedule of HTML 58K
Computation of Net Loss Per Common Share (Details)
90: R79 Net Loss Per Common Share - Schedule of HTML 47K
Computation of Diluted Weighted Average Shares
Outstanding (Details)
91: R80 Commitments and Contingencies - Additional HTML 48K
Information (Details)
92: R81 Related-Party Transactions - Additional HTML 70K
Information (Details)
93: R82 Subsequent Events - Additional Information HTML 48K
(Details)
95: XML IDEA XML File -- Filing Summary XML 180K
98: XML XBRL Instance -- btmd-20231231_htm XML 2.70M
94: EXCEL IDEA Workbook of Financial Report Info XLSX 203K
11: EX-101.SCH XBRL Taxonomy Extension Schema With Embedded XSD 4.79M
Linkbases Document -- btmd-20231231
96: JSON XBRL Instance as JSON Data -- MetaLinks 665± 1.02M
97: ZIP XBRL Zipped Folder -- 0000950170-24-032101-xbrl Zip 637K
| EX-97.1 |
Exhibit 97.1
biote Corp.
Incentive Compensation Recoupment Policy
The Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of biote Corp., a Delaware corporation (the “Company”), has determined that it is in the best interests of the Company and its stockholders to adopt this Incentive Compensation Recoupment Policy (this “Policy”) providing for the Company’s recoupment of Recoverable Incentive Compensation that is received by Covered Officers of the Company under certain circumstances. Certain capitalized terms used in this Policy have the meanings given to such terms in Section 3 below.
This Policy is designed to comply with, and shall be interpreted to be consistent with, Section 10D of the Exchange Act, Rule 10D-1 promulgated thereunder (“Rule 10D-1”) and Nasdaq Listing Rule 5608 (the “Listing Standards”).
This Policy shall apply to all Incentive Compensation that is received by a Covered Officer on or after October 2, 2023 (the “Effective Date”). Incentive Compensation is deemed “received” in the Company’s fiscal period in which the Financial Reporting Measure specified in the Incentive Compensation award is attained, even if the payment or grant of such Incentive Compensation occurs after the end of that period.
“Accounting Restatement” means an accounting restatement that the Company is required to prepare due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.
“Accounting Restatement Date” means the earlier to occur of (a) the date that the Board, a committee of the Board authorized to take such action, or the officer or officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare an Accounting Restatement, or (b) the date that a court, regulator or other legally authorized body directs the Company to prepare an Accounting Restatement.
“Administrator” means the Compensation Committee or, in the absence of such committee, the
Board.
“Code” means the U.S. Internal Revenue Code of 1986, as amended, and the regulations
promulgated thereunder.
“Covered Officer” means each current and former Executive Officer. “Exchange” means the Nasdaq Stock Market.
“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.
“Executive Officer” means the Company’s president, principal financial officer, principal
accounting officer (or if there is no such accounting officer, the controller), any vice-president of the Company in charge of a principal business unit, division, or function (such as sales, administration, or finance), any other officer who performs a policy-making function, or any other person who performs similar policy-making functions for the Company. Executive officers of the Company’s parent(s) or subsidiaries are deemed executive officers of the Company if they perform such policy-making functions for the Company. Policy-making function is not intended to include policy-making functions that are not significant. Identification of an executive officer for purposes of this Policy would include at a minimum executive officers identified pursuant to Item 401(b) of Regulation S-K promulgated under the Exchange Act.
“Financial Reporting Measures” means measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures derived wholly or in part from such measures, including Company stock price and total stockholder return (“TSR”). A measure need not be presented in the Company’s financial statements or included in a filing with the SEC in order to be a Financial Reporting Measure.
“Incentive Compensation” means any compensation that is granted, earned or vested based wholly or in part upon the attainment of a Financial Reporting Measure.
“Lookback Period” means the three completed fiscal years immediately preceding the Accounting Restatement Date, as well as any transition period (resulting from a change in the Company’s fiscal year) within or immediately following those three completed fiscal years (except that a transition period of at least nine months shall count as a completed fiscal year). Notwithstanding the foregoing, the Lookback Period shall not include fiscal years completed prior to the Effective Date.
“Recoverable Incentive Compensation” means Incentive Compensation received by a Covered Officer during the Lookback Period that exceeds the amount of Incentive Compensation that would have been received had such amount been determined based on the Accounting Restatement, computed without regard to any taxes paid (i.e., on a gross basis without regarding to tax withholdings and other deductions). For any compensation plans or programs that take into account Incentive Compensation, the amount of Recoverable Incentive Compensation for purposes of this Policy shall include, without limitation, the amount contributed to any notional account based on Recoverable Incentive Compensation and any earnings to date on that notional amount. For any Incentive Compensation that is based on stock price or TSR, where the Recoverable Incentive Compensation is not subject to mathematical recalculation directly from the information in an Accounting Restatement, the Administrator will determine the amount of Recoverable Incentive Compensation based on a reasonable estimate of the effect of the Accounting Restatement on the stock price or TSR upon which the Incentive Compensation was received. The Company shall maintain documentation of the determination of that reasonable estimate and provide such documentation to the Exchange in accordance with the Listing Standards.
“SEC” means the U.S. Securities and Exchange Commission.
(iv) during the Lookback Period.
