Biote (NASDAQ: BTMD) (the “Company,” “we” or “us”), a leading
solutions provider in preventive health care through the delivery
of personalized hormone therapy, today announced that it has
commenced an exchange offer (the “Offer”) and consent solicitation
(the “Consent Solicitation”) relating to its (i) 8,397,624
outstanding public warrants (the “Public Warrants”) to purchase
Class A common stock of the Company $0.0001 par value per share
(“Class A Common Stock”), which warrants trade on the Nasdaq Stock
Market (“Nasdaq”) under the symbol “BTMDW” and (ii) 5,106,508
private placement warrants (the “Private Placement Warrants” and,
together with the Public Warrants, the “Warrants”). The purpose of
the Offer and Consent Solicitation is to simplify the Company’s
capital structure and reduce the potential dilutive impact of the
warrants.
Until the Expiration Date (as defined below), we are offering to
the holders of Warrants the opportunity to receive 0.23 shares of
Class A Common Stock in exchange for each of our Public Warrants
tendered by the holder and exchanged pursuant to the Offer.
The Offer is being made to all Warrant holders. The Warrants are
governed by the warrant agreement, dated as of March 1, 2021 (the
“Warrant Agreement”), by and between the Company’s legal
predecessor, Haymaker Acquisition Corp. III, and Continental Stock
Transfer & Trust Company, a New York corporation, as warrant
agent. Our Class A Common Stock and Warrants (as defined herein) is
listed on the Nasdaq Stock Market LLC (“Nasdaq”) under the symbols
“BTMD” and “BTMDW,” respectively. As of May 9, 2023, a total of
13,504,132 Warrants (consisting of 8,397,624 Public Warrants and
5,106,508 Private Placement Warrants) were outstanding. Pursuant to
the Offer, we are offering up to an aggregate of 3,105,950 shares
of our Class A Common Stock in exchange for the Warrants.
Each Warrant holder whose Warrants are exchanged pursuant to the
Offer will receive 0.23 shares of our Class A Common Stock for each
Warrant tendered by such holder and exchanged. No fractional shares
of Class A Common Stock will be issued pursuant to the Offer. In
lieu of issuing fractional shares, any Warrant holder who would
otherwise have been entitled to receive fractional shares pursuant
to the Offer will, after aggregating all such fractional shares of
such holder, be paid in cash (without interest) in an amount equal
to such fractional part of a share multiplied by the last sale
price of our Class A Common Stock on Nasdaq on the last trading day
of the Offer Period (as defined below). Our obligation to complete
the Offer is not conditioned on the receipt of a minimum number of
tendered Warrants.
Concurrently with the Offer, we are also soliciting consents
(from holders of the Warrants (the “Consent Warrants”) to amend the
Warrant Agreement, which governs the Warrants, to permit the
Company to require that each Warrant that is outstanding upon the
closing of the Offer be converted into 0.207 shares of Class A
Common Stock, which is a ratio 10% less than the exchange ratio
applicable to the Offer (the “Warrant Amendment”). Pursuant to the
terms of the Warrant Agreement, all except certain specified
modifications or amendments require the vote or written consent of
holders of at least 50% of the Public Warrants and, solely with
respect to any amendment to the terms of the Private Placement
Warrants, at least 50% of the Private Placement Warrants.
Parties representing approximately 19.4% of the Public Warrants
and approximately 59.3% of the Private Placement Warrants have
agreed to tender their Warrants in the Offer and to consent to the
Warrant Amendment in the Consent Solicitation pursuant to tender
and support agreements (the “Tender and Support Agreements”).
A Warrant holder may not consent to the Warrant Amendment
without tendering your Consent Warrants in the Offer and you may
not tender such Warrants without consenting to the Warrant
Amendment. Warrant holders may revoke their consent at any time
prior to the Expiration Date (as defined below) by withdrawing the
Consent Warrants tendered in the Offer subject to the terms and
conditions set forth in the Prospectus/Offer to Exchange.
The Offer and Consent Solicitation is made solely pursuant to
the Registration Statement on Form S-4 (the “Prospectus/Offer to
Exchange”) and Schedule TO, each filed with the Securities and
Exchange Commission (“SEC”) on May 9, 2023, as well as the Letter
of Transmittal and Consent, which is filed as an exhibit to the
Prospectus/Offer to Exchange. The Offer and Consent Solicitation
will expire at one minute after 11:59 p.m., Eastern Standard Time,
on June 7, 2023, or such later time and date to which we may extend
(the period during which the Offer and Consent Solicitation is
open, giving effect to any withdrawal or extension, is referred to
as the “Offer Period,” and the date and time at which the Offer
Period ends is referred to as the “Expiration Date”).
We may withdraw the Offer and Consent Solicitation only if the
conditions to the Offer and Consent Solicitation are not satisfied
or waived prior to the Expiration Date. Promptly upon any such
withdrawal, we will return the tendered Warrants to the Warrant
holders (and the consent to the Warrant Amendment will be
revoked).
Warrant holders may tender some or all of their Warrants into
the Offer. Warrant holders wishing to tender Warrants in response
to the Offer and Consent Solicitation should follow the
instructions in the Prospectus/Offer to Exchange and the related
documents, including the Letter of Transmittal and Consent. If a
Warrant holder tenders their Warrants, they may withdraw their
tendered Warrants at any time before the Expiration Date and retain
them on their current terms or amended terms if the Warrant
Amendment is approved, by following the instructions in the
Prospectus/Offer to Exchange. In addition, tendered Warrants that
are not accepted by us for exchange by July 7, 2023, may thereafter
be withdrawn by tendering Warrant holders until such time as the
Warrants are accepted by us for exchange. If a Warrant holder
withdraws the tender of their Warrants, their consent to the
Warrant Amendment will be withdrawn as a result.
