Delaware |
2833 |
85-1791125 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
Large Accelerated Filer | ☐ | Accelerated Filer | ☐ | |||
Non-accelerated Filer |
☒ | Smaller Reporting Company | ||||
Emerging growth Company |
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• | the inability to re-list our securities on Nasdaq; |
• | the success of our dietary supplements 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 unpredictability of the effects of the COVID-19 pandemic; |
• | 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 registration statement, including those under “Risk Factors” herein, and other filings the Company has made, or will make, with the SEC. |
Issuer |
biote Corp. (f/k/a Haymaker Acquisition Corporation III). |
Shares of Class A common stock Offered by the Selling Securityholder |
5,000,000 shares of Class A common stock, consisting of (i) 25,000 Commitment Shares; and (ii) up to 4,975,000 shares we may elect, in our discretion, to issue and sell to the Selling Securityholder under the Purchase Agreement from time to time. |
Shares of Common Stock Outstanding prior to the exercise of all Warrants |
9,161,771 shares of Class A common stock and 58,565,824 shares of Class V voting stock (as of July 28, 2022). |
Shares of Common Stock Outstanding After Giving Effect to the Issuance of the Shares Registered for Resale Hereunder |
14,161,771 shares of Class A common stock and 58,565,824 shares of Class V voting stock (based on total shares outstanding as of July 28, 2022). |
Use of Proceeds |
We will not receive any proceeds from the resale of shares of Class A common stock included in this prospectus by the Selling Securityholder. However, we expect to receive proceeds from sales of Class A common stock that we may elect to make to the Selling Securityholder pursuant to the Purchase Agreement, if any, from time to time in our discretion. The net proceeds from sales, if any, under the Purchase Agreement, will depend on the frequency and prices at which we sell shares of Common Stock to the Selling Securityholder after the date of this prospectus. See “Committed Equity Financing” for a description of how the price we may sell shares of Class A common stock to the Selling Securityholder is calculated pursuant to the Purchase Agreement. |
We expect to use the net proceeds that we receive from sales of our Class A common stock to the Selling Securityholder, if any, under the Purchase Agreement for working capital and general corporate purposes. See the section titled “Use of Proceeds.” |
Market for Class A common stock |
Our Class A common stock is currently quoted on the Pink Sheet Tier of the OTC Markets under the symbol “BTMD”. |
Risk Factors |
See the section entitled “Risk Factors” and other information included in this prospectus for a discussion of factors you should consider before investing in our securities. |
• | 11,965,873 shares of Class A common stock available for future issuance under the Incentive Plan; |
• | 797,724 shares available for future issuance under the biote Corp. 2022 Employee Stock Purchase Plan (the “ESPP”); |
• | 5,566,666 shares issuable upon the exercise of outstanding private warrants to purchase Class A common stock (the “Private Placement Warrants”), with an exercise price of $11.50 per share; |
• | 7,937,500 shares issuable upon the exercise of outstanding public warrants to purchase Class A common stock, (the “Public Warrants,” together with the Private Placement Warrants the “Warrants”) with an exercise price of $11.50 per share; |
• | 25,000 Commitment Shares issued to the Selling Securityholder upon signing the Purchase Agreement; and |
• | 4,975,000 shares of Class A common stock that we may elect, in our sole discretion, to issue and sell to Yorkville, from time to time under the Purchase Agreement. |
• | It is not possible to predict the actual number of shares we will sell under the Purchase Agreement to the Selling Securityholder, or the actual gross proceeds resulting from those sales. Further, we may not have access to the full amount available under the Purchase Agreement with the Selling Securityholder. |
• | The sale and issuance of our Class A common stock to the Selling Securityholder will cause dilution to our existing stockholders, and the sale of the shares of Class A common stock acquired by the Selling Securityholder, or the perception that such sales may occur, could cause the price of our Class A common stock to fall. |
• | Investors who buy shares of Class A common stock at different times will likely pay different prices. |
• | Our management team will have broad discretion over the use of the net proceeds from our sale of shares of Class A common stock to the Selling Securityholder, if any, and you may not agree with how we use the proceeds and the proceeds may not be invested successfully. |
• | Our success will depend upon whether the Biote Method and our Biote-branded dietary supplements attain significant market acceptance among clinics, practitioners and their patients; |
• | Outsourcing facilities that produce bioidentical hormone pellets that we offer training on in the Biote Method and failure by those parties to adequately perform their obligations could harm our business; |
• | We and Biote-certified practitioners and Biote partnered clinics are reliant on AnazaoHealth Corporation, Right Value Drug Stores, LLC. and F.H. Investments, Inc. to support the manufacturing of bio-identical hormones for prescribers; |
• | Biote-certified practitioners and Biote partnered clinics are concentrated in certain geographic regions, which makes us sensitive to regulatory, economic, environmental and competitive conditions in those regions; |
• | The frequency of use by practitioners and clinics of the Biote Method may not increase at the rate that we anticipate or at all; |
• | Adoption of the Biote Method depends upon appropriate practitioner training, and inadequate training may lead to negative patient outcomes and adversely affect our business; |
• | The continuing development of our training depends upon our maintaining strong working relationships with Biote-certified practitioners and other medical personnel; |
• | We believe our long-term value as a company will be greater if we focus on growth, which may negatively impact our results of operations in the near term; |
• | We face significant competition, and if we are unable to compete effectively, we may not be able to achieve or maintain expected levels of market penetration and market share, which could have a material adverse effect on our business, financial condition and results of operations; and |
• | We have a limited history operating a practice-building business for practitioners in the hormone optimization space, which may make it difficult for an investor to evaluate the success of our business to date and to assess our future viability. |
• | If we are unable to obtain and maintain patent protection for any products or methods we develop, or if the scope of the patent protection obtained is not sufficiently broad, our competitors could develop and commercialize products similar or identical to our Biote-branded dietary supplements, and our ability to successfully commercialize any products we may develop may be adversely affected. If we are not able to maintain freedom to operate for our products from third party intellectual property rights, our ability to commercialize products may be limited unless we secure a license to such rights; |
• | We may become a party to intellectual property litigation or administrative proceedings that could be costly and could interfere with our ability to sell and market the Biote Method and our Biote-branded dietary supplements; |
• | If we are unable to protect the confidentiality of our other proprietary information, our business and competitive position may be harmed; |
• | We may be subject to claims that we or our employees, consultants or contractors have wrongfully used, disclosed or otherwise misappropriated the intellectual property of a third party, including trade secrets or know-how, or are in breach of non-competition or non-solicitation agreements with our competitors or claims asserting an ownership interest in intellectual property we regard as our own; |
• | If our trademarks and trade names are not adequately protected, then we may not be able to build brand recognition in our markets and our business may be adversely affected; and |
• | We may be subject to claims challenging our intellectual property. |
• | We market dietary supplements and convenience kits, which are regulated by the U.S. Food and Drug Administration (the “FDA”), and are subject to certain requirements under the Federal Food, Drug, and Cosmetic Act (the “FDCA”) and the laws enforced by the Federal Trade Commission (the “FTC”). Our failure to meet those requirements could cause us to cease certain of our business activities and may involve the payment of financial penalties; |
• | We have developed and market a method and training program where the practitioner may prescribe a compounded bioidentical hormone. Compounded drugs are regulated by the FDA and are subject to certain requirements under the FDCA. Failure of compounding entities to meet those requirements could cause us to cease certain of our business activities and may involve the payment of financial penalties; |
• | Compounded preparations and the pharmacy compounding industry are subject to regulatory scrutiny, which may impair our growth and sales; |
• | If a compounded drug formulation provided through a compounding pharmacy or an outsourcing facility leads to patient injury or death or results in a product recall, we may be exposed to significant liabilities and reputational harm; and |
• | If the FDA takes regulatory action to implement any of the National Academies of Sciences, Engineering, and Medicine (the “NASEM”) recommendations for compounded bioidentical hormones, this may have a substantial effect on the ability of the outsourcing facilities to compound the hormone pellets utilized by Biote-certified practitioners, which would have a substantially negative impact on Biote’s revenue and business operations. |
• | Because there are no current plans to pay cash dividends on our Class A common stock for the foreseeable future, you may not receive any return on investment unless you sell our Class A common stock for a price greater than that which you paid for it; |
• | We may require additional capital to support business growth, and if capital is not available to us or is available only by diluting existing stockholders, our business, operating results and financial condition may suffer; |
• | Anti-takeover provisions contained in the Charter and Bylaws, as well as provisions of Delaware law, could impair a takeover attempt; |
• | Future sales, or the perception of future sales, by the Company or its stockholders in the public market, the issuance of rights to purchase the Company’s Class A common stock, including pursuant to the Incentive Plan and the ESPP, and future exercises of registration rights could result in the additional dilution of the percentage ownership of the Company’s stockholders and cause the market price for the Company’s Class A common stock to decline; and |
• | Securities of companies formed through a special purpose acquisition company (“SPAC”) business combinations such as ours may experience a material decline in price relative to the share price of the SPAC prior to the business combination. |
• | inability to meet certain product specifications and quality requirements consistently; |
• | delay or inability to procure or expand sufficient manufacturing capacity; |
• | issues related to scale-up of manufacturing; |
• | costs and validation of new equipment and facilities required for scale-up; |
• | third-party manufacturers may not be able to execute necessary manufacturing procedures and other logistical support requirements appropriately; |
• | third-party manufacturers may fail to comply with current good manufacturing practice (“cGMP”) requirements and other requirements by the FDA or other comparable regulatory authorities; |
• | inability for us or Biote-certified practitioners and Biote partnered clinics to negotiate manufacturing agreements with third parties under commercially reasonable terms, if at all; |
• | breach, termination or non-renewal of manufacturing agreements with third parties in a manner or at a time that is costly or damaging to us or Biote-certified practitioners and Biote partnered clinics; |
• | third-party manufacturers may not devote sufficient resources to the products that we recommend as part of our training or our Biote-branded dietary supplements; |
• | we may not own, or may have to share, the intellectual property rights to any improvements made by third-party manufacturers in the manufacturing process for our Biote-branded dietary supplements; |
• | operations of third-party manufacturers or our suppliers could be disrupted by conditions unrelated to our business or operations, including the bankruptcy of the manufacturer or supplier; and |
• | logistics carrier disruptions or increased costs that are beyond our control. |
• | significantly greater name recognition; |
• | broader or deeper relations with healthcare professionals and clinics; |
• | more established dietary supplement distribution networks; |
• | additional lines of dietary supplements and the ability to offer rebates or bundle products to offer greater discounts or other incentives to gain a competitive advantage; |
• | greater experience in conducting research and development, and marketing for their products; and |
• | greater financial and human resources for development, sales and marketing and patent prosecution of our offerings. |
• | develop innovative training as well as Biote-branded dietary supplements that aim to address patient needs; |
• | adapt to regulatory and enforcement changes over time; |
• | expand our sales force across key markets to increase the number of Biote-certified practitioners; |
• | leverage our Biote-branded dietary supplements; |
• | accelerate the expansion of our business into new markets; |
• | attract and retain skilled research, development, sales and clinical personnel; |
• | cost-effectively market and sell our training and our Biote-branded dietary supplements; and |
• | obtain, maintain, enforce and defend our intellectual property rights and operate our business without infringing, misappropriating or otherwise violating the intellectual property rights of others. |
• | the level of demand for either the Biote Method or our Biote-branded dietary supplements, which may vary significantly from period to period; |
• | our ability to attract new Biote partnered clinics and Biote-certified practitioners; |
• | the addition or loss of one or more of our Biote partnered clinics or Biote-certified practitioners, including as the result of acquisitions or consolidations; |
• | the timing of recognition of revenues; |
• | the amount and timing of operating expenses; |
• | general economic, industry and market conditions, both domestically and internationally, including any economic downturns and adverse impacts resulting from the COVID-19 pandemic and/or the military conflict between Russia and Ukraine; |
• | the timing of our billing and collections; |
• | Biote partnered clinic and Biote-certified practitioner renewal, expansion, and adoption rates; |
• | increases or decreases in the number of patients that are served by Biote-certified practitioners or Biote partnered clinics, or pricing changes upon any renewals of Biote-certified practitioner or Biote partnered clinic agreements; |
• | changes in our pricing policies or those of our competitors; |
• | the timing and success of new offerings by us or our competitors or any other change in the competitive dynamics of our industry, including consolidation among competitors, practitioners, clinics or outsourcing facilities; |
• | extraordinary expenses such as litigation or other dispute-related expenses or settlement payments; |
• | sales tax and other tax determinations by authorities in the jurisdictions in which we conduct business; |
• | the impact of new accounting pronouncements and the adoption thereof; |
• | fluctuations in stock-based compensation expenses; |
• | expenses in connection with mergers, acquisitions or other strategic transactions; |
• | changes in regulatory and licensing requirements; |
• | the amount and timing of expenses related to our expansion to markets outside the United States; and |
• | the timing of expenses related to the development or acquisition of technologies or businesses and potential future charges for impairment of goodwill or intangibles from acquired companies. |
• | federal laws (including the False Claims Act) that prohibit entities and individuals from intentionally (or with reckless disregard or deliberate ignorance) presenting or causing to be presented false or fraudulent claims to government-funded programs, or improperly retaining known overpayments; |
• | a provision of the Social Security Act, commonly referred to as the federal Anti-Kickback Statute, that prohibits the knowing and willful offer, payment, solicitation or receipt of any bribe, kickback, rebate or other remuneration, in cash or in kind, in return for the referral or recommendation of patients for, or for the purchasing, leasing, ordering or arranging for, items and services for which payment may be made, in whole or in part, by federal healthcare programs; |