Accounting Restatement, the Company must reasonably promptly recoup the full amount of the Recoverable Incentive Compensation, unless the conditions of one or more subsections of Section 4(c) of
this Policy are met and the Compensation Committee, or, if such committee does not consist solely of independent directors, a majority of the independent directors serving on the Board, has made a determination that recoupment would be impracticable. Recoupment is required regardless of whether the Covered Officer engaged in any misconduct and regardless of fault, and the Company’s obligation to recoup Recoverable Incentive Compensation is not dependent on whether or when any restated financial statements are filed.
only if:
Company to the fullest extent under applicable law and Company policy with respect to any such action, determination or interpretation. The foregoing sentence shall not limit any other rights to indemnification of the members of the Board under applicable law or Company policy.
Except as specifically set forth herein, this Policy shall be administered by the Administrator. The Administrator shall have full and final authority to make any and all determinations required under this Policy. Any determination by the Administrator with respect to this Policy shall be final, conclusive and binding on all interested parties and need not be uniform with respect to each individual covered by this Policy. In carrying out the administration of this Policy, the Administrator is authorized and directed to consult with the full Board or such other committees of the Board as may be necessary or appropriate as to matters within the scope of such other committee’s responsibility and authority. Subject to applicable law, the Administrator may authorize and empower any officer or employee of the Company to take any and all actions that the Administrator, in its sole discretion, deems necessary or appropriate to carry out the purpose and intent of this Policy (other than with respect to any recovery under this Policy involving such officer or employee).
If any provision of this Policy or the application of any such provision to a Covered Officer shall be adjudicated to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Policy, and the invalid, illegal or unenforceable provisions shall be deemed amended to the minimum extent necessary to render any such provision or application enforceable.
Nothing contained in this Policy, and no recoupment or recovery as contemplated herein, shall limit any claims, damages or other legal remedies the Company or any of its affiliates may have against a Covered Officer arising out of or resulting from any actions or omissions by the Covered Officer. This Policy does not preclude the Company from taking any other action to enforce a Covered Officer’s obligations to the Company, including, without limitation, termination of employment and/or institution of civil proceedings. This Policy is in addition to the requirements of Section 304 of the Sarbanes-Oxley Act of 2002 (“SOX 304”) that are applicable to the Company’s Chief Executive Officer and Chief Financial Officer and to any other compensation recoupment policy and/or similar provisions in any employment, equity plan, equity award, or other individual agreement, to which the Company is a party or which the Company has adopted or may adopt and maintain from time to time; provided, however, that compensation recouped pursuant to this policy shall not be duplicative of compensation recouped pursuant to SOX 304 or any such compensation recoupment policy and/or similar provisions in any such employment, equity plan, equity award, or other individual agreement except as may be required by law.
The Administrator may amend, terminate or replace this Policy or any portion of this Policy at any time and from time to time in its sole discretion. The Administrator shall amend this Policy as it deems necessary to comply with applicable law or any Listing Standard.
This Policy shall be binding and enforceable against all Covered Officers and, to the extent required by Rule 10D-1 and/or the applicable Listing Standards, their beneficiaries, heirs, executors, administrators
or other legal representatives.
The Company shall make any disclosures and filings with respect to this Policy that are required by law, including as required by the SEC.
* * * * *
5
biote Corp.
Incentive Compensation Recoupment Policy Form of Executive Acknowledgment
I, the undersigned, agree and acknowledge that I am bound by, and subject to, the biote Corp. Incentive Compensation Recoupment Policy, as may be amended, restated, supplemented or otherwise modified from time to time (the “Policy”). In the event of any inconsistency between the Policy and the terms of any employment agreement, offer letter or other individual agreement with biote Corp. (the “Company”) to which I am a party, or the terms of any compensation plan, program or agreement, whether or not written, under which any compensation has been granted, awarded, earned or paid to me, the terms of the Policy shall govern.
In the event that the Administrator (as defined in the Policy) determines that any compensation granted, awarded, earned or paid to me must be forfeited or reimbursed to the Company pursuant to the Policy, I will promptly take any action necessary to effectuate such forfeiture and/or reimbursement. I further agree and acknowledge that I am not entitled to indemnification, and hereby waive any right to advancement of expenses, in connection with any enforcement of the Policy by the Company.
Agreed and Acknowledged:
Name: Title: Date:
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/15/24 | None on these Dates | ||
| For Period end: | 12/31/23 | |||
| 10/2/23 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/03/24 biote Corp. S-8 4/03/24 4:143K Donnelley … Solutions/FA 4/01/24 biote Corp. POS AM 3/29/24 97:11M Donnelley … Solutions/FA 4/01/24 biote Corp. POS AM 3/29/24 97:10M Donnelley … Solutions/FA |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 6/07/23 biote Corp. 8-K:8,9 6/05/23 12:432K Donnelley … Solutions/FA 3/29/23 biote Corp. 10-K 12/31/22 103:16M Donnelley … Solutions/FA 2/22/23 biote Corp. 8-K:5,9 2/15/23 12:380K Donnelley … Solutions/FA 11/14/22 biote Corp. 10-Q 9/30/22 95:14M Donnelley … Solutions/FA 8/03/22 biote Corp. S-8 8/03/22 9:369K Donnelley … Solutions/FA 7/28/22 biote Corp. 8-K:1,3,9 7/27/22 12:401K Donnelley … Solutions/FA 7/19/22 biote Corp. 8-K:1,9 7/19/22 12:379K Donnelley … Solutions/FA 6/17/22 biote Corp. S-1 9:3M Donnelley … Solutions/FA 6/02/22 biote Corp. 8-K:1,2,3,4 5/26/22 28:4M Donnelley … Solutions/FA 12/14/21 biote Corp. 8-K/A:9 12/13/21 13:1M Donnelley … Solutions/FA |