Warrants not exchanged for shares of our Class A Common Stock
pursuant to the Offer will remain outstanding subject to their
current terms or amended terms if the Warrant Amendment is
approved. We reserve the right to redeem any of the Warrants, as
applicable, pursuant to their current terms at any time, including
prior to the completion of the Offer and Consent Solicitation, and
if the Warrant Amendment is approved, we intend to require the
conversion of all Warrants to shares of Class A Common Stock as
provided in the Warrant Amendment. Our Warrants are currently
listed on the Nasdaq Stock Market under the symbol “BTMDW”;
however, our Warrants may be delisted if, following the completion
of the Offer and Consent Solicitation, the extent of public
distribution or the aggregate market value of the Warrants has
become so reduced as to make further listing inadvisable or
unavailable.
The Offer and Consent Solicitation is conditioned upon the
effectiveness of the registration statement on Form S-4, of which
the Prospectus/Offer to Exchange forms a part, that we filed with
the SEC regarding the shares of Class A Common Stock issuable upon
exchange of the Warrants pursuant to the Offer.
Our board of directors (the “Board”) has approved the Offer and
Consent Solicitation. However, neither we nor any of our
management, the Board, or the information agent, the exchange agent
for the Offer and Consent Solicitation is making any recommendation
as to whether Warrant holders should tender Warrants for exchange
in the Offer and, as applicable, consent to the Warrant Amendment
in the Consent Solicitation. Each Warrant holder must make its own
decision as to whether to exchange some or all of its Warrants and,
as applicable, consent to the Warrant Amendment. All questions
concerning the terms of the Offer and Consent Solicitation should
be directed to the Company.
All questions concerning exchange procedures and requests for
additional copies of the Prospectus/Offer to Exchange, the Letter
of Transmittal and Consent or the Notice of Guaranteed Delivery
should be directed to the information agent:
D.F. King & Co., Inc. 48 Wall Street, 22nd floor New York,
NY 10005 (877) 732-3614 (Toll Free) (212) 269-5550 (call collect)
Email: btmd@dfking.com
Roth Capital Partners is acting as financial advisor to the
Company in connection with the Offer and Consent Solicitation.
Important Additional Information Has Been Filed with the
SEC
Copies of the Schedule TO and Prospectus/Offer to Exchange will
be available free of charge at the website of the SEC at
www.sec.gov. Requests for documents may also be directed to D.F.
King & Co., Inc. at 48 Wall Street, 22nd floor, New York, NY
10005, (877) 732-3614 (Toll Free), (212) 269-5550 (call collect),
email: btmd@dfking.com.
This announcement is for informational purposes only and shall
not constitute an offer to purchase or a solicitation of an offer
to sell the Warrants or an offer to sell or a solicitation of an
offer to buy any shares of Class A Common Stock. The Offer is being
made only through Prospectus/Offer to Exchange and Schedule TO and
the complete terms and conditions of the Offer are set forth in the
Prospectus/Offer to Exchange and Schedule TO. Holders of the
Warrants are urged to read the Prospectus/Offer to Exchange and
Schedule TO carefully before making any decision with respect to
the Offer because they contain important information, including the
various terms of, and conditions to, the Offer.
Cautionary Statement Regarding Forward Looking
Statements
This press release contains certain forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. Some of the forward-looking statements can be identified
by the use of forward-looking words. Statements that are not
historical in nature, including the words “may,” “can,” “should,”
“will,” “estimate,” “plan,” “project,” “forecast,” “intend,”
“expect,” “hope,” “anticipate,” “believe,” “seek,” “target,”
“continue,” “could,” “might,” “ongoing,” “potential,” “predict,”
“would” and other similar expressions, are intended to identify
forward-looking statements. Forward-looking statements are
predictions, projections and other statements about future events
that are based on current expectations and assumptions and, as a
result, are subject to risks and uncertainties. Many factors could
cause actual results or developments to differ materially from
those expressed or implied by such forward-looking statements,
including but not limited to: the success of our dietary
supplements to attain significant market acceptance among clinics,
practitioners and their patients; our customers’ reliance on
certain third parties to support the manufacturing of bio-identical
hormones for prescribers; our and our customers’ sensitivity to
regulatory, economic, environmental and competitive conditions in
certain geographic regions; our ability to increase the use by
practitioners and clinics of the Biote Method at the rate that we
anticipate or at all; our ability to grow our business; the
significant competition we face in our industry; our limited
operating history; our ability to protect our intellectual
property; the heavy regulatory oversight in our industry; changes
in applicable laws or regulations; the inability to profitably
expand in existing markets and into new markets; the possibility
that we may be adversely impacted by other economic, business
and/or competitive factors; and future exchange and interest rates.
The foregoing list of factors is not exhaustive. You should
carefully consider the foregoing factors and the other risks and
uncertainties described in the “Risk Factors” section of Biote’s
Annual Report on Form 10-K for the fiscal year ended December 31,
2022 filed with the SEC on March 29, 2023, and other documents
filed by Biote from time to time with the SEC. These filings
identify and address other important risks and uncertainties that
could cause actual events and results to differ materially from
those contained in the forward-looking statements. Forward-looking
statements speak only as of the date they are made. Readers are
cautioned not to put undue reliance on forward-looking statements,
and Biote assumes no obligation and does not intend to update or
revise these forward-looking statements, whether as a result of new
information, future events, or otherwise. Biote does not give any
assurance that it will achieve its expectations.
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version on businesswire.com: https://www.businesswire.com/news/home/20230509006221/en/
(877) 732-3614 (Toll Free) (212) 269-5550 (call collect) Email:
btmd@dfking.com
Biote (NASDAQ:BTMD)
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