• | similar state law provisions pertaining to anti-kickback, fee splitting, self-referral and false claims, and other fraud and abuse issues which typically are not limited to relationships involving government-funded programs. In some cases these laws prohibit or regulate additional conduct beyond what federal law affects, including applicability to items and services paid by commercial insurers and private pay patients. Penalties for violating these laws can range from fines to criminal sanctions; |
• | provisions of 18 U.S.C. § 1347 that prohibit knowingly and willfully executing a scheme or artifice to defraud a healthcare benefit program or falsifying, concealing or covering up a material fact or making |
• | any material false, fictitious or fraudulent statement in connection with the delivery of or payment for healthcare benefits, items or services; |
• | FDA marketing and promotion restrictions, as well as several other types of state and federal healthcare fraud and abuse laws have been applied in recent years to restrict certain marketing practices in the healthcare industry; |
• | federal and state laws related to confidentiality, privacy and security of personal information such as the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), including protected health |
information (“PHI”), that limit the manner in which we may use and disclose that information, impose obligations to safeguard that information and require that we notify our customers in the event of a breach; and |
• | state laws that prohibit general business corporations from practicing medicine, controlling physicians’ medical decisions or engaging in certain practices, such as splitting fees with physicians. |
• | the need to localize and adapt our platform for specific countries, including translation into foreign languages and obtaining local regulatory and legal guidance with associated expenses; |
• | data privacy laws that require customer data to be stored and processed in a designated territory; |
• | difficulties in staffing and managing international operations and working with international partners; |
• | different pricing environments, longer sales cycles and longer accounts receivable payment cycles and collections issues; |
• | new and different sources of competition; |
• | weaker protection for intellectual property and other legal rights than in the United States and practical difficulties in enforcing intellectual property and other rights outside of the United States; |
• | laws and business practices favoring local competitors; |
• | compliance challenges related to the complexity of multiple, conflicting and changing governmental laws and regulations, including employment, tax, privacy and data protection laws and regulations; |
• | increased financial accounting and reporting burdens and complexities; |
• | restrictions on the transfer of funds; |
• | fluctuations in currency exchange rates, which could increase the price of the products that we recommend as part of our training and of our Biote-branded dietary supplements outside of the United States, increase the expenses of our international operations and expose us to international currency exchange rate risk; |
• | adverse tax consequences; and |
• | unstable regional and economic political conditions. |
• | whether we can obtain sufficient capital to grow our business; |
• | our ability to manage our growth; |
• | whether we can manage relationships with 503B outsourcing facilities and dietary supplement contract manufacturers, and other key suppliers; |
• | demand for the Biote Method and our Biote-branded dietary supplements; |
• | the timing and costs of new and existing marketing and promotional efforts; |
• | competition, including from established and future competitors; |
• | our ability to retain existing key management, to integrate recent hires and to attract, retain and motivate qualified personnel; |
• | the overall strength and stability of the economies in the markets in which we operate or intend to operate in the future; and |
• | regulatory, legislative and political changes. |
• | decreased demand for the Biote Method and our Biote-branded dietary supplements; |
• | decreased demand for any new methods, training, or products that we may develop; |
• | injury to our reputation and significant negative media attention; |
• | significant costs to defend the related litigation, including the risk that any Biote-certified practitioners who may face such related litigation may in turn seek to recover from us; |
• | substantial monetary awards paid to patients; |
• | loss of revenue; |
• | exhaustion of any available insurance and our capital resources; |
• | reduced resources for our management to pursue our business strategy; and |
• | the inability to commercialize any methods, training, or products that we may develop. |
• | State healthcare fraud and abuse laws that prohibit any person from offering, paying, soliciting or receiving any remuneration, directly or indirectly, in cash or in kind, for the referral of patients or other items or services to or with licensed healthcare providers, subject to limited exceptions. Some state fraud and abuse laws apply to items or services reimbursed by any third-party payor, including commercial insurers, some apply only to state healthcare program payors, while other state laws apply regardless of payor, including funds paid out of pocket by a patient. |
• | State corporate practice of “medicine” prohibitions that restrict unlicensed persons from engaging licensed professionals to render professional services to the public or from interfering with or influencing a licensed practitioner’s professional judgment. Certain activities other than those directly related to the delivery of healthcare services to patients may be considered an element of the practice of medicine in many states. |
• | State fee-splitting prohibitions, which prohibit licensed healthcare professionals from sharing a portion of their professional fees collected from their professional services with unlicensed third parties. |
• | HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act (HITECH) and their implementing regulations, also imposes obligations, including mandatory contractual terms, on covered entities, which are health plans, healthcare clearinghouses, and certain healthcare providers, as those terms are defined by HIPAA, and their respective business associates and their subcontractors, with respect to safeguarding the privacy, security and transmission of individually identifiable health information. |
• | actual or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us; |
• | changes in the market’s expectations about our operating results; |
• | the public’s reaction to our press releases, our other public announcements and our filings with the SEC; |
• | speculation in the press or investment community; |
• | success of competitors; |
• | our operating results failing to meet the expectation of securities analysts or investors in a particular period; |
• | changes in financial estimates and recommendations by securities analysts concerning the Biote or the market in general; |
• | operating and stock price performance of other companies that investors deem comparable to the Biote; |
• | our ability to market new and enhanced products on a timely basis; |
• | changes in laws and regulations affecting our business; |
• | commencement of, or involvement in, litigation involving the Biote; |
• | changes in the Biote’s capital structure, such as future issuances of securities or the incurrence of additional debt; |
• | the volume of shares of our common stock available for public sale; |
• | any major change of officers or directors; |
• | sales of substantial amounts of common stock by our directors, officers or significant stockholders or the perception that such sales could occur; and |
• | general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations and acts of war or terrorism. |
• | a limited availability of market quotations for our securities; |
• | reduced liquidity for our securities; |
• | a determination that our Class A common stock is a “penny stock,” which will require brokers trading in our Class A common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; |
• | a limited amount of news and analyst coverage; and |
• | decreased ability to issue additional securities or obtain additional financing in the future. |
• | changes in the valuation of our deferred tax assets and liabilities; |
• | expected timing and amount of the release of any tax valuation allowances; |
• | tax effects of stock-based compensation; |
• | costs related to intercompany restructurings; |
• | changes in tax laws, regulations or interpretations thereof; and |
• | lower than anticipated future earnings in jurisdictions where we have lower statutory tax rates and higher than anticipated future earnings in jurisdictions where we have higher statutory tax rates. |
• | the accuracy in all material respects of the representations and warranties of the Company included in the Purchase Agreement; |
• | the Company having performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by the Purchase Agreement to be performed, satisfied or complied with by the Company; |
• | the registration statement that includes this prospectus (and any one or more additional registration statements filed with the SEC that include shares of Class A common stock that may be issued and sold by the Company to the Selling Securityholder under the Purchase Agreement) having been declared effective under the Securities Act by the SEC, and the Selling Securityholder being able to utilize this prospectus (and any other prospectus included in any one or more additional registration statements |
filed with the SEC) to resell all of the shares of Class A common stock issuable pursuant to such Advance Notice (and included in any such additional prospectuses); |
• | the SEC shall not have issued any stop order suspending the effectiveness of the registration statement that includes this prospectus (or any one or more additional registration statements filed with the SEC that include shares of Class A common stock that may be issued and sold by the Company to the Selling Securityholder under the Purchase Agreement) or prohibiting or suspending the use of this prospectus (or any other prospectus included in any one or more additional registration statements filed with the SEC), and the absence of any suspension of qualification or exemption from qualification of the Class A common stock for offering or sale in any jurisdiction; |
• | all reports, notices and other documents required to have been filed by the Company with the SEC during the preceding twelve-month period pursuant to the reporting requirements of the Exchange Act shall have been timely filed; |
• | trading in the Class A common stock shall not have been suspended by the SEC or Nasdaq (or, in the case of an Advance Notice, the Principal Market, as such term is defined in the Purchase Agreement), the Company shall not have received any final and non-appealable notice threatening the continued quotation of the Class A common stock, except as disclosed in any documents filed with the SEC prior to the date of this prospectus; |
• | the Company shall have materially complied with all applicable federal, state and local governmental laws, rules, regulations and ordinances in connection with the execution, delivery and performance of the Purchase Agreement; |
• | all of the shares of Class A common stock that may be issued pursuant to the Advance Notice shall have been approved for listing or quotation on Nasdaq (or, in the case of an Advance Notice, the Principal Market), subject only to notice of issuance; |
• | no condition, occurrence, state of facts or event constituting a Material Outside Event (as such term is defined in the Purchase Agreement) shall have occurred and be continuing; and |
• | the receipt by the Selling Securityholder of the legal opinion as required under the Purchase Agreement. |
• | the first day of the month next following the 36-month anniversary of the date of the Purchase Agreement; and |
• | the date on which the Selling Securityholder shall have purchased 5,000,000 shares of Class A common stock under the Purchase Agreement; |
• | the accompanying notes to the unaudited pro forma condensed combined financial statements; |
• | the (i) audited historical financial statements of HYAC as of and for the year ended December 31, 2021 and (ii) unaudited historical condensed financial statements of HYAC as of and for the three months ended March 31, 2022 and the related notes, in each case, contained in the registration statement of which this prospectus is a part; |
• | the (i) audited historical consolidated financial statements of Biote as of and for the year ended December 31, 2021 and (ii) unaudited historical condensed consolidated financial statements of Biote as of and for the three months ended March 31, 2022 and the related notes, in each case, contained in the registration statement of which this prospectus is a part; and |
• | the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other financial information included elsewhere in the registration statement of which this prospectus is a part. |
Historical |
Actual Redemptions |
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5(A) Haymaker |
5(B) Biote |
Transaction Accounting Adjustments |
Pro Forma Balance Sheet |
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ASSETS |
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Current assets: |
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Cash |
$ | 68 | $ | 27,704 | $ | 43,991 | 5(a) | $ | 71,763 | |||||||||||
Accounts receivable, net |
— | 6,544 | — | 6,544 | ||||||||||||||||
Inventory, net |
— | 9,178 | — | 9,178 | ||||||||||||||||
Prepaid expenses |
298 | 8,489 | (5,259 | ) | 5(b) | 3,528 | ||||||||||||||
Total current assets |
366 | 51,915 | 38,732 | 91,013 | ||||||||||||||||
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Property and equipment, net |
— | 2,395 | — | 2,395 | ||||||||||||||||
Capitalized software, net |
— | 4,813 | — | 4,813 | ||||||||||||||||
Operating lease right-of-use assets |
— | 298 | — | 298 | ||||||||||||||||
Other assets |
— | — | 838 | 5(b) | 838 | |||||||||||||||
Cash and marketable securities held in trust account |
317,582 | — | (317,582 | ) | 5(c) | — | ||||||||||||||
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Total assets |
$ | 317,948 | $ | 59,421 | $ | (278,012 | ) | $ | 99,357 | |||||||||||
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LIABILITIES, COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION, AND STOCKHOLDERS’ EQUITY |
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Current liabilities: |
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Accounts payable |
$ | 303 | $ | 6,777 | $ | — | $ | 7,080 | ||||||||||||
Accrued expenses |
2,664 | 3,164 | — | 5,828 | ||||||||||||||||
Accrued expenses—related party |
137 | — | 2,200 | 5(j) | 2,337 | |||||||||||||||
Franchise tax payable |
50 | — | — | 50 | ||||||||||||||||
Note payable, current |
— | 5,000 | 1,250 | 5(d) | 6,250 | |||||||||||||||
Convertible promissory note—related party |
73 | — | — | 73 | ||||||||||||||||
Deferred revenue |
— | 1,780 | — | 1,780 | ||||||||||||||||
Operating lease liabilities, current |
— | 250 | — | 250 | ||||||||||||||||
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Total current liabilities |
3,227 | 16,971 | 3,450 | 23,648 | ||||||||||||||||
Note payable, net of current portion |
— | 30,768 | 85,364 | 5(d) | 116,132 | |||||||||||||||
Deferred revenue, long-term |
— | 872 | — | 872 | ||||||||||||||||
Operating lease liabilities, long-term |
— | 64 | — | 64 | ||||||||||||||||
Warrant liabilities |
7,427 | — | — | 7,427 | ||||||||||||||||
Earnout liability |
— | — | 187,750 | 5(e) | 187,750 | |||||||||||||||
Deferred underwriting fee payable |
11,112 | — | (11,112 | ) | 5(f) | — | ||||||||||||||
Total liabilities |
21,766 | 48,675 | 265,452 | 335,893 | ||||||||||||||||
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Class A common stock subject to possible redemption |
317,500 | — | (317,500 | ) | 5(g) | — | ||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Stockholders’ equity (deficit): |
||||||||||||||||||||
Haymaker Preferred stock, $0.0001 par value |
— | — | — | — | ||||||||||||||||
Haymaker Class A common stock, $0.0001 par value |
— | — | 1 | 5(h) | 1 | |||||||||||||||
Haymaker Class B common stock, $0.0001 par value |
1 | — | (1 | ) | 5(h) | — | ||||||||||||||
Haymaker Class V common stock, $0.0001 par value |
— | — | 5 | 5(h) | 5 | |||||||||||||||
Biote Class A, AA, and AAA units |
— | — | — | — | ||||||||||||||||
Biote Class AAAA units |
— | — | — | — | ||||||||||||||||
Additional paid-in capital |
137 | — | (154,609 | ) | 5(h) | (154,472 | ) | |||||||||||||
Accumulated deficit |
(21,456 | ) | 10,780 | (80,686 | ) | 5(h) | (91,362 | ) | ||||||||||||
Accumulated other comprehensive loss |
— | (34 | ) | 29 | 5(h) | (5 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Total stockholders’ equity (deficit) attributable to common stockholders |
(21,318 | ) | 10,746 | (235,261 | ) | 5(h) | (245,833 | ) | ||||||||||||
Noncontrolling interest |
— | — | 9,297 | 5(i) | 9,297 | |||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Total stockholders’ equity (deficit) |
(21,318 | ) | 10,746 | (225,964 | ) | (236,536 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Total liabilities and stockholders’ equity (deficit) |
$ | 317,948 | $ | 59,421 | $ | (278,012 | ) | $ | 99,357 | |||||||||||
|
|
|
|
|
|
|
|
Historical |
Actual Redemptions |
|||||||||||||||||||||||
6(A) Haymaker |
6(B) Biote |
Transaction Accounting Adjustments |
Pro Forma Statement of Operations |
|||||||||||||||||||||
Revenue: |
||||||||||||||||||||||||
Product revenue |
$ | — | $ | 36,758 | $ | — | $ | 36,758 | ||||||||||||||||
Service revenue |
— | 385 | — | 385 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Total Revenue |
— | 37,143 | — | 37,143 | ||||||||||||||||||||
Cost of revenue: |
||||||||||||||||||||||||
Cost of products |
— | 11,657 | — | 11,657 | ||||||||||||||||||||
Cost of services |
— | 620 | — | 620 | ||||||||||||||||||||
Total cost of revenue |
— | 12,277 | — | 12,277 | ||||||||||||||||||||
Commissions |
— | 216 | — | 216 | ||||||||||||||||||||
Marketing |
— | 1,241 | — | 1,241 | ||||||||||||||||||||
Selling, general, and administrative |
— | 13,646 | 1,501 | 6(a) | 15,147 | |||||||||||||||||||
Operating and formation costs |
1,190 | — | (60 | ) | 6(b) | 1,130 | ||||||||||||||||||
Franchise tax expense |
50 | — | — | 50 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Income (loss) from operations |
(1,240 | ) | 9,763 | (1,441 | ) | 7,082 | ||||||||||||||||||
Other income (expense): |
||||||||||||||||||||||||
Interest expense |
— | (359 | ) | (1,368 | ) | 6(c) | (1,727 | ) | ||||||||||||||||
Other income (expense), net |
— | 10 | — | 10 | ||||||||||||||||||||
Net gain on investments held in Trust Account |
64 | — | (64 | ) | 6(d) | — | ||||||||||||||||||
Change in fair value of convertible promissory note—related party |
(1 | ) | — | — | (1 | ) | ||||||||||||||||||
Change in fair value of warrant liabilities |
2,352 | — | — | 2,352 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Total other income (expense) |
2,415 | (349 | ) | (1,432 | ) | 634 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Income (loss) before provision for income taxes |
1,175 | 9,414 | (2,873 | ) | 7,716 | |||||||||||||||||||
Income tax expense |
— | 64 | 175 | 6(e) | 239 | |||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Net income (loss) |
1,175 | 9,350 | (3,048 | ) | 7,477 | |||||||||||||||||||
Net income (loss) attributable to noncontrolling interest |
— | — | 6,675 | 6(f) | 6,675 | |||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Net income (loss) attributable to common stockholders |
$ | 1,175 | $ | 9,350 | $ | (9,723 | ) | $ | 802 | |||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Weighted average shares outstanding, Class A common stock |
||||||||||||||||||||||||
Basic |
31,750,000 | 979,800 | 7,574,271 | 6(g) | ||||||||||||||||||||
Diluted |
31,750,000 | 979,800 | 21,078,437 | 6(g) | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Earning (loss) per share, Class A common stock |
||||||||||||||||||||||||
Basic |
$ | 0.03 | $ | 9.54 | $ | 0.11 | 6(g) | |||||||||||||||||
Diluted |
$ | 0.03 | $ | 9.54 | $ | 0.04 | 6(g) | |||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Weighted average shares outstanding, Class B common stock |
||||||||||||||||||||||||
Basic |
7,937,500 | |||||||||||||||||||||||
Diluted |
7,937,500 | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Earnings per share, Class B common stock |
||||||||||||||||||||||||
Basic |
$ | 0.03 | ||||||||||||||||||||||
Diluted |
$ | 0.03 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
Historical |
Actual Redemptions |
|||||||||||||||||||||||
6(C) Haymaker |
6(D) Biote |
Transaction Accounting Adjustments |
Pro Forma Statement of Operations |
|||||||||||||||||||||
Revenue: |
||||||||||||||||||||||||
Product revenue |
$ | — | $ | 137,598 | $ | — | $ | 137,598 | ||||||||||||||||
Service revenue |
— | 1,798 | — | 1,798 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Total Revenue |
— | 139,396 | — | 139,396 | ||||||||||||||||||||
Cost of revenue: |
||||||||||||||||||||||||
Cost of products |
— | 46,298 | — | 46,298 | ||||||||||||||||||||
Cost of services |
— | 2,519 | — | 2,519 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Total cost of revenue |
— | 48,817 | — | 48,817 | ||||||||||||||||||||
Commissions |
— | 2,056 | — | 2,056 | ||||||||||||||||||||
Marketing |
— | 4,908 | — | 4,908 | ||||||||||||||||||||
Selling, general, and administrative |
— | 49,054 | 101,432 | 6(a) | 150,486 | |||||||||||||||||||
Operating and formation costs |
3,122 | — | (198 | ) | 6(b) | 2,924 | ||||||||||||||||||
Franchise tax expense |
200 | — | — | 200 | ||||||||||||||||||||
Income (loss) from operations |
(3,322 | ) | 34,561 | (101,234 | ) | (69,995 | ) | |||||||||||||||||
Other income (expense): |
||||||||||||||||||||||||
Interest expense |
— | (1,673 | ) | (6,211 | ) | 6(c) | (7,884 | ) | ||||||||||||||||
Other income (expense), net |
— | 17 | — | 17 | ||||||||||||||||||||
Transaction costs allocated to warrant liabilities |
(966 | ) | — | — | (966 | ) | ||||||||||||||||||
Net gain on investments held in Trust Account |
82 | — | (82 | ) | 6(d) | — | ||||||||||||||||||
Excess of private placement warrant fair value over purchase price |
(3,507 | ) | — | — | (3,507 | ) | ||||||||||||||||||
Change in fair value of warrant liabilities |
18,826 | — | — | 18,826 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Total other income (expense) |
14,435 | (1,656 | ) | (6,293 | ) | 6,486 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Income (loss) before provision for income taxes |
11,113 | 32,905 | (107,527 | ) | (63,509 | ) | ||||||||||||||||||
Income tax expense |
— | 286 | (2,257 | ) | 6(e) | (1,971 | ) | |||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Net income (loss) |
11,113 | 32,619 | (105,270 | ) | (61,538 | ) | ||||||||||||||||||
Net income (loss) attributable to noncontrolling interest |
— | — | (54,941 | ) | 6(f) | (54,941 | ) | |||||||||||||||||
Net income (loss) attributable to common stockholders |
$ | 11,113 | $ | 32,619 | $ | (50,330 | ) | $ | (6,598 | ) | ||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Weighted average shares outstanding, Class A common stock |
||||||||||||||||||||||||
Basic |
26,265,068 | 979,800 | 7,574,271 | 6(g) | ||||||||||||||||||||
Diluted |
26,265,068 | 979,800 | 7,574,271 | 6(g) | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Earning (loss) per share, Class A common stock |
||||||||||||||||||||||||
Basic |
$ | 0.33 | $ | 33.29 | $ | (0.87 | ) | 6(g) | ||||||||||||||||
Diluted |
$ | 0.32 | $ | 33.29 | $ | (0.87 | ) | 6(g) | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Weighted average shares outstanding, Class B common stock |
||||||||||||||||||||||||
Basic |
7,860,788 | |||||||||||||||||||||||
Diluted |
8,058,048 | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Earnings per share, Class B common stock |
||||||||||||||||||||||||
Basic |
$ | 0.33 | ||||||||||||||||||||||
Diluted |
$ | 0.32 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
• | the (i) audited historical financial statements of HYAC as of and for the year ended December 31, 2021 and (ii) unaudited historical condensed financial statements of HYAC as of and for the three months ended March 31, 2022 and the related notes, in each case, contained in the registration statement of which this prospectus is a part; |
• | the (i) audited historical consolidated financial statements of Biote as of and for the year ended December 31, 2021 and (ii) unaudited historical condensed consolidated financial statements of Biote as of and for the three months ended March 31, 2022 and the related notes, in each case, contained in the registration statement of which this prospectus is a part; and |
• | the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other financial information contained in the registration statement of which this prospectus is a part. |
Actual Redemptions |
||||||||
Equity Capitalization Summary |
Shares |
% |
||||||
Biote Members (1) |
58,565,824 | 86.5 | % | |||||
Haymaker Public Stockholders (2) |
1,224,271 | 1.8 | % | |||||
Haymaker Sponsor (3) |
7,937,500 | 11.7 | % | |||||
Total common stock of PubCo |
67,727,595 | 100.0 | % |
(1) | Includes 10,000,000 Earnout Voting Shares which are subject to forfeiture if the earnout triggering events are not achieved and excludes up to 3,887,750 shares of Class A common stock to be issued to the Phantom Equity Holders pursuant to the Phantom Equity Acknowledgements. |
(2) | Reflects redemptions of 30,525,729 shares of Class A common stock of HYAC for aggregate redemption payments of $305.5 million using a per-share redemption price of approximately $10.01. |
(3) | Includes 1,587,500 Sponsor Earnout Shares which are subject to forfeiture if the earnout triggering events are not achieved and does not give effect to the transfer of 800,000 shares of Class A common stock to various investors on May 26, 2022. |
A. | Derived from the unaudited condensed balance sheet of HYAC as of March 31, 2022. |
B. | Derived from the unaudited condensed consolidated balance sheet of Biote as of March 31, 2022. |
Release of Trust Account |
$ | 317,582 | 5 | (c) | ||||
Payment of Haymaker redemptions |
(305,472 | ) | 5 | (h) | ||||
Payment of Haymaker deferred underwriting fee payable |
(11,112 | ) | 5 | (f) | ||||
Payment of Biote cash-settled Phantom Equity Awards |
(7,250 | ) | 5 | (h) | ||||
Payment of Biote executive bonus |
(2,000 | ) | 5 | (h) | ||||
Repayment of Biote long-term debt |
(36,268 | ) | 5 | (d) | ||||
Proceeds from new term loan facility, net of debt issuance costs |
122,382 | 5 | (d) | |||||
Payment of debt issuance costs on revolving credit facility |
(1,097 | ) | 5 | (b) | ||||
Payment of transaction expenses |
(32,774 | ) | 5 | (h) | ||||
Cash and cash equivalents |
$ | 43,991 |
Repayment of Biote long-term debt |
(36,268 | ) | 5 | (a) | ||||
Write-off of unamortized discount and debt issuance costs in connection with repayment of Biote long-term debt |
500 | 5 | (h) | |||||
Proceeds from new term loan facility, net of debt issuance costs |
122,382 | 5 | (a) | |||||
Note payable, current and Note payable, net of current portion |
$ | 86,614 |
Reclassification of common stock subject to possible redemption |
$ | 317,500 | 5 | (g) | ||||
Payment of Haymaker redemptions |
$ | (305,472 | ) | 5 | (a) | |||
Payment of Biote cash-settled Phantom Equity Awards |
(7,250 | ) | 5 | (a) | ||||
Payment of Biote executive bonus |
(2,000 | ) | 5 | (a) | ||||
Payment of transaction expenses |
(32,774 | ) | 5 | (a) | ||||
Reclass of prepaid transaction expenses |
(5,518 | ) | 5 | (b) | ||||
Write-off of unamortized discount and debt issuance costs in connection with repayment of Biote long-term debt |
(500 | ) | 5 | (d) | ||||
Earnout liability |
(187,750 | ) | 5 | (e) | ||||
Accrual for consulting agreements with related parties |
(2,200 | ) | 5 | (j) | ||||
Reclass of noncontrolling interest |
(9,297 | ) | 5 | (i) | ||||
Total stockholders’ equity (deficit) attributable to common stockholders |
$ | (235,261 | ) |
A. | Derived from the unaudited condensed statement of operations of HYAC for the three months ended March 31, 2022. |
B. | Derived from the unaudited condensed consolidated statement of operations of Biote for the three months ended March 31, 2022. |
C. | Derived from the audited statement of operations of HYAC for the year ended December 31, 2021. |
D. | Derived from the audited consolidated statement of operations of Biote for the year ended December 31, 2021. |
• Hot flashes • Night sweats / excessive sweating • Sleep disturbance • Irritability / anxiety • Depressed mood • Brain fog |
• Low libido • Vaginal dryness • Fatigue / exhaustion • Joint / muscle ache • Weight gain • Decrease in bone density |
• Decrease in libido • Memory, focus and concentration issues • Sarcopenia or muscle loss |
• Decrease bone mineral density • Erectile Dysfunction (ED) |
• | Practitioner education in the diagnosis and treatment of menopause and andropause symptoms is frequently dated, leaving them unprepared on how to best manage these patients with optimal and contemporary therapies. |
• | While extensive peer-reviewed literature extolling the benefits of testosterone therapy exists, FDA-approved medications exist for males only. |
• | There is low awareness among both medical and public audiences of alternative hormone optimization therapies. |
• | Given pressing workloads and declining reimbursements, physicians have little practical incentives to invest their time and resources (or that of their staff) in exploring new treatment modalities. |
• | Be in good standing with their respective state professional licensing board; |
• | Successfully pass a post-training certification exam / requirements; |
• | Utilize our BioTracker platform to comply with the DEA’s inventory control regulations for all scheduled drugs; and |
• | Use our proprietary technology, including training materials, therapy instruction and training videos to facilitate optimal therapy and patient outcomes. |
• Texas • Oklahoma • Colorado • Arkansas |
• New Mexico • Louisiana • Florida |
• Mississippi • Alabama • Georgia |
Country/Territory |
Total Population (2019) |
Population Over 65 |
Historical or Projected Biote Market Entrance 1 |
|||||||||
United States |
328.3 million | 54.8 million | 2012 | |||||||||
Puerto Rico |
3.2 million | 681,600 | 2016 | |||||||||
Mexico |
127.6 million | 9.8 million | 2018 | |||||||||
Canada |
37.6 million | 6.9 million | 2018 | |||||||||
Dominican Republic |
10.7 million | 816,600 | 2022E | |||||||||
Brazil |
211 million | 20.4 million | 2023E | |||||||||
Columbia |
50.34 million | 4.6 million | 2023E | |||||||||
Argentina |
44.94 million | 5.2 million | 2023E | |||||||||
Mexico |
127.6 million | 9.8 million | 2023E |
(1) | As of February 2022. |
• | Targeting diverse job boards that market to diverse candidate pools |
• | Targeting networking/user groups that are diverse in nature |
• | Developing an employer brand that conveys our diversity, equality and inclusion commitment and initiatives |
• | Creating and continually improving company policies that appeal to diverse candidates |
• | Offering future talent acquisition recruiters the opportunity to attend and complete a thorough diversity certification course |
• | Nurturing a respectful and encouraging workplace |
• | Providing professional development assessments and opportunities to support skill and career growth |
• | Feedback from dietary supplement suppliers we talk to regularly regarding inventory availability and fulfillment performance |
• | Sales and finance teams that monitor sales volumes, and develop product pricing structures |
• | Marketing teams that monitor sales and inventory metrics, developing promotional events to optimize revenue and inventory investment |
• | New dietary supplement product development teams that create new offerings to bring to market, based on industry trends and customer needs |
Company Name |
Biote | Evexipel | Sottopelle | BodyLogicMD | Pellecome | HTCA | Pro-pell | |||||||
Number of Practice’s Locations |
2800 | 300 | 150 | 45 | 100 | 120 | 150 | |||||||
Geographic Area |
North America |
U.S. | U.S. South America |
28 States | Most U.S. States |
Most U.S. States |
29 States | |||||||
Services Provided |
BHRT Education, Training, and Inventory Management |
Pellet Therapy Education |
Pellet Therapy Education |
BHRT Modalities and Wellness Program Franchise |
Pellet Training, Pellet Insertion Devices |
Pellet Therapy Education |
Pellet Training, Compounding Pharmacy Items | |||||||
Products Sold |
Training Classes, Dietary Supplements & Convenience |
Training Classes, Dietary Supplements & Convenience Kits |
Training Classes & Pellets |
Memberships to Provider offices |
Training Classes, Dietary Supplements & Convenience Kits |
Training Classes |
ctTraining, Pellets, Supplements |
1. | not intended to acquire, process, or analyze a medical image or a signal from an in vitro diagnostic device or a pattern or signal from a signal acquisition system; |
2. | intended for the purpose of displaying, analyzing, or printing medical information about a patient or other medical information (such as peer-reviewed clinical studies and clinical practice guidelines); |
3. | intended for the purpose of supporting or providing recommendations to a healthcare professional about prevention, diagnosis, or treatment of a disease or condition; and |
4. | intended for the purpose of enabling such healthcare professional to independently review the basis for such recommendations that such software presents so that it is not the intent that such healthcare professional rely primarily on any of such recommendations to make a clinical diagnosis or treatment decision regarding an individual patient. |
• | Increase the number of Biote-certified practitioners |
• | Grow the practice of our Biote-certified practitioners and Biote partnered clinics |
• | providing mentorship, practice management and marketing capability necessary to operate an efficient hormone optimization practice; |
• | providing high-quality Biote-branded dietary supplement products; |
• | providing Biote-certified practitioners and Biote partnered clinics a full array of wellness education and marketing materials; |
• | directing consumers that are actively seeking care to Biote-certified practitioners via the “Find A Provider” feature on our company website; and |
• | utilizing our growing digital outreach capabilities to connect with consumers seeking general information. |
• | Increasing sales of Biote-branded dietary supplements re-sell Biote-branded dietary supplements to their patients, enabling patients to receive physician- guided therapies to manage the related effects of aging. In August 2021, we launched a direct-to-patient |
• | sales volumes; |
• | the mix of male and female patients treated by Biote-certified practitioners, as treatment for males generates more revenue per patient than treatment for females; |
• | our overall product mix of dietary supplements sold; |
• | the effects of competition on market share; |
• | new Biote partnered clinics acquired as customers, less any existing clinics lost as customers (“net new clinics”); |
• | number of procedures performed by practitioners; |
• | medical industry acceptance of hormone optimization generally as a solution to unmet medical needs; |
• | the number of business days in a particular reporting period, including as a result of holidays; |
• | weather disruptions impacting medical offices’ ability to maintain regular operating schedules; |
• | the effects of competition and competitive pricing strategies; |
• | governmental regulations influencing our markets; and |
• | global and regional economic cycles. |
Three Months Ended March 31, |
Increase/(Decrease) |
|||||||||||||||
(U.S. dollars, in thousands) |
2022 |
2021 |
$ |
% |
||||||||||||
Revenue |
||||||||||||||||
Product revenue |
$ | 36,758 | $ | 31,193 | $ | 5,565 | 17.8 | % | ||||||||
Service revenue |
385 | 350 | 35 | 10.0 | % | |||||||||||
|
|
|
|
|||||||||||||
Total revenue |
37,143 | 31,543 | 5,600 | 17.8 | % | |||||||||||
Cost of revenue (excluding depreciation and amortization included in selling, general, and administrative, below) |
||||||||||||||||
Cost of products |
11,657 | 10,877 | 780 | 7.2 | % | |||||||||||
Cost of services |
620 | 484 | 136 | 28.1 | % | |||||||||||
|
|
|
|
|||||||||||||
Cost of revenue |
12,277 | 11,361 | 916 | 8.1 | % | |||||||||||
Commissions |
216 | 577 | (361 | ) | (62.6 | %) | ||||||||||
Marketing |
1,241 | 749 | 492 | 65.7 | % | |||||||||||
Selling, general, and administrative |
13,646 | 9,463 | 4,183 | 44.2 | % | |||||||||||
|
|
|
|
|||||||||||||
Income from operations |
9,763 | 9,393 | 370 | 3.9 | % | |||||||||||
Other income (expense): |
||||||||||||||||
Interest expense |
(359 | ) | (492 | ) | 133 | (27.0 | %) | |||||||||
Other expense |
10 | 4 | 6 | 150.0 | % | |||||||||||
|
|
|
|
|||||||||||||
Total other expense |
(349 | ) | (488 | ) | 139 | (28.5 | %) | |||||||||
Income before provision for income taxes |
9,414 | 8,905 | 509 | 5.7 | % | |||||||||||
Income tax expense |
64 | 64 | — | * | ||||||||||||
Net income |
$ | 9,350 | $ | 8,841 | 509 | 5.8 | % | |||||||||
|
|
|
|
* | Not a meaningful change |
Year Ended December 31, |
Increase/(Decrease) |
|||||||||||||||
(U.S. dollars, in thousands) |
2021 |
2020 |
$ |
% |
||||||||||||
Revenue |
||||||||||||||||
Product revenue |
$ | 137,598 | $ | 114,640 | $ | 22,958 | 20.0 | % | ||||||||
Service revenue |
1,798 | 1,928 | (130 | ) | (6.7 | %) | ||||||||||
|
|
|
|
|||||||||||||
Total revenue |
139,396 | 116,568 | 22,828 | 19.6 | % | |||||||||||
Cost of revenue (excluding depreciation and amortization included in selling, general, and administrative, below) |
||||||||||||||||
Cost of products |
46,298 | 42,538 | 3,760 | 8.8 | % | |||||||||||
Cost of services |
2,519 | 2,391 | 128 | 5.4 | % | |||||||||||
|
|
|
|
|||||||||||||
Cost of revenue |
48,817 | 44,929 | 3,888 | 8.7 | % | |||||||||||
Commissions |
2,056 | 2,432 | (376 | ) | (15.5 | %) | ||||||||||
Marketing |
4,908 | 4,409 | 499 | 11.3 | % | |||||||||||
Selling, general, and administrative |
49,054 | 33,017 | 16,037 | 48.6 | % | |||||||||||
|
|
|
|
|||||||||||||
Income from operations |
34,561 | 31,781 | 2,780 | 8.7 | % | |||||||||||
Other income (expense): |
||||||||||||||||
Interest expense |
(1,673 | ) | (2,425 | ) | 752 | (31.0 | %) | |||||||||
Other income (expense) |
17 | (5 | ) | 22 | * | |||||||||||
|
|
|
|
|||||||||||||
Total other expense |
(1,656 | ) | (2,430 | ) | 774 | (31.9 | %) | |||||||||
Income before provision for income taxes |
32,905 | 29,351 | 3,554 | 12.1 | % | |||||||||||
Income tax expense |
286 | 189 | 97 | 51.3 | % | |||||||||||
|
|
|
|
|||||||||||||
Net income |
$ | 32,619 | $ | 29,162 | 3,457 | 11.9 | % | |||||||||
|
|
|
|
* | Not a meaningful change |
Year Ended December 31, |
Increase/(Decrease) |
|||||||||||||||
(U.S. dollars, in thousands) |
2020 |
2019 |
$ |
% |
||||||||||||
Revenue |
||||||||||||||||
Product revenue |
$ | 114,640 | $ | 108,315 | $ | 6,325 | 5.8 | % | ||||||||
Service revenue |
1,928 | 1,661 | 267 | 16.1 | % | |||||||||||
|
|
|
|
|||||||||||||
Total revenue |
116,568 | 109,976 | 6,592 | 6.0 | % | |||||||||||
Cost of revenue (excluding depreciation and amortization included in selling, general, and administrative, below) |
||||||||||||||||
Cost of products |
42,538 | 39,749 | 2,789 | 7.0 | % | |||||||||||
Cost of services |
2,391 | 3,816 | (1,425 | ) | (37.3 | %) | ||||||||||
|
|
|
|
|||||||||||||
Cost of revenue |
44,929 | 43,565 | 1,364 | 3.1 | % | |||||||||||
Commissions |
2,432 | 3,592 | (1,160 | ) | (32.3 | %) | ||||||||||
Marketing |
4,409 | 7,264 | (2,855 | ) | (39.3 | %) | ||||||||||
Selling, general, and administrative |
33,017 | 32,028 | 989 | 3.1 | % | |||||||||||
|
|
|
|
|||||||||||||
Income from operations |
31,781 | 23,527 | 8,254 | 35.1 | % | |||||||||||
Other income (expense): |
||||||||||||||||
Interest expense |
(2,425 | ) | (2,082 | ) | (343 | ) | 16.5 | % | ||||||||
Other expense |
(5 | ) | (65 | ) | 60 | (92.3 | %) | |||||||||
|
|
|
|
|||||||||||||
Total other expense |
(2,430 | ) | (2,147 | ) | (283 | ) | 13.2 | % | ||||||||
Income before provision for income taxes |
29,351 | 21,380 | 7,971 | 37.3 | % | |||||||||||
Income tax expense |
189 | 93 | 96 | 103.2 | % | |||||||||||
|
|
|
|
|||||||||||||
Net income |
$ | 29,162 | $ | 21,287 | 7,875 | 37.0 | % | |||||||||
|
|
|
|
Three Months Ended March 31, |
||||||||
2022 |
2021 |
|||||||
Condensed consolidated Statements of Cash Flows Data: |
||||||||
Net cash provided by operating activities |
$ | 6,969 | $ | 7,957 | ||||
Net cash used in investing activities |
(482 | ) | (486 | ) | ||||
Net cash used in financing activities |
(5,562 | ) | (3,592 | ) |
Year Ended December 31, |
||||||||||||
2021 |
2020 |
2019 |
||||||||||
Consolidated Statements of Cash Flow Data: |
||||||||||||
Net cash provided by operating activities |
$ | 33,720 | $ | 26,425 | $ | 25,354 | ||||||
Net cash used in investing activities |
(3,807 | ) | (1,393 | ) | (1,672 | ) | ||||||
Net cash used in financing activities |
(20,343 | ) | (18,319 | ) | (13,553 | ) |
Name |
Age |
Position(s) | ||
Marc D. Beer |
57 | Class III Director | ||
Dana Jacoby |
48 | Class I Director | ||
Mark Cone |
60 | Class II Director | ||
Steven J. Heyer |
70 | Class II Director | ||
Andrew R. Heyer |
64 | Class III Director | ||
Teresa S. Weber |
69 | Chief Executive Officer, Class III Director | ||
Robbin Gibbins |
58 | Chief Financial Officer | ||
Joe Butler |
60 | Chief Information Officer | ||
Richard K. Key |
52 | Chief Digital Officer | ||
Ross McQuivey, M.D. |
50 | Chief Medical Officer | ||
Mary Elizabeth Conlon |
42 | Vice President, Business Development & General Counsel | ||
Cary Paulette |
60 | Chief Revenue Officer | ||
Ed Orlandi |
62 | Senior Director, Supply Chain & Facility | ||
Jennifer Schimmel |
49 | Director, Human Resources & Talent | ||
Jade Beutler |
59 | Head of Nutraceuticals |
• | the Class I directors, whose terms will expire in 2023, are Andrew Heyer and Dana Jacoby; |
• | the Class II directors, whose terms will expire in 2024, are Steven Heyer and Mark Cone; and |
• | the Class III directors, whose terms will expire in 2025, are, Marc Beer and Terry Weber. |
• | assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent registered public accounting firm’s qualifications and independence, and (4) the performance of our internal audit function and independent registered public accounting firm; the appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged by us; |
• | pre-approving all audit and non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; reviewing and discussing with the independent registered public accounting firm all relationships the auditors have with us in order to evaluate their continued independence; |
• | setting clear policies for audit partner rotation in compliance with applicable laws and regulations; obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (1) the independent registered public accounting firm’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues; |
• | meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent auditor, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and |
• | reviewing with management, the independent auditor, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities. |
• | reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation; |
• | reviewing and making recommendations to our board of directors with respect to the compensation, and any incentive compensation and equity-based plans that are subject to board approval of all of our other officers; |
• | reviewing our executive compensation policies and plans; |
• | implementing and administering our incentive compensation equity-based remuneration plans; |
• | assisting management in complying with our proxy statement and annual report disclosure requirements; |
• | approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees; |
• | producing a report on executive compensation to be included in our annual proxy statement; and |
• | reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. |
• | screening and reviewing individuals qualified to serve as directors, consistent with criteria approved by the board, and recommending to the board of directors candidates for nomination for election at the annual meeting of stockholders or to fill vacancies on the board of directors; |
• | developing and recommending to the board of directors and overseeing implementation of our corporate governance guidelines; |
• | coordinating and overseeing the annual self-evaluation of the board of directors, its committees, individual directors and management in the governance of the company; and |
• | reviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary. |
• | Teresa S. Weber, Chief Executive Officer |
• | Robb Gibbins, Chief Financial Officer |
• | Cary Paulette, Vice President of Sales |
Name and Principal Position |
Year |
Salary ($) (1) |
Bonus ($) (2) |
Stock Awards ($) (3) |
All Other Compensation ($) (4) |
Total ($) |
||||||||||||||||||
Teresa Weber Chief Executive Officer |
2021 | 1,472,530 | — | — | 1,799 | (5) |
1,474,329 | |||||||||||||||||
Robbin Gibbins Chief Financial Officer |
2021 | 196,924 | 128,472 | 872,739 | 3,771 | 1,201,906 | ||||||||||||||||||
Cary M. Paulette Vice President of Sales |
2021 | 249,847 | 165,021 | 999,172 | 7,331 | 1,421,371 |
(1) | For Ms. Weber, includes $48,726 in salary, $450,000 in “guaranteed payments” to partners from Biote and $973,804 in monthly distributions related to her ownership of Class AAAA Units. |
(2) | The amounts represent discretionary performance-based bonuses earned with respect to Biote’s 2021 fiscal year. |
(3) | Messrs. Gibbins and Paulette were granted Phantom Equity Awards in 2019 and 2020, respectively, which were modified on January 1, 2021. Pursuant to SEC rules, the values shown in this column represent the incremental fair value of the Phantom Equity Awards incurred on January 1, 2021 in accordance with ASC 718. |
(4) | The amounts in this column represent Biote’s matching contributions to the named executive officer’s 401(k) plan account and life insurance premiums. |
(5) | For Ms. Weber, the amounts in this column also include reimbursements for participation in certain professional association activities incurred for our year ended December 31, 2021. |
Stock Awards |
||||||||||||
Name |
Grant Date |
Number of Shares or Units that Have Not Vested (#) |
Market Value of Shares or Units that Have Not Vested ($) (1) |
|||||||||
Teresa Weber Chief Executive Officer |
4/1/2019 | 30,396 | (2) |
15,526,623 | ||||||||
Robbin Gibbins Chief Financial Officer |
5/6/2019 | 295,000 | (3) |
2,204,614 | ||||||||
Cary M. Paulette Vice President of Sales |
3/26/2020 | 315,000 | (4) |
3,023,339 |
(1) | As no public market existed for the Incentive Unit Awards on December 31, 2021, the amounts in this column reflect the aggregate fair value of outstanding awards as of their modification date calculated in accordance with FASB ASC Topic 718. |
(2) | Represents unvested Class AAAA Units subject to an Incentive Unit Award agreement entered into with Biote as of April 1, 2019 and amended as of August 29, 2019, pursuant to which Ms. Weber was granted 30,396 Class AAAA Units. The Class AAAA Units vested in full in connection with the Closing of the Business Combination. |
(3) | Represents unvested interests subject to a Phantom Equity Rights Grant Notice and Award Agreement entered into with Biote as of May 6, 2019, as amended on January 1, 2021. Such award were satisfied by the issuance of 295,000 shares of Class A common stock, upon completion of each of four calendar quarters of continuous service following the Closing of the Business Combination. |
(4) | Represents unvested interests subject to a Phantom Equity Rights Grant Notice and Award Agreement entered into with Biote as of March 26, 2020, as amended on January 1, 2021. Such award will be satisfied by the issuance of 315,000 shares of Class A common stock, such shares to be issued upon completion of each of eight calendar quarters of continuous service following the Closing of the Business Combination. |
Name |
Stock Awards ($) (1) |
Total ($) (1) |
||||||
Marc D. Beer |
26,634,488 | (2) |
26,634,488 | |||||
Dana Jacoby |
380,265 | (3) |
380,265 | |||||
Mark Cone |
380,265 | (3) |
380,265 |
(1) | Represents the ASC 718 grant-date fair value of the award of Class AAAA Units of Biote and the Phantom Equity Awards. |
(2) | Represents a Class AAAA Unit of Biote intended to qualify as a “ profits interest ” for U.S. Federal tax purposes subject to an Incentive Unit Award Agreement, entered into with Biote as of May 30, 2021, pursuant to which Mr. Beer acquired one Class AAAA Unit. The Class AAAA Unit vested in full in connection with the Closing of the Business Combination. This award converted into 3,832,476 shares of Class V voting stock and 3,832,476 Biote Units (each including 654,387 Earnout Shares) upon the Closing. Mr. Beer’s award of Class AAAA Units was granted in order to reflect his significant role with Biote as Chairman, and expected contributions in advising Biote in connection with, and in preparation for, a potential corporate transaction. Mr. Beer’s award was approved by disinterested members of the Board of Managers of Biote. |
(3) | Represents a Phantom Equity Award granted pursuant to a Phantom Equity Rights Grant Notice and Award Agreement entered into with Biote as of January 1, 2021. Such award will be satisfied by the issuance to the individual of 39,375 shares of Class A common stock, such shares to be issued upon completion of each of four calendar quarters of continuous service following the Closing of the Business Combination. |
• | HYAC or Biote has been or is to be a participant; |
• | the amounts involved exceeded or exceeds the lesser of (i) $120,000 or (ii) one percent of the average of our total assets on a consolidated basis at year end for the past two fiscal years; and |
• | any of our directors, executive officers or holders of more than five percent of our outstanding capital stock, or any immediate family member of, or person sharing the household with, any of these individuals or entities, had or will have a direct or indirect material interest. |
• | each person who is known by the Company to be the beneficial owner of more than five percent (5%) of the outstanding shares of Common Stock; |
• | each of the Company’s executive officers and directors; and |
• | all executive officers and directors of the Company as a group. |
Name of Beneficial Owners (1) |
Number of Shares Beneficially Owned |
Percentage of Outstanding Common Stock |
||||||
Directors and Executive Officers: |
||||||||
Steven J. Heyer (2) |
12,704,166 | 18.4 | % | |||||
Andrew R. Heyer (2) |
12,704,166 | 18.4 | % | |||||
Dana Jacoby |
— | — | ||||||
Marc D. Beer |
3,832,476 | 5.7 | % | |||||
Mark Cone |
— | — | ||||||
Teresa S. Weber |
3,832,476 | 5.7 | % | |||||
Robbin Gibbins |
— | — | ||||||
Joe Butler |
— | — | ||||||
Richard K. Key |
— | — | ||||||
Cary Paulette |
— | — | ||||||
Ross McQuivey, M.D. |
— | — | ||||||
Mary Elizabeth Conlon |
— | — | ||||||
Ed Orlandi |
— | — | ||||||
Jennifer Schimmel |
— | — | ||||||
Jade Beutler |
— | — | ||||||
All directors and executive officers as a group (15 individuals) |
20,369,118 | 28.9 | % | |||||
Five Percent Holders: |
||||||||
Haymaker Sponsor III LLC (2) |
12,704,166 | 18.4 | % | |||||
Dr. Gary Donovitz (3) |
23,343,672 | 34.5 | % | |||||
Donovitz Family Irrevocable Trust (4) |
23,343,672 | 34.5 | % |
(1) | Unless otherwise stated, the business address of each of these entities or individuals is 1875 W Walnut Hill Ln #100, Irving, TX 75038, United States. |
(2) | Consists of: (i) 7,137,500 shares of Class A common stock and (ii) 5,566,666 shares of Class A common stock underlying the Private Placement Warrants. Haymaker Sponsor III LLC (the “Sponsor”) is the record holder of the shares reported herein. Steven J. Heyer and Andrew R. Heyer are the managing members of the Sponsor and have voting and investment discretion with respect to the securities held of record by the Sponsor and may be deemed to have shared beneficial ownership of the securities held directly by the Sponsor. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. The address of the Sponsor is 501 Madison Ave., Floor 5, New York, NY 10022. |
(3) | Consists of: (i) 848,726 shares held by BioTE Management, LLC, of which Dr. Donovitz is the sole member; and (ii) 22,494,946 shares held by the Gary S. Donovitz 2012 Irrevocable Trust (formerly Marci M. Donovitz Trust), of which Gary S. Donovitz is the trustee. Dr. Donovitz exercises sole voting and dispositive power over the shares held by the trust. The business address of BioTE Management, LLC is 1875 W Walnut Hill Ln #100, Irving, TX 75038, United States. The business address of the Gary S. Donovitz 2012 Irrevocable Trust (formerly Marci M. Donovitz Trust) is 1875 W Walnut Hill Ln #100, Irving, TX 75038, United States. |
(4) | Consists of 23,343,672 shares held by the Donovitz Family Irrevocable Trust and beneficial owner, of which Marci Donovitz is the trustee. The address of the Donovitz Family Irrevocable Trust is Synergy Wealth Partners, 600 N Shepherd Drive, Suite 200, Houston, TX 77007. |
Number of Shares of Common Stock Beneficially Owned |
Maximum Number of Shares of Common Stock Being Offered |
Shares of Common Stock Beneficially Owned After the Offered Shares of Common Stock are Sold |
||||||||||||||||||
Name of Selling Securityholder |
Number (1) |
Percent (2) |
Number (1) |
Percent (2) |
||||||||||||||||
YA II PN, LTD. (4) |
25,000 | * | 5,000,000 | — | — |
* | Less than one percent. |
(1) | Represents the 25,000 shares of Common Stock we issued to Yorkville on July 27, 2022 as Commitment Shares in consideration for entering into the Purchase Agreement with us. In accordance with Rule 13d-3(d) under the Exchange Act, we have excluded from the number of shares beneficially owned prior to the offering all of the shares that Yorkville may be required to purchase under the Purchase Agreement, because the issuance of such shares is at our discretion and is subject to conditions contained in the Purchase Agreement, the satisfaction of which are entirely outside of Yorkville’s control, including the registration statement that includes this prospectus becoming and remaining effective. Furthermore, the Advances of Common Stock under the Purchase Agreement are subject to certain agreed upon maximum amount limitations set forth in the Purchase Agreement. Also, the Purchase Agreement prohibits us from issuing and selling any shares of our Common Stock to Yorkville to the extent such shares, when aggregated with all other shares of our Common Stock then beneficially owned by Yorkville, would cause Yorkville’s beneficial ownership of our Common Stock to exceed the 4.99% Beneficial Ownership Limitation. |
(2) | Applicable percentage ownership is based on 67,727,595 shares of our Common Stock outstanding as of July 28, 2022 (excluding the Commitment Shares). |
(3) | Assumes the sale of all shares being offered pursuant to this prospectus. |
(4) | Yorkville is a fund managed by Yorkville Advisors Global, LP (“Yorkville LP”). Yorkville Advisors Global II, LLC (“Yorkville LLC”) is the General Partner of Yorkville LP. All investment decisions for YA II PN, LTD are made by Yorkville LLC’s President and Managing Member, Mr. Mark Angelo. The business address of YA is 1012 Springfield Avenue, Mountainside, NJ 07092. |
• | in whole and not in part; |
• | at a price of $0.01 per warrant; |
• | upon a minimum of 30 days’ prior written notice of redemption (the “ 30-day redemption period |
• | if, and only if, the closing price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Warrants—Public Stockholders’ Warrants—Anti-Dilution Adjustments”) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrantholders. |
• | in whole and not in part; |
• | at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares of the Class A common stock to be determined by reference to the table below, based on the redemption date and the “fair market value” of shares of the Class A common stock (as defined below) except as otherwise described below; |
• | if, and only if, the closing price of shares of the Class A common stock equals or exceeds $10.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Warrants—Public Stockholders’ Warrants—Anti-Dilution Adjustments”) for any 20 trading days within the 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrantholders; and |
• | if the closing price of the Class A common stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Warrants—Public Stockholders’ Warrants—Anti-Dilution Adjustments”), the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above. |
Redemption Date (period to expiration of warrants) |
Fair Market Value of Shares of our Class A common stock |
|||||||||||||||||||||||||||||||||||
≤ $10.00 |
$11.00 |
$12.00 |
$13.00 |
$14.00 |
$15.00 |
$16.00 |
$17.00 |
≥ $18.00 |
||||||||||||||||||||||||||||
60 months |
0.237 | 0.259 | 0.278 | 0.295 | 0.311 | 0.325 | 0.338 | 0.350 | 0.361 | |||||||||||||||||||||||||||
57 months |
0.233 | 0.255 | 0.275 | 0.293 | 0.309 | 0.324 | 0.338 | 0.350 | 0.361 | |||||||||||||||||||||||||||
54 months |
0.229 | 0.251 | 0.272 | 0.291 | 0.307 | 0.323 | 0.337 | 0.350 | 0.361 | |||||||||||||||||||||||||||
51 months |
0.225 | 0.248 | 0.269 | 0.288 | 0.305 | 0.321 | 0.336 | 0.349 | 0.361 | |||||||||||||||||||||||||||
48 months |
0.220 | 0.243 | 0.265 | 0.285 | 0.303 | 0.320 | 0.335 | 0.349 | 0.361 | |||||||||||||||||||||||||||
45 months |
0.214 | 0.239 | 0.261 | 0.282 | 0.301 | 0.318 | 0.334 | 0.348 | 0.361 | |||||||||||||||||||||||||||
42 months |
0.208 | 0.234 | 0.257 | 0.278 | 0.298 | 0.316 | 0.333 | 0.348 | 0.361 | |||||||||||||||||||||||||||
39 months |
0.202 | 0.228 | 0.252 | 0.275 | 0.295 | 0.314 | 0.331 | 0.347 | 0.361 | |||||||||||||||||||||||||||
36 months |
0.195 | 0.222 | 0.247 | 0.271 | 0.292 | 0.312 | 0.330 | 0.346 | 0.361 | |||||||||||||||||||||||||||
33 months |
0.187 | 0.215 | 0.241 | 0.266 | 0.288 | 0.309 | 0.328 | 0.345 | 0.361 | |||||||||||||||||||||||||||
30 months |
0.179 | 0.208 | 0.235 | 0.261 | 0.284 | 0.306 | 0.326 | 0.345 | 0.361 | |||||||||||||||||||||||||||
27 months |
0.170 | 0.199 | 0.228 | 0.255 | 0.280 | 0.303 | 0.324 | 0.343 | 0.361 | |||||||||||||||||||||||||||
24 months |
0.159 | 0.190 | 0.220 | 0.248 | 0.274 | 0.299 | 0.322 | 0.342 | 0.361 | |||||||||||||||||||||||||||
21 months |
0.148 | 0.179 | 0.210 | 0.240 | 0.268 | 0.295 | 0.319 | 0.341 | 0.361 | |||||||||||||||||||||||||||
18 months |
0.135 | 0.167 | 0.200 | 0.231 | 0.261 | 0.289 | 0.315 | 0.339 | 0.361 | |||||||||||||||||||||||||||
15 months |
0.120 | 0.153 | 0.187 | 0.220 | 0.253 | 0.283 | 0.311 | 0.337 | 0.361 | |||||||||||||||||||||||||||
12 months |
0.103 | 0.137 | 0.172 | 0.207 | 0.242 | 0.275 | 0.306 | 0.335 | 0.361 | |||||||||||||||||||||||||||
9 months |
0.083 | 0.117 | 0.153 | 0.191 | 0.229 | 0.266 | 0.300 | 0.332 | 0.361 | |||||||||||||||||||||||||||
6 months |
0.059 | 0.092 | 0.130 | 0.171 | 0.213 | 0.254 | 0.292 | 0.328 | 0.361 | |||||||||||||||||||||||||||
3 months |
0.030 | 0.060 | 0.100 | 0.145 | 0.193 | 0.240 | 0.284 | 0.324 | 0.361 | |||||||||||||||||||||||||||
0 months |
— | — | 0.042 | 0.115 | 0.179 | 0.233 | 0.281 | 0.324 | 0.361 |
• | a stockholder who owns 15% or more of our outstanding voting stock (otherwise known as an “interested stockholder”); |
• | an Affiliate of an interested stockholder; or |
• | an associate of an interested stockholder, for three years following the date that the stockholder became an interested stockholder. |
• | our Board approves the transaction that made the stockholder an “interested stockholder,” prior to the date of the transaction; |
• | after the completion of the transaction that resulted in the stockholder becoming an interested stockholder, that stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced, other than statutorily excluded shares of common stock; or |
• | on or subsequent to the date of the transaction, the business combination is approved by our Board and authorized at a meeting of our stockholders, and not by written consent, by an affirmative vote of at least two-thirds of the outstanding voting stock not owned by the interested stockholder. |
• | 1% of the total number of shares of Class A common stock then outstanding, or 317,500 shares as of the date of this registration statement; or |
• | the average weekly reported trading volume of the Class A common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale. |
• | the issuer of the securities that was formerly a shell company has ceased to be a shell company; |
• | the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; |
• | the issuer of the securities has filed all Exchange Act reports and materials required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Current Reports on Form 8-K; and |
• | at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company. |
• | an individual who is a U.S. citizen or resident of the United States, as determined for U.S. federal income tax purposes; |
• | a corporation or other entity treated as a corporation for United States federal income tax purposes created in, or organized under the law of, the United States or any state or political subdivision thereof; |
• | an estate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source; or |
• | a trust (A) the administration of which is subject to the primary supervision of a United States court and which has one or more United States persons (within the meaning of Section 7701(a)(30) of the Code) who have the authority to control all substantial decisions of the trust or (B) that has in effect a valid election under applicable U.S. Department of Treasury regulations (the “ Treasury Regulations |
• | a non-resident alien individual; |
• | a foreign corporation or |
• | an estate or trust that is not a U.S. Holder; |
• | the gain is effectively connected with the conduct of a trade or business by the non-U.S. Holder within the United States (and, if an applicable tax treaty so requires, is attributable to a U.S. permanent establishment or fixed base maintained by the non-U.S. Holder); |
• | the non-U.S. Holder is an individual who is present in the United States for 183 days or more in the taxable year of disposition and certain other conditions are met; or |
• | we are or have been a “ United States real property holding corporation non-U.S. Holder held our Class A common stock or Warrants and, in the case where shares of our Class A common stock are regularly traded on an established securities market, the non-U.S. Holder has owned, directly or constructively, more than 5% of our Class A common stock at any time within the shorter of the five-year period preceding the disposition or such Non-U.S. holder’s holding period for the shares of our Class A common stock. There can be no assurance that our Class A common stock will be treated as regularly traded on an established securities market for this purpose. |
• | ordinary brokers’ transactions; |
• | transactions involving cross or block trades; |
• | through brokers, dealers, or underwriters who may act solely as agents; |
• | “at the market” into an existing market for our Common Stock; |
• | in other ways not involving market makers or established business markets, including direct sales to purchasers or sales effected through agents; |
• | in privately negotiated transactions; or |
• | any combination of the foregoing. |
Page |
||||
Audited Financial Statements |
||||
F-2 |
||||
F-3 |
||||
F-4 |
||||
F-5 |
||||
F-6 |
||||
F-7 |
||||
Unaudited Financial Statements |
||||
F-31 |
||||
F-32 |
||||
F-33 |
||||
F-34 |
||||
F-35 |
Page |
||||
Audited Consolidated Financial Statements |
||||
F-60 |
||||
F-61 |
||||
F-62 |
||||
F-63 |
||||
F-64 |
||||
F-65 |
||||
Unaudited Financial Statements |
||||
F-85 |
||||
F-86 |
||||
F-87 |
||||
F-88 |
||||
F-89 |
/s/ Marcum LLP |
Marcum LLP |
December 31, 2021 |
December 31, 2020 |
|||||||
ASSETS |
||||||||
Current assets: |
||||||||
Cash |
$ | $ | ||||||
Due from Sponsor |
||||||||
Prepaid expenses |
||||||||
|
|
|
|
|||||
Total current assets |
||||||||
Deferred offering costs |
||||||||
Investments held in Trust Account |
||||||||
|
|
|
|
|||||
Total Assets |
$ |
$ |
||||||
|
|
|
|
|||||
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | $ | ||||||
Accrued expenses |
||||||||
Franchise tax payable |
||||||||
Sponsor note |
||||||||
|
|
|
|
|||||
Total current liabilities |
||||||||
Warrant liabilities |
||||||||
Deferred underwriting fee payable |
||||||||
|
|
|
|
|||||
Total Liabilities |
||||||||
|
|
|
|
|||||
Commitments and Contingencies (Note 6) |
||||||||
Class A common stock, $ |
||||||||
Stockholders’ (Deficit) Equity: |
||||||||
Preferred stock, $ |
— | — | ||||||
Class A common stock, $ |
— | — | ||||||
Class B common stock, $ |
||||||||
Additional paid-in capital |
||||||||
Accumulated deficit |
( |
) | ||||||
|
|
|
|
|||||
Total Stockholders’ (Deficit) Equity |
( |
) | ||||||
|
|
|
|
|||||
Total Liabilities and Stockholders’ (Deficit) Equity |
$ |
$ |
||||||
|
|
|
|
For the year ended December 31, 2021 |
For the period from July 6, 2020 (inception) through December 31, 2020 |
|||||||
Operating and formation costs |
$ | $ | ||||||
Franchise tax expense |
||||||||
|
|
|
|
|||||
Loss from operations |
( |
) | ||||||
Transaction costs allocated to warrant liabilities |
( |
) | ||||||
Net gain on investments held in Trust Account |
||||||||
Excess of private placement warrant fair value over purchase price |
( |
) | ||||||
Change in fair value of warrant liabilities |
||||||||
|
|
|
|
|||||
Net income |
$ | $ | ||||||
|
|
|
|
|||||
Basic and diluted weighted average shares outstanding, Class A common stock |
||||||||
|
|
|
|
|||||
Basic net income per share, Class A common stock |
$ | $ | ||||||
|
|
|
|
|||||
Diluted net income per share, Class A common stock |
$ | $ | ||||||
|
|
|
|
|||||
Basic weighted average shares outstanding, Class B common stock |
||||||||
|
|
|
|
|||||
Basic net income per share, Class B common stock |
$ | $ | ||||||
|
|
|
|
|||||
Diluted weighted average shares outstanding, Class B common stock |
$ | |||||||
|
|
|
|
|||||
Diluted net income per share, Class B common stock |
$ | $ | ||||||
|
|
|
|
Common Stock |
|
|
|
|||||||||||||||||||||||||
Class A |
Class B |
Additional Paid-in Capital |
Accumulated Deficit |
Total Stockholders’ Equity (Deficit) |
||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||
Balance, July 6, 2020 (Inception) |
$ | $ | $ | $ | $ | |||||||||||||||||||||||
Sale of Class B common stock to Sponsor |
— | — | — | |||||||||||||||||||||||||
Net income |
— | — | — | — | — | — | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance, December 31, 2020 |
$ | $ | $ | $ | ||||||||||||||||||||||||
Forfeiture of Class B common stock |
— | — | ( |
) | ( |
) | — | — | ||||||||||||||||||||
Remeasurement of Class A common stock to redemption amount |
— | — | — | — | ( |
) | ( |
) | ( |
) | ||||||||||||||||||
Net income |
— | — | — | — | — | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance, December 31, 2021 |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31, 2021 |
For the period from July 6, 2020 (inception) through December 31, 2020 |
|||||||
Cash Flows from Operating Activities: |
||||||||
Net income |
$ | $ | — | |||||
Adjustments to reconcile net income to net cash used in operating activities: |
||||||||
Transaction costs allocated to warrant liabilities |
— | |||||||
Net gain on investments held in Trust Account |
( |
) | — | |||||
Excess of private placement warrant fair value over purchase price |
— | |||||||
Change in fair value of warrant liabilities |
( |
) | — | |||||
Changes in operating assets and liabilities: |
||||||||
Due from Sponsor |
( |
) | ||||||
Prepaid expenses |
( |
) | — | |||||
Accounts payable |
||||||||
Accrued Expenses |
— | |||||||
Franchise tax payable |
— | |||||||
|
|
|
|
|||||
Net cash used in operating activities |
( |
) | — | |||||
|
|
|
|
|||||
Cash Flows from Investing Activities: |
||||||||
Cash deposited into Trust Account |
( |
) | — | |||||
|
|
|
|
|||||
Net cash used in investing activities |
( |
) | — | |||||
|
|
|
|
|||||
Cash Flows from Financing Activities: |
||||||||
Proceeds from initial public offering, net of underwriter’s discount paid |
||||||||
Proceeds from Sponsor note |
||||||||
Repayment of Sponsor note |
( |
) | — | |||||
Proceeds from sale of private placement warrants |
— | |||||||
Payment of offering costs |
( |
) | ( |
) | ||||
Proceeds from sale of Class B common stock to Sponsor |
||||||||
|
|
|
|
|||||
Net cash provided by financing activities |
||||||||
|
|
|
|
|||||
Increase in cash |
||||||||
Cash at beginning of period |
— | |||||||
|
|
|
|
|||||
Cash at end of period |
$ |
$ |
||||||
|
|
|
|
|||||
Supplemental disclosure of noncash investing and financing activities: |
||||||||
Deferred underwriting fee payable |
$ | $ | — | |||||
|
|
|
|
|||||
Initial classification of warrant liabilities |
$ | $ | — | |||||
|
|
|
|
|||||
Remeasurement of Class A common stock subject to possible redemption to redemption value |
$ | $ | — | |||||
|
|
|
|
|||||
Reclassification of deferred offering costs to equity upon completion of the initial public offering |
$ | $ | — | |||||
|
|
|
|
Gross proceeds from the Initial Public Offering |
$ | |||
Less: |
||||
Proceeds allocated to Public Warrants |
( |
) | ||
Issuance costs allocated to Class A common stock |
( |
) | ||
Plus: |
||||
Remeasurement of carrying value to redemption value |
||||
|
|
|||
Class A common stock subject to possible redemption—December 31, 2021 |
$ |
|||
|
|
For the Year ended December 31, 2021 |
For the Period from July 6, 2020 (inception) Through December 31, 2020 |
|||||||||||||||
Class A |
Class B |
Class A |
Class B |
|||||||||||||
Numerator: |
||||||||||||||||
Net income - Basic |
$ | $ | $ | |||||||||||||
Effect of dilutive securities: |
||||||||||||||||
Class B common stock subject to forfeiture |
( |
) | ||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net income - Diluted |
$ | $ | $ |
For the Year ended December 31, 2021 |
For the Period from July 6, 2020 (inception) Through December 31, 2020 |
|||||||||||||||
Class A |
Class B |
Class A |
Class B |
|||||||||||||
Denominator: |
||||||||||||||||
Weighted average shares outstanding - Basic |
||||||||||||||||
Effect of dilutive securities: |
||||||||||||||||
Class B common stock subject to forfeiture |
||||||||||||||||
Weighted average shares outstanding - Diluted |
||||||||||||||||
Basic net income per share |
$ | $ | $ | |||||||||||||
Diluted net income per share |
$ | $ | $ |
• | in whole and not in part; |
• | at a price of $ |
• | upon not less than “30-day redemption period”) to each warrant holder; |
• | if, and only if, the closing price of shares of our Class A common stock equals or exceeds $ |
• | if, and only if, the reported last sale price of the Class A common stock equals or exceeds $ |
Federal |
||||
Current |
$ | |||
Deferred |
( |
) | ||
State |
||||
Current |
||||
Deferred |
||||
Change in valuation allowance |
||||
|
|
|||
Income tax provision |
$ | — | ||
|
|
Deferred tax assets: |
||||
Start-up costs |
$ | |||
Net operating loss carryforwards |
||||
|
|
|||
Total deferred tax assets |
||||
Valuation allowance |
( |
) | ||
Deferred tax liabilities: |
||||
Unrealized gain on investments |
( |
) | ||
|
|
|||
Total deferred tax liabilities |
( |
) | ||
|
|
|||
Deferred tax assets, net of allowance |
$ | |||
|
|
For the year ended December 31, 2021 |
||||
Statutory federal income tax rate |
% | |||
State taxes, net of federal tax benefit |
% | |||
Loss on sale of Private Placement Warrants |
% | |||
Change in fair value of warrant liabilities |
( |
)% | ||
Non-deductible transaction costs |
% | |||
Non-deductible business combination expense |
% | |||
Change in valuation allowance |
% | |||
Income tax provision |
% | |||
Description |
Amount at Fair Value |
Level 1 |
Level 2 |
Level 3 |
||||||||||||
December 31, 2021 |
||||||||||||||||
Assets |
||||||||||||||||
Investments held in Trust Account: |
||||||||||||||||
Money Market investments |
$ | $ | $ | — | $ | — | ||||||||||
Liabilities |
||||||||||||||||
Warrant liability – Public Warrants |
$ | $ | $ | — | $ | — | ||||||||||
Warrant liability – Private Placement Warrants |
$ | $ | — | $ | — | $ |
At March 4, 2021 (Initial Measurement) |
||||
Stock Price on Valuation Date |
$ | |
||
Strike price (Exercise Price per Share) |
$ | |||
Probability of completing a Business Combination |
% | |||
Term (in years) |
||||
Volatility |
|
| ||
Risk-free rate |
% | |||
Fair value of warrants |
$ |
As of March 4, 2021 (Initial Measurement) |
As of December 31, 2021 |
|||||||
Stock price |
$ | $ | ||||||
Strike price |
$ | $ | ||||||
Probability of completing a Business Combination |
% | N/A | * | |||||
Dividend yield |
— | % | — | % | ||||
Term (in years) |
||||||||
Volatility |
% | % | ||||||
Risk-free rate |
% | % | ||||||
Fair value of warrants |
$ | $ |
* | The probability of completing a Business Combination is considered within the volatility implied by the traded price of the Public Warrants which is used to value the Private Placement Warrants. |
Fair value as of December 31, 2020 |
$ | — | ||
Initial measurement of Public Warrants and Private Placement Warrants as of March 4, 2021 |
||||
Additional warrants issued in over-allotment |
||||
Transfer of Public Warrants to Level 1 measurement |
( |
) | ||
Change in valuation inputs or other assumptions |
( |
) | ||
Fair value as of December 31, 2021 |
$ | |||
March 31, 2022 |
December 31, 2021 |
|||||||
ASSETS |
||||||||
Current assets: |
||||||||
Cash |
$ | $ | ||||||
Due from Sponsor |
||||||||
Prepaid expenses |
||||||||
|
|
|
|
|||||
Total current assets |
||||||||
Investments held in Trust Account |
||||||||
|
|
|
|
|||||
Total Assets |
$ |
$ |
||||||
|
|
|
|
|||||
LIABILITIES AND STOCKHOLDERS’ DEFICIT |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | $ | ||||||
Accrued expenses |
||||||||
Accrued expenses - related party |
||||||||
Franchise tax payable |
||||||||
Convertible promissory note - related party (at fair value) |
||||||||
|
|
|
|
|||||
Total current liabilities |
||||||||
Warrant liabilities |
||||||||
Deferred underwriting fee payable |
||||||||
|
|
|
|
|||||
Total Liabilities |
||||||||
|
|
|
|
|||||
Commitments and Contingencies (see Note 6) |
||||||||
Class A common stock, $ |
||||||||
Stockholders’ Deficit: |
||||||||
Preferred stock, $ |
||||||||
Class A common stock, $ |
||||||||
Class B common stock, $ |
||||||||
Additional paid-in capital |
||||||||
Accumulated deficit |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Total Stockholders’ Deficit |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Total Liabilities and Stockholders’ Deficit |
$ |
$ |
||||||
|
|
|
|
For the Three Months Ended March 31, |
||||||||
2022 |
2021 |
|||||||
Operating and formation costs |
$ | $ | ||||||
Franchise tax expense |
||||||||
|
|
|
|
|||||
Loss from operations |
( |
) | ( |
) | ||||
Transaction costs allocated to warrant liabilities |
( |
) | ||||||
Unrealized gain on investments held in Trust Account |
||||||||
Excess of private placement warrant fair value over purchase pric e |
( |
) | ||||||
Change in fair value of convertible promissory note - related party |
( |
) | ||||||
Change in fair value of warrant liabilities |
||||||||
|
|
|
|
|||||
Net income (loss) |
$ | $ | ( |
) | ||||
|
|
|
|
|||||
Basic and diluted weighted average shares outstanding, Class A common stock |
||||||||
|
|
|
|
|||||
Basic and diluted net income (loss) per share, Class A common stock |
$ | $ | ( |
) | ||||
|
|
|
|
|||||
Basic and diluted weighted average shares outstanding, Class B common stock |
||||||||
|
|
|
|
|||||
Basic and diluted net income (loss) per share, Class B common stock |
$ | $ | ( |
) | ||||
|
|
|
|
Common Stock |
||||||||||||||||||||||||||||
Class A |
Class B |
Additional Paid-in Capital |
Accumulated Deficit |
Total Stockholders’ Equity (Deficit) |
||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||
Balance, December 31, 2021 |
— |
$ |
— |
$ |
$ |
— |
$ |
( |
) |
$ |
( |
) | ||||||||||||||||
Proceeds received in excess of initial fair value of convertible promissory note - related party |
— |
— |
— |
— |
— |
|||||||||||||||||||||||
Net income |
— |
— |
— |
— |
— |
|||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance, March 31, 2022 |
— |
$ |
— |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock |
||||||||||||||||||||||||||||
Class A |
Class B |
Additional Paid-in Capital |
Accumulated Deficit |
Total Stockholders’ Equity (Deficit) |
||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||
Balance, December 31, 2020 |
— | $ | — | $ | $ | $ | — | $ | ||||||||||||||||||||
Forfeiture of Class B common stock |
— | — | ( |
) | ( |
) | — | — | ||||||||||||||||||||
Remeasurement of Class A common stoc k |
— | — | — | — | ( |
) | ( |
) | ( |
) | ||||||||||||||||||
Net loss |
— | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance, March 31, 2021 |
— | $ | — | $ | $ | — | $ | ( |
) | $ | ( |
) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended March 31, |
||||||||
2022 |
2021 |
|||||||
Cash Flows from Operating Activities: |
||||||||
Net income (loss) |
$ | $ | ( |
) | ||||
Adjustments to reconcile net income (loss) to net cash used in operating activities: |
||||||||
Transaction costs allocated to warrant liabilitie s |
||||||||
Unrealized gain on investments held in Trust Account |
( |
) | ( |
) | ||||
Excess of private placement warrant fair value over purchase price |
||||||||
Change in fair value of convertible promissory note - related party |
||||||||
Change in fair value of warrant liabilities |
( |
) | ( |
) | ||||
Changes in operating assets and liabilities: |
||||||||
Prepaid expenses |
( |
) | ||||||
Due from Sponsor |
||||||||
Accounts payable |
||||||||
Accrued expenses |
||||||||
Accrued expenses - related party |
||||||||
Franchise tax payable |
( |
) | ||||||
|
|
|
|
|||||
Net cash used in operating activities |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Cash Flows from Investing Activities: |
||||||||
Cash deposited into Trust Account |
( |
) | ||||||
Proceeds from Trust Account to pay taxes |
||||||||
|
|
|
|
|
|
|
|
|
Net cash used in investing activities |
( |
) | ||||||
|
|
|
|
|||||
Cash Flows from Financing Activities: |
||||||||
Proceeds from promissory note - related party |
||||||||
Proceeds from initial public offering, net of underwriting discount paid |
||||||||
Proceeds from Sponsor note |
||||||||
Repayment of Sponsor note |
( |
) | ||||||
Proceeds from sale of private placement warrants |
||||||||
Payment of offering costs |
( |
) | ||||||
|
|
|
|
|||||
Net cash provided by financing activities |
||||||||
|
|
|
|
|||||
Increase (decrease) in cash |
( |
) | ||||||
Cash at beginning of period |
||||||||
|
|
|
|
|||||
Cash at end of period |
$ |
$ |
||||||
|
|
|
|
|||||
Supplemental disclosure of noncash investing and financing activities: |
||||||||
Deferred underwriting fee payable |
$ | — | $ | |||||
|
|
|
|
|||||
Initial classification of warrant liabilities |
$ | — | $ | |||||
|
|
|
|
|||||
Remeasurement of Class A common stock subject to possible redemption to redemption value |
$ | — | $ | |||||
|
|
|
|
|||||
Reclassification of deferred offering costs to equity upon completion of the initial public offering |
$ | — | $ | |||||
|
|
|
|
|||||
Proceeds received in excess of initial fair value of convertible promissory note – related party |
$ |
$ |
— |
Gross proceeds from the Initial Public Offering |
$ | |||
Less: |
||||
Proceeds allocated to Public Warrants |
( |
) | ||
Issuance costs allocated to Class A common stock |
( |
) | ||
Plus: |
||||
Accretion of carrying value to redemption value |
||||
|
|
|||
Class A common stock subject to possible redemption |
$ |
|||
|
|
Three Months Ended March 31 |
||||||||||||||||
2022 |
2021 |
|||||||||||||||
Class A |
Class B |
Class A |
Class B |
|||||||||||||
Basic and diluted net income (loss) per share |
||||||||||||||||
Numerator: |
||||||||||||||||
Net income (loss) |
$ | $ | $ | ( |
) | $ | ( |
) | ||||||||
Denominator: |
||||||||||||||||
Basic and diluted weighted average shares outstanding |
||||||||||||||||
Basic and diluted net income (loss) per share |
$ | $ | $ | ( |
) | $ | ( |
) |
• | in whole and not in part; |
• | at a price of $ |
• | upon not less than “30-day redemption period”) to each warrant holder; |
• |
if, and only if, the closing price of shares of our Class A common stock equals or exceeds $ |
• | if, and only if, the reported last sale price of the Class A common stock equals or exceeds $ |
Description |
Amount at Fair Value |
Level 1 |
Level 2 |
Level 3 |
||||||||||||
March 31, 2022 |
||||||||||||||||
Assets |
||||||||||||||||
Investments held in Trust Account: |
||||||||||||||||
Money Market investments |
$ |
$ |
$ |
— |
$ |
— |
||||||||||
Liabilities |
||||||||||||||||
Warrant liability – Public Warrants |
$ |
$ |
$ |
— |
$ |
— |
||||||||||
Warrant liability – Private Placement Warrants |
$ |
$ |
— |
$ |
— |
$ |
||||||||||
Convertible promissory note - related party |
$ |
$ |
— |
$ |
— |
$ |
||||||||||
December 31, 2021 |
||||||||||||||||
Assets |
||||||||||||||||
Investments held in Trust Account: |
||||||||||||||||
Money Market investments |
$ |
$ |
$ |
— |
$ |
— |
||||||||||
Liabilities |
||||||||||||||||
Warrant liability – Public Warrants |
$ |
$ |
$ |
— |
$ |
— |
||||||||||
Warrant liability – Private Placement Warrants |
$ |
$ |
— |
$ |
— |
$ |
At March 4, 2021 (Initial Measurement) |
||||
Stock Price on Valuation Date |
$ | |||
Strike price (Exercise Price per Share) |
$ | |||
Probability of completing a Business Combination |
% | |||
Term (in years) |
||||
Volatility |
||||
Risk-free rate |
% | |||
Fair value per warrant |
$ |
As of March 31, 2022 |
As of December 31, 2021 |
|||||||
Stock price |
$ | $ | ||||||
Strike price |
$ | $ | ||||||
Probability of completing a Business Combination |
* | N/A | * | |||||
Dividend yield |
% | % | ||||||
Term (in years) |
||||||||
Volatility |
% | % | ||||||
Risk-free rate |
% | % | ||||||
Fair value per warrant |
$ | $ |
* | The probability of completing a Business Combination is considered within the volatility implied by the traded price of the Public Warrants which is used to value the Private Placement Warrants. |
As of March 31, 2022 |
As of February 14, 2022 (Initial Measurement) |
As of February 9, 2022 (Initial Measurement) |
As of February 4, 2022 (Initial Measurement) |
|||||||||||||
Warrant price |
$ | $ | $ | $ | ||||||||||||
Conversion price |
$ | $ | $ | $ | ||||||||||||
Expected term |
||||||||||||||||
Warrant volatility |
% | % | % | % | ||||||||||||
Risk free rate |
% | % | % | % | ||||||||||||
Discount rate |
% | % | % | % | ||||||||||||
Probability of completing initial Business Combination |
% | % | % | % | ||||||||||||
Fair value convertible promissory note - related party |
$ | $ | $ | $ |
Fair value as of December 31, 2020 |
$ | |||
Initial measurement of Public Warrants and Private Placement Warrants as of March 4, 2021 |
||||
Additional warrants issued in over-allotment |
||||
Transfer of Public Warrants to Level 1 measurement |
( |
) | ||
Change in valuation inputs or other assumptions |
( |
) | ||
|
|
|||
Fair value as of December 31, 2021 |
||||
Initial measurement of draw on convertible promissory note - related party on February 4, 2022 |
||||
Initial measurement of draw on convertible promissory note - related party on February 9, 2022 |
||||
Initial measurement of draw on convertible promissory note - related party on February 14, 2022 |
||||
Change in valuation inputs or other assumptions |
( |
) | ||
|
|
|||
Fair value as of March 31, 2022 |
$ | |||
|
|
December 31, |
||||||||
2021 |
2020 |
|||||||
Assets |
||||||||
Current assets: |
||||||||
Cash |
$ | $ | ||||||
Accounts receivable, net |
||||||||
Inventory, net |
||||||||
Other current assets |
||||||||
|
|
|
|
|||||
Total current assets |
||||||||
Property and equipment, net |
||||||||
Capitalized software, net |
||||||||
Operating lease right-of-use |
||||||||
|
|
|
|
|||||
Total assets |
$ | $ | ||||||
|
|
|
|
|||||
Liabilities and Members’ Equity (Deficit) |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | $ | ||||||
Accrued expenses |
||||||||
Note payable, current |
||||||||
Deferred revenue |
||||||||
Operating lease liabilities, current |
||||||||
|
|
|
|
|||||
Total current liabilities |
||||||||
Note payable, net of current portion |
||||||||
Deferred revenue, long-term |
||||||||
Operating lease liabilities, long-term |
||||||||
|
|
|
|
|||||
Total liabilities |
||||||||
Commitments and contingencies (See Note 12) |
||||||||
Members’ Equity (Deficit) |
||||||||
Class A, Class AA, and Class AAA, unlimited units authorized; |
||||||||
Class AAAA units, |
||||||||
Retained Earnings/(Accumulated deficit) |
( |
) | ||||||
Accumulated other comprehensive loss |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Total members’ equity (deficit) |
( |
) | ||||||
|
|
|
|
|||||
Total liabilities and members’ equity (deficit) |
$ | $ | ||||||
|
|
|
|
Years Ended December 31, |
||||||||||||
2021 |
2020 |
2019 |
||||||||||
Revenue |
||||||||||||
Product revenue |
$ | $ | $ | |||||||||
Service revenue |
||||||||||||
|
|
|
|
|
|
|||||||
Total revenue |
||||||||||||
Cost of revenue |
||||||||||||
(excluding depreciation and amortization included in selling, general, and administrative, below) |
||||||||||||
Cost of products |
||||||||||||
Cost of services |
||||||||||||
|
|
|
|
|
|
|||||||
Cost of revenue |
||||||||||||
Commissions |
||||||||||||
Marketing |
||||||||||||
Selling, general, and administrative |
||||||||||||
|
|
|
|
|
|
|||||||
Income from operations |
||||||||||||
Other income (expense): |
||||||||||||
Interest expense |
( |
) | ( |
) | ( |
) | ||||||
Other income (expense) |
( |
) | ( |
) | ||||||||
|
|
|
|
|
|
|||||||
Total other expense |
( |
) | ( |
) | ( |
) | ||||||
Income before provision for income taxes |
||||||||||||
|
|
|
|
|
|
|||||||
Income tax expense |
||||||||||||
|
|
|
|
|
|
|||||||
Net income |
$ | $ | $ | |||||||||
|
|
|
|
|
|
|||||||
Other comprehensive income: |
||||||||||||
Foreign currency translation adjustments |
( |
) | ( |
) | ||||||||
|
|
|
|
|
|
|||||||
Other comprehensive income (loss) |
( |
) | ( |
) | ||||||||
|
|
|
|
|
|
|||||||
Comprehensive income |
$ | $ | $ | |||||||||
|
|
|
|
|
|
|||||||
Earnings per common unit |
||||||||||||
Class A, AA, and AAA, basic and diluted |
$ | $ | $ | |||||||||
Weighted average common units outstanding |
||||||||||||
Class A, AA, and AAA, basic and diluted |
Class A, AA, and AAA |
Class AAAA |
Retained Earnings / (Accumulated Deficit) |
Accumulated Other Comprehensive Income (Loss) |
Total Members’ Equity (Deficit) |
||||||||||||||||||||||||
Units |
Amount |
Units |
Amount |
|||||||||||||||||||||||||
Balance at January 1, 2019 |
$ | $ | $ | $ | $ | |||||||||||||||||||||||
Vesting of incentive units |
— | — | — | — | — | — | ||||||||||||||||||||||
Distributions |
— | — | — | — | ( |
) | — | ( |
) | |||||||||||||||||||
Net income |
— | — | — | — | — | |||||||||||||||||||||||
Other comprehensive loss |
— | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance at January 1, 2020 |
$ | $ | $ | ( |
) | $ | ( |
) | $ | ( |
) | |||||||||||||||||
Vesting of incentive units |
— | — | — | — | — | — | — | |||||||||||||||||||||
Distributions |
— | — | — | — | ( |
) | — | ( |
) | |||||||||||||||||||
Net income |
— | — | — | — | — | |||||||||||||||||||||||
Other comprehensive loss |
— | — | — | — | — | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance at December 31, 2020 |
$ | $ | $ | ( |
) | $ | ( |
) | $ | ( |
) | |||||||||||||||||
Distributions |
— | — | — | — | ( |
) | — | ( |
) | |||||||||||||||||||
Net income |
— | — | — | — | — | |||||||||||||||||||||||
Other comprehensive income |
— | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance at December 31, 2021 |
$ | $ | $ | $ | ( |
) | $ | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
||||||||||||
2021 |
2020 |
2019 |
||||||||||
Operating Activities |
||||||||||||
Net income |
$ | $ | $ | |||||||||
Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||||||
Depreciation and amortization |
||||||||||||
Bad debt expense |
||||||||||||
Amortization of capitalized note payable issuance costs |
||||||||||||
Provision for obsolete inventory |
||||||||||||
Non-cash lease expense |
||||||||||||
Changes in operating assets and liabilities: |
||||||||||||
Accounts receivable |
( |
) | ( |
) | ( |
) | ||||||
Inventory |
( |
) | ( |
) | ||||||||
Other current assets |
( |
) | ( |
) | ||||||||
Accounts payable |
( |
) | ||||||||||
Deferred revenue |
( |
) | ( |
) | ||||||||
Accrued expenses |
( |
) | ||||||||||
Operating lease liabilities |
( |
) | ( |
) | ( |
) | ||||||
|
|
|
|
|
|
|||||||
Net cash provided by operating activities |
||||||||||||
Investing Activities |
||||||||||||
Purchases of property and equipment |
( |
) | ( |
) | ( |
) | ||||||
Purchases of capitalized software |
( |
) | ( |
) | ( |
) | ||||||
|
|
|
|
|
|
|||||||
Net cash used in investing activities |
( |
) | ( |
) | ( |
) | ||||||
Financing Activities |
||||||||||||
Borrowings on line of credit |
— | — | ||||||||||
Payments on line of credit |
— | — | ( |
) | ||||||||
Borrowings on note payable |
— | — | ||||||||||
Payments on note payable |
( |
) | ( |
) | ( |
) | ||||||
Note payable issuance costs |
— | — | ( |
) | ||||||||
Distributions |
( |
) | ( |
) | ( |
) | ||||||
Capitalized Transaction Costs |
( |
) | — | — | ||||||||
|
|
|
|
|
|
|||||||
Net cash used in financing activities |
( |
) | ( |
) | ( |
) | ||||||
Effect of exchange rate changes on cash and cash equivalents |
( |
) | ( |
) | ||||||||
|
|
|
|
|
|
|||||||
Net increase in cash and cash equivalents |
||||||||||||
Cash and cash equivalents at beginning of year |
||||||||||||
|
|
|
|
|
|
|||||||
Cash and cash equivalents at end of year |
$ | $ | $ | |||||||||
|
|
|
|
|
|
|||||||
Supplemental Disclosure of Cash Flow Information |
||||||||||||
Cash paid for interest |
$ | $ | $ | |||||||||
Cash paid for income taxes |
||||||||||||
Non-cash investing and financing activities |
||||||||||||
Capital expenditures in accounts payable and capital software |
$ | $ | $ |
As of December 31, 2018 |
$ | |||
Provisions charged to operating results |
( |
) | ||
Account write-off and recoveries |
( |
) | ||
|
|
|||
As of December 31, 2019 |
$ | ( |
) | |
Provisions charged to operating results |
( |
) | ||
Account write-off and recoveries |
||||
|
|
|||
As of December 31, 2020 |
$ | ( |
) | |
Provisions charged to operating results |
( |
) | ||
Account write-off and recoveries |
( |
) | ||
|
|
|||
As of December 31, 2021 |
$ | ( |
) | |
|
|
2021 |
2020 |
|||||||
Prepaid expenses |
$ | $ | ||||||
Advances |
||||||||
Capitalized transaction costs |
||||||||
|
|
|
|
|||||
Total other current assets |
$ | $ | ||||||
|
|
|
|
Estimated useful life (in years) | ||
Trocars |
||
Leasehold improvements |
life of the improvement | |
Office equipment |
||
Computer software (purchased) |
||
Furniture and fixtures |
||
Computer equipment |
December 31, |
||||||||||||||||||||||||
2021 |
2020 |
2019 |
||||||||||||||||||||||
Units |
Issued |
Outstanding |
Issued |
Outstanding |
Issued |
Outstanding |
||||||||||||||||||
Class A (Voting) |
||||||||||||||||||||||||
Class AA (Non-Voting) |
||||||||||||||||||||||||
Class AAA (Non-Voting) |
||||||||||||||||||||||||
Class AAAA (Non-Voting Incentive Units) |
||||||||||||||||||||||||
Total |
||||||||||||||||||||||||
(i) | First, to the Class A and Class AA members pro rata in accordance with their relative Sharing Percentages until the aggregate amount distributed is equal to $ |
(ii) | Next, to the Class A, Class AA, and Class AAA members pro rata in accordance with their relative Sharing Percentages until the aggregate amount distributed is equal to $ |
(iii) | Next, to the Class AA and Class AAA members, an amount equal to the product of (A) the total amount of net assets remaining to be distributed, multiplied by (B) such member’s Sharing Percentage; and |
(iv) | The balance, if any, to the Class A members. |
(i) | First, to the Class AA and Class AAA members, an amount equal to the product of (A) the total amount to be distributed (less amounts agreed to be paid to the Class AAAA members in accordance with (ii) below), multiplied by (B) such member’s Sharing Percentage; |
(ii) | Second to each Class AAAA member, in accordance with the terms of such member’s Grant Agreement; and |
(iii) | The balance, if any, to the Class A members. |
Balance at December 31, 2018 |
Change due to adoption of ASC 842 |
Adjusted Balance at January 1, 2019 |
||||||||||
Assets |
||||||||||||
Operating lease right-of-use |
$ | $ | $ | |||||||||
|
|
|||||||||||
Total increase to assets |
$ | |||||||||||
|
|
|||||||||||
Liabilities and Members’ Deficit |
||||||||||||
Accrued expenses |
$ | $ | ( |
) | $ | |||||||
Operating lease liabilities, current |
||||||||||||
Operating lease liabilities, long-term |
||||||||||||
|
|
|||||||||||
Total increase to liabilities and members’ deficit |
$ | |||||||||||
|
|
Financial Statement Caption |
Revenue Stream |
For the year ended December 31, |
||||||||||||
Product revenue: |
2021 |
2020 |
2019 |
|||||||||||
Pellet procedures | $ | $ | $ | |||||||||||
Dietary supplements | ||||||||||||||
Disposable trocars | ||||||||||||||
Shipping fees | ||||||||||||||
Total product revenue |
||||||||||||||
Service revenue: |
||||||||||||||
Training | $ | $ | $ | |||||||||||
Contract-term services | ||||||||||||||
Total service revenue |
||||||||||||||
Total revenue |
$ | $ | $ | |||||||||||
Financial Statement Caption |
Country |
For the year ended December 31, |
||||||||||||
Product revenue: |
2021 |
2020 |
2019 |
|||||||||||
United States | ||||||||||||||
All other | ||||||||||||||
Total product revenue |
||||||||||||||
Service revenue: |
||||||||||||||
United States | ||||||||||||||
All other | ||||||||||||||
Total service revenue |
||||||||||||||
Total revenue |
||||||||||||||
For the year ended December 31, |
||||||||||||||||||||||||
2021 |
2020 |
2019 |
||||||||||||||||||||||
Description of change |
Deferred Revenue |
Deferred Revenue, Long-term |
Deferred Revenue |
Deferred Revenue, Long-term |
Deferred Revenue |
Deferred Revenue, Long-term |
||||||||||||||||||
Revenue recognized that was included in the contract liability balance at the beginning of the period |
( |
) | ( |
) | ( |
) | ||||||||||||||||||
Increases due to cash received, excluding amounts recognized as revenue during the period: |
||||||||||||||||||||||||
Transfers between current and non-current liabilities due to the expected revenue recognition period: |
( |
) | ( |
) | ( |
) | ||||||||||||||||||
Other changes to the balance: |
— | — | — | — | — | — | ||||||||||||||||||
Total increase(decrease) in contract liabilities: |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | $ | ( |
) | ||||||||
For the year ended December 31, |
||||||||||||
2021 |
2020 |
2019 |
||||||||||
Unsatisfied training obligations - Current |
$ | $ | $ | |||||||||
Unsatisfied contract-term services - Current |
||||||||||||
Unsatisfied contract-term services - Long-term |
||||||||||||
Total allocated to unsatisfied contract-term services |
||||||||||||
Unsatisfied pellet procedures - Current |
||||||||||||
Unsatisfied pellet procedures - Long-term |
||||||||||||
Total allocated to unsatisfied pellet procedures |
||||||||||||
Total Deferred Revenue - Current |
$ | $ | $ | |||||||||
Total Deferred Revenue - Long-term |
$ | $ | $ | |||||||||
2021 |
2020 |
|||||||
Product Inventory - Pellets |
$ | $ | ||||||
Less: obsolete and expired pellet allowance |
( |
) | ( |
) | ||||
Product Inventory - Dietary supplements |
— | |||||||
Less: obsolete and expired dietary supplement allowance |
( |
) | — | |||||
— | ||||||||
Net Inventory |
$ | $ | ||||||
2021 |
2020 |
|||||||
Trocars |
$ | $ | ||||||
Leasehold improvements |
||||||||
Office equipment |
||||||||
Computer software |
||||||||
Furniture and fixtures |
||||||||
Computer equipment |
||||||||
Construction in process |
— | |||||||
Less: accumulated depreciation |
( |
) | ( |
) | ||||
$ | $ | |||||||
2021 |
2020 |
|||||||
Website costs |
$ | $ | ||||||
Development in process |
||||||||
Less: accumulated amortization |
( |
) | ( |
) | ||||
$ | $ | |||||||
2021 |
2020 |
|||||||
Accrued professional fees |
$ | $ | ||||||
Accrued employee related costs |
||||||||
Accrued merchant fees |
||||||||
Accrued interest |
||||||||
Legal accrual |
— | |||||||
Other |
||||||||
$ | $ | |||||||
2022 | $ | |||
2023 | ||||
2024 | ||||
|
|
|||
$ | ||||
|
|
Operating Leases |
The year ended December 31, |
|||||||||||
2021 |
2020 |
2019 |
||||||||||
Fixed lease expense |
$ | $ | ||||||||||
|
|
|
|
|
|
|||||||
Total lease cost |
$ | |||||||||||
|
|
|
|
|
|
|||||||
Other information: |
||||||||||||
Cash paid for amounts included in the measurement of lease liabilities |
$ | $ | $ |
Leases |
December 31 |
|||||||
2021 |
2020 |
|||||||
Assets |
||||||||
Operating lease right-of-use |
$ | $ | ||||||
Total lease assets |
$ | $ | ||||||
Liabilities |
||||||||
Current |
||||||||
Operating lease liabilities |
$ | $ | ||||||
Noncurrent |
||||||||
Operating lease liabilities |
||||||||
Total lease liabilities |
$ | $ | ||||||
Weighted-average remaining lease term—operating leases (years) |
||||||||
Weighted-average discount rate—operating leases |
% | % |
Maturity of Lease Liabilities |
The year ended December 31, 2021 |
|||
Operating Leases |
||||
2022 |
$ | |||
2023 |
||||
2024 |
||||
2025 |
||||
Thereafter |
||||
Total lease payments |
||||
Less: interest |
( |
) | ||
Present value of lease liabilities |
$ | |||
Year ended December 31, |
||||||||||||
2021 |
2020 |
2019 |
||||||||||
Net income (loss) per unit |
||||||||||||
Numerator |
||||||||||||
Net Income (loss) |
$ | $ | $ | |||||||||
Income allocated to participating securities |
||||||||||||
Numerator for basic net income (loss) per unit |
||||||||||||
Effect of dilutive securities on allocated net income to common units |
||||||||||||
Class A, AA, and AAA |
||||||||||||
Numerator for diluted net income (loss) per unit |
||||||||||||
Denominator (Weighted average units outstanding) |
||||||||||||
Class A, AA, and AAA |
||||||||||||
Effect of dilutive securities on weighted average units outstanding |
||||||||||||
Class A, AA, and AAA |
||||||||||||
Denominator for diluted net income (loss) per weighted average common units |
||||||||||||
Net income (loss) per common unit |
||||||||||||
Class A, Class AA, and Class AAA |
||||||||||||
Basic and diluted |
$ | $ | $ | |||||||||
Basic and diluted weighted average common units outstanding |
||||||||||||
Percentage allocated to common members |
% | % | % |
March 31, |
December 31, |
|||||||
2022 |
2021 |
|||||||
(Unaudited) | ||||||||
Assets |
||||||||
Current assets: |
||||||||
Cash |
$ | $ | ||||||
Accounts receivable, net |
||||||||
Inventory, net |
||||||||
Other current assets |
||||||||
|
|
|
|
|||||
Total current assets |
||||||||
Property and equipment, net |
||||||||
Capitalized software, net |
||||||||
Operating lease right-of-use |
||||||||
|
|
|
|
|||||
Total assets |
$ | $ | ||||||
|
|
|
|
|||||
Liabilities and Members’ Equity (Deficit) |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | $ | ||||||
Accrued expenses |
||||||||
Note payable, current |
||||||||
Deferred revenue |
||||||||
Operating lease liabilities, current |
||||||||
|
|
|
|
|||||
Total current liabilities |
||||||||
Note payable, net of current portion |
||||||||
Deferred revenue, long-term |
||||||||
Operating lease liabilities, long-term |
||||||||
|
|
|
|
|||||
Total liabilities |
||||||||
Commitments and contingencies (See Note 12) |
||||||||
Members’ Equity (Deficit) |
||||||||
Class A, Class AA, and Class AAA, |
||||||||
Class AAAA units, |
||||||||
Retained Earnings |
||||||||
Accumulated other comprehensive loss |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Total members’ equity |
||||||||
|
|
|
|
|||||
Total liabilities and members’ equity (deficit) |
$ | $ | ||||||
|
|
|
|
Three Months Ended March 31, |
||||||||
2022 |
2021 |
|||||||
Revenue |
||||||||
Product revenue |
$ | $ | ||||||
Service revenue |
||||||||
|
|
|
|
|||||
Total revenue |
||||||||
Cost of revenue (excluding depreciation and amortization included in selling, general, and administrative, below) |
||||||||
Cost of products |
||||||||
Cost of services |
||||||||
|
|
|
|
|||||
Cost of revenue |
||||||||
Commissions |
||||||||
Marketing |
||||||||
Selling, general, and administrative |
||||||||
|
|
|
|
|||||
Income from operations |
||||||||
Other income (expense): |
||||||||
Interest expense |
( |
) | ( |
) | ||||
Other income |
||||||||
|
|
|
|
|||||
Total other expense |
( |
) | ( |
) | ||||
Income before provision for income taxes |
||||||||
Income tax expense |
||||||||
|
|
|
|
|||||
Net income |
$ | $ | ||||||
|
|
|
|
|||||
Other comprehensive income: |
||||||||
Foreign currency translation adjustments |
( |
) | ||||||
|
|
|
|
|||||
Other comprehensive income (loss) |
( |
) | ||||||
|
|
|
|
|||||
Comprehensive income |
$ | $ | ||||||
|
|
|
|
|||||
Earnings per common unit |
||||||||
Class A, AA, and AAA, basic and diluted |
$ | $ | ||||||
Weighted average common units outstanding |
||||||||
Class A, AA, and AAA, basic and diluted |
Class A, AA, and AAA |
Class AAAA |
Retained Earnings / (Accumulated Deficit) |
Accumulated Other Comprehensive Income (Loss) |
Total Members’ Equity (Deficit) |
||||||||||||||||||||||||
Units |
Amount |
Units |
Amount |
|||||||||||||||||||||||||
Balance at December 31, 2020 |
$ | $ | $ | ( |
) | $ | ( |
) | $ | ( |
) | |||||||||||||||||
Distributions |
— | — | — | — | ( |
) | — | ( |
) | |||||||||||||||||||
Net income |
— | — | — | — | — | |||||||||||||||||||||||
Other comprehensive income (loss) |
— | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance at March 31, 2021 |
$ | $ | $ | ( |
) | $ | ( |
) | $ | ( |
) | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance at December 31, 2021 |
$ | $ | $ | $ | ( |
) | $ | |||||||||||||||||||||
Distributions |
— | — | — | — | ( |
) | — | ( |
) | |||||||||||||||||||
Net income |
— | — | — | — | — | |||||||||||||||||||||||
Other comprehensive income (loss) |
— | — | — | — | — | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance at March 31, 2022 |
$ | $ | $ | $ | ( |
) | $ | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
||||||||
2022 |
2021 |
|||||||
Operating Activities |
||||||||
Net income |
$ | $ | ||||||
Adjustments to reconcile net income to net cash provided by operating activites: |
||||||||
Depreciation and amortization |
||||||||
Bad debt expense |
||||||||
Amortization of capitalized note payable issuance costs |
||||||||
Provision for obsolete inventory |
||||||||
Non-cash lease expense |
||||||||
Changes in operating assets and liabilities: |
||||||||
Accounts receivable |
( |
) | ( |
) | ||||
Inventory |
( |
) | ||||||
Other current assets |
( |
) | ( |
) | ||||
Accounts payble |
||||||||
Deferred revenue |
||||||||
Accrued expenses |
( |
) | ||||||
Operating lease liabilities |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Net cash provided by operating activities |
||||||||
Investing Activities |
||||||||
Purchases of property and equipment |
( |
) | ( |
) | ||||
Purchases of capitalized software |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Net cash used in investing activities |
( |
) | ( |
) | ||||
Financing Activities |
||||||||
Payments on note payable |
( |
) | ( |
) | ||||
Distributions |
( |
) | ( |
) | ||||
Capitalized Transaction Costs |
( |
) | ||||||
|
|
|
|
|||||
Net cash used in financing activities |
( |
) | ( |
) | ||||
Effect of exchange rate changes on cash and cash equivalents |
( |
) | ||||||
|
|
|
|
|||||
Net increase in cash and cash equivalents |
||||||||
Cash and cash equivalents at beginning of year |
||||||||
|
|
|
|
|||||
Cash and cash equivalents at end of year |
$ | $ | ||||||
|
|
|
|
|||||
Supplemental Disclosure of Cash Flow Information |
||||||||
Cash paid for interest |
$ | $ | ||||||
Cash paid for income taxes |
||||||||
Non-cash investing and financing activities |
||||||||
Capital expenditures in accounts payable and capital software |
$ | $ |
1. |
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION |
2. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
March 31, |
December 31, |
|||||||
2022 |
2021 |
|||||||
Prepaid Expenses |
$ | $ | ||||||
Advances |
||||||||
Capitalized Transaction Costs |
||||||||
|
|
|
|
|||||
Total Other Current Assets |
$ | $ | ||||||
|
|
|
|
March 31, |
December 31, |
|||||||||||||||
2022 |
2021 |
|||||||||||||||
Units |
Issued |
Outstanding |
Issued |
Outstanding |
||||||||||||
Class A (Voting) |
||||||||||||||||
Class AA (Non-Voting) |
||||||||||||||||
Class AAA (Non-Voting) |
||||||||||||||||
Class AAAA (Non-Voting Incentive Units) |
||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
||||||||||||||||
|
|
|
|
|
|
|
|
3. |
REVENUE RECOGNITION |
Financial Statement Caption |
Revenue Stream |
For the three months ended March 31, |
||||||||
Product revenue: |
2022 |
2021 |
||||||||
Pellet Procedures |
$ | $ | ||||||||
Nutraceuticals |
||||||||||
Disposable trocars |
||||||||||
Shipping fees |
||||||||||
Total product revenue |
||||||||||
Service revenue: |
||||||||||
Training |
$ | $ | ||||||||
Contract-term services |
||||||||||
Total service revenue |
||||||||||
Total revenue |
$ | $ | ||||||||
Financial Statement Caption |
Country |
For the three months ended March 31, |
||||||||
Product revenue: |
2022 |
2021 |
||||||||
United States |
||||||||||
All Other |
||||||||||
Total product revenue |
||||||||||
Service revenue: |
||||||||||
United States |
||||||||||
All Other |
||||||||||
Total service revenue |
||||||||||
Total revenue |
||||||||||
2022 |
2021 |
|||||||||||||||
Description of change |
Deferred Revenue |
Deferred Revenue, Long-term |
Deferred Revenue |
Deferred Revenue, Long-term |
||||||||||||
Revenue recognized that was included in the contract liability balance at the beginning of the period |
( |
) | ( |
) | ||||||||||||
Increases due to cash received, excluding amounts recognized as revenue during the period: |
||||||||||||||||
Transfers between current and non-current liabilities due to the expected revenue recognition period: |
( |
) | ( |
) | ||||||||||||
Other changes to the balance: |
— | — | — | — | ||||||||||||
Total increase(decrease) in contract liabilities: |
$ | $ | $ | $ | ( |
) | ||||||||||
March 31, 2022 |
December 31, 2021 |
|||||||
Unsatisfied training obligations - Current |
$ | $ | ||||||
Unsatisfied contract-term services - Current |
||||||||
Unsatisfied contract-term services - Long-term |
||||||||
Total allocated to unsatisfied contract-term services |
||||||||
Unsatisfied pellet procedures - Current |
||||||||
Unsatisfied pellet procedures - Long-term |
||||||||
Total allocated to unsatisfied pellet procedures |
||||||||
Total Deferred Revenue - Current |
$ | $ | ||||||
Total Deferred Revenue - Long-term |
$ | $ | ||||||
4. |
INVENTORY, NET |
March 31, 2022 |
December 31, 2021 |
|||||||
Product Inventory - Pellets |
$ | $ | ||||||
Less: obsolete and expired pellet allowance |
( |
) | ( |
) | ||||
Product Inventory - Nutraceuticals |
||||||||
Less: obsolete and expired nutraceutical allowance |
( |
) | ( |
) | ||||
Net Inventory |
$ | $ | ||||||
5. |
PROPERTY AND EQUIPMENT, NET |
March 31, 2022 |
December 31, 2021 |
|||||||
Trocars |
$ | $ | ||||||
Leasehold improvements |
||||||||
Office equipment |
||||||||
Computer software |
||||||||
Furniture and fixtures |
||||||||
Computer Equipment |
||||||||
Construction in process |
||||||||
Less: accumulated depreciation |
( |
) | ( |
) | ||||
$ | $ | |||||||
6. |
CAPITALIZED SOFTWARE, NET |
March 31, 2022 |
December 31, 2021 |
|||||||
Website costs |
$ | $ | ||||||
Development in Process |
||||||||
Less: accumulated amortization |
( |
) | ( |
) | ||||
$ | $ | |||||||
7. |
ACCRUED EXPENSES |
March 31, 2022 |
December 31, 2021 |
|||||||
Accrued professional fees |
$ | $ | ||||||
Accrued employee related costs |
||||||||
Accrued merchant fees |
||||||||
Accrued interest |
||||||||
Legal accrual |
||||||||
Other |
||||||||
$ | $ | |||||||
8. |
LONG-TERM DEBT |
2022 (remaining nine months) |
$ | |||
2023 |
||||
2024 |
||||
$ | ||||
9. |
UNIT-BASED COMPENSATION |
10. |
LEASES |
Operating Lease |
The three months ended March 31, |
|||||||
2022 |
2021 |
|||||||
Fixed lease expense |
$ | $ | ||||||
Total lease cost |
||||||||
Other information: |
||||||||
Cash paid for amounts included in the measurement of lease liabilities |
$ | $ |
Lease |
March 31, |
December 31 |
||||||
2022 |
2021 |
|||||||
Assets |
||||||||
Operating lease right-of-use |
$ | $ | ||||||
Total lease assets |
$ | $ | ||||||
Liabilities |
||||||||
Current |
||||||||
Operating lease liabilities |
$ | $ | ||||||
Noncurrent |
||||||||
Operating lease liabilities |
||||||||
Total lease liabilities |
$ | $ | ||||||
Weighted-average remaining lease term — operating leases (years) |
||||||||
Weighted-average discount rate — operating leases |
% | % |
Maturity of Lease Liabilities |
The three months ended March 31, 2022 |
|||
Operating Lease |
||||
2022 (remaining nine months) |
$ | |||
2023 |
||||
2024 |
||||
2025 |
||||
Thereafter |
||||
Total lease payments |
||||
Less: interest |
( |
) | ||
Present value of lease liabilities |
$ | |||
11. |
EARNINGS PER COMMON UNIT |
For the three months ended March 31, |
||||||||
2022 |
2021 |
|||||||
Net income per unit |
||||||||
Numerator |
||||||||
Net Income |
$ | $ | ||||||
Income allocated to participating securities |
||||||||
Numerator for basic net income per unit |
||||||||
Effect of dilutive securities on allocated net income to common units |
||||||||
Class A, AA, and AAA |
||||||||
Numerator for diluted net income per unit |
||||||||
Denominator (Weighted average units outstanding) |
||||||||
Class A, AA, and AAA |
||||||||
Effect of dilutive securities on weighted average units outstanding |
||||||||
Class A, AA, and AAA |
||||||||
Denominator for diluted net income per weighted average common units |
||||||||
Net income per common unit |
||||||||
Class A, Class AA, and Class AAA |
||||||||
Basic and diluted |
$ | $ | ||||||
Basic and diluted weighted average common units outstanding |
||||||||
Percentage allocated to common members |
% | % |
12. |
COMMITMENTS AND CONTINGENCIES |
13. |
RELATED-PARTY TRANSACTIONS |
14. |
SUBSEQUENT EVENTS |
• | The Company entered into a Second Amended and Restated Operating Agreement (the “A&R OA”), which, among other things, (i) provided for a recapitalization of the Company’s ownership structure into a single class of Class A common units, (ii) designated Haymaker as the sole manager of the Company, (iii) provides members with the right to exchange their Class A common units in the Company for shares of Class A common stock in Haymaker, and (iv) otherwise amended and restated the rights and preferences of the Company’s units. |
• | Haymaker acquired |
• | The Company entered into a tax receivable agreement (the “Tax Receivable Agreement”), which provides for, among other things, payment by Haymaker to the Company’s members of |
• | The Company entered into a new credit agreement (the “Credit Agreement”) which provides for (i) a $ |
• | On May 18, 2022, Biote Medical and Gary S. Donovitz, MD, the founder of BioTE Medical (the “Founder Advisor”), entered into a Founder Advisory Agreement, effective as of, and contingent upon, the Closing (the “Founder Advisory Agreement”). Pursuant to the Founder Advisory Agreement, the Founder Advisor will transition from an officer and manager of Biote Medical into the role of Founder Advisor and Senior Advisor (as defined in the Founder Advisory Agreement) as of the Closing. Pursuant to the Founder Advisory Agreement, Founder Advisor will provide strategic advisory services to Biote Medical for a period of four years, unless terminated earlier pursuant to the terms of the Founder Advisory Agreement, and will receive an annual fee equal to $ |
• | On May 18, 2022, Biote Medical entered into an Independent Contractor Agreement with Lani D. Consulting, a company affiliated with Lani Hammonds Donovitz, the wife of Gary S. Donovitz, MD, Biote’s founder and one of our five percent or greater shareholders (the “New Independent Contractor Agreement”). Immediately upon the Closing, the New Independent Contractor Agreement will replace the Independent Contractor Agreement, dated as of May 3, 2021, between Lani D. Consulting and Biote Medical. Pursuant to the New Independent Contractor Agreement, Lani D. Consulting will provide certain services to Biote Medical for a period of four years, unless terminated earlier pursuant to the terms of the New Independent Contractor Agreement, and will receive an annual fee equal to $ |
• | The Business Combination constituted a change in control or qualifying liquidity event with respect to the Company’s Class AAAA Incentive Units described in Note 9. As such, the Class AAAA Incentive Units vested and the Company recognized compensation expense of approximately $ |
• | The Business Combination constituted a change in control or qualifying liquidity event with respect to the Company’s Phantom Equity Rights described in Note 9. As such, the Company will recognize the awards total grant-date fair value of approximately $ |
Amount |
||||
SEC registration fee |
$1,812.29 | |||
Legal fees and expenses* |
125,000.00 | |||
Accounting fees and expenses* |
25,000.00 | |||
Printing fees* |
125,000.00 | |||
Miscellaneous fees and expenses* |
20,000 | |||
Total expenses |
$296,812.29 |
* | Estimated solely for the purposes of this Item 13. Actual expenses may vary. |
Item 14. |
Indemnification of Directors and Officers. |
Item 15. |
Recent Sales of Unregistered Securities. |
Item 16. |
Exhibits. |
* | Filed herewith. |
† | Certain portions of this exhibit have been omitted pursuant to Regulation S-K Item (601)(b)(10). |
+ | Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request. |
BIOTE CORP. | ||
/s/ Teresa S. Weber | ||
Name: | Teresa S. Weber | |
Title: | Chief Executive Officer |
Name |
Position |
Date | ||
/s/ Teresa S. Weber Teresa S. Weber |
Chief Executive Officer, Director | July 29, 2022 | ||
/s/ Robbin Gibbins Robbin Gibbins |
Chief Financial Officer | July 29, 2022 | ||
/s/ Marc D. Beer Marc D. Beer |
Director, Chair | July 29, 2022 | ||
/s/ Dana Jacoby Dana Jacoby |
Director | July 29, 2022 | ||
/s/ Mark Cone Mark Cone |
Director | July 29, 2022 | ||
/s/ Steven J. Heyer Steven J. Heyer |
Director | July 29, 2022 | ||
/s/ Andrew R. Heyer Andrew R. Heyer |
Director | July 29, 2022 |
Exhibit 5.1
Peter Byrne
+1 212 479 6778
pbyrne@cooley.com
July 29, 2022
biote Corp.
1875 W. Walnut Hill Ln.
Suite 100
Irving, TX 75038
biote Corp. Registration Statement on Form S-1
Ladies and Gentlemen:
We have acted as counsel to biote Corp., a Delaware corporation (the Company), with respect to certain matters in connection with the resale by the Company of (i) 25,000 shares (the Commitment Shares) of the Companys Class A common stock, par value $0.0001 per share (Common Stock), and (ii) up to 4,975,000 shares (the Advance Shares) of Common Stock, pursuant to a Registration Statement on Form S-1 (the Registration Statement) filed with the Securities and Exchange Commission (the Commission) under the Securities Act of 1933, as amended (the Act), the related prospectus included in the Registration Statement (the Prospectus). The Commitment Shares were Issued and the Advance Shares are to be sold by the Company pursuant to that certain Standby Equity Purchase Agreement, dated as of July 27, 2022 (the Purchase Agreement), by and between the Company and YA II PN, Ltd.
In connection with this opinion, we have examined and relied upon (a) the Registration Statement and the Prospectus, (b) the Purchase Agreement, (c) the Companys certificate of incorporation and bylaws, each as currently in effect, and (d) originals or copies certified to our satisfaction, of such records, documents, certificates, opinions, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies; the accuracy, completeness and authenticity of certificates of public officials and the due authorization, execution and delivery of all documents by all persons other than the Company where due execution and delivery are a prerequisite to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified such matters.
We have assumed (i) each sale of the Advance Shares will be duly authorized by the Board of Directors of the Company, a duly authorized committee thereof or a person or body pursuant to an authorization granted in accordance with Section 152 of the General Corporation Law of the State of Delaware (the DGCL) and (ii) that no more than 4,975,000 Advance Shares will be sold. We express no opinion to the extent that future issuances of securities of the Company and/or anti-dilution adjustments to outstanding securities of the Company cause the number of shares of Common Stock issuable under the Purchase Agreement to exceed the number of shares of Common Stock then available for issuance.
Our opinion herein is expressed solely with respect to the DGCL. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.
Cooley LLP 55 Hudson Yards, New York, NY 10001-2157
t: (212) 479-6000 f: (212) 479-6275 cooley.com
biote Corp.
July 29, 2022
Page Two
On the basis of the foregoing and in reliance thereon, and subject to the qualifications herein stated, we are of the opinion that (i) the Commitment Shares have been validly issued and are fully paid and nonassessable and (ii) the Advance Shares, when sold and issued in accordance with the Registration Statement, the Prospectus and the Purchase Agreement, will be validly issued, fully paid and nonassessable.
We consent to the reference to our firm under the caption Legal Matters in the Prospectus and to the filing of this opinion as an exhibit to the Registration Statement.
Very truly yours,
COOLEY LLP
By: | /s/ Peter Byrne | |
Peter Byrne |
Cooley LLP 55 Hudson Yards, New York, NY 10001-2157
t: (212) 479-6000 f: (212) 479-6275 cooley.com
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the use in this Registration Statement on Form S-1 of our report dated April 7, 2022, relating to the financial statements of BioTE Holdings, LLC and subsidiaries for the year ended December 31, 2021. We also consent to the reference to us under the heading Experts in such Registration Statement.
/s/ Deloitte & Touche LLP
Dallas, TX
July 29, 2022
Exhibit 23.2
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS CONSENT
We consent to the inclusion in this Registration Statement of biote Corp. (f/k/a Haymaker Acquisition Corp. III) on Form S-1 of our report dated April 6, 2022, which includes an explanatory paragraph as to the Companys ability to continue as a going concern, with respect to our audits of the financial statements of Haymaker Acquisition Corp. III as of December 31, 2021 and 2020 and for the year ended December 31, 2021 and for the period from July 6, 2020 (inception) through December 31, 2020, which report appears in the Prospectus, which is part of this Registration Statement. We also consent to the reference to our Firm under the heading Experts in such Prospectus.
/s/ Marcum LLP
Marcum LLP
Houston, TX
July 29, 2022
Exhibit 107
Calculation of Filing Fee Tables
Form S-1
(Form Type)
biote Corp.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
Security Type |
Security Class Title |
Fee or
Carry |
Amount Registered(1) |
Proposed Maximum Offering Price Per Share |
Maximum Aggregate Offering Price |
Fee Rate |
Amount of Registration | |||||||||
Fees to Be Paid |
Equity | Class A Common Stock, par value $0.0001 per share |
457(c) | 5,000,000(1) | $3.91(2) | $19,550,000 | 0.0000927 | $1,812.29 | ||||||||
Total Offering Amounts | $19,550,000 | |||||||||||||||
Total Fees Previously Paid | | |||||||||||||||
Total Fee Offsets | | |||||||||||||||
Net Fee Due | $1,812.29 |
(1) Consists of 25,000 shares of Class A common stock, par value $0.0001 per share (the Class A common stock) previously issued to the registrant by the selling securityholder named herein (the Selling Holder) and 4,975,000 shares of Class A common stock that are available to be issued and sold by biote Corp. to from time to time at the Companys election pursuant to a standby equity purchase agreement, dated as of July 27, 2022, between the Company and the Selling Holder, subject to satisfaction of the conditions set forth therein. Pursuant to Rule 416(a) promulgated under the U.S. Securities Act of 1933, as amended (the Securities Act), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends, or similar transactions.
(2) The proposed maximum offering price per share and the proposed maximum aggregate offering price have been estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rule 457(c) under the Securities Act using the average of the bid and asked prices as reported on the OTC Pink Open Market on July 25, 2022.