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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Haymaker Acquisition Corporation III | NASDAQ:HYAC | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 9.02 | 7.11 | 9.50 | 0 | 01:00:00 |
As filed with the Securities and Exchange Commission on April 24, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
biote Corp.
(Exact name of registrant as specified in its charter)
Delaware | 85-1791125 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S Employer Identification No.) | |
1875 W. Walnut Hill Ln #100 Irving, Texas |
75038 | |
(Address of Principal Executive Offices) | (Zip Code) |
biote Corp. 2022 Equity Incentive Plan
biote Corp. 2022 Employee Stock Purchase Plan
(Full Title of the Plan)
Teresa S. Weber
Chief Executive Officer
biote Corp.
1875 W. Walnut Hill Ln #100
Irving, TX 75038
(Name and address of agent for service)
Tel: (312) 212-8079
(Telephone number, including area code, of agent for service)
Copies to:
Ryan Sansom
Peter Byrne
Cooley LLP
500 Boylston Street
Boston, MA 02116-3736
Tel: (617) 937-2300
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act:
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
Emerging growth company | ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Pursuant to General Instruction E of Form S-8, biote Corp. (the Registrant) is filing this Registration Statement with the Securities and Exchange Commission (the Commission) to register (i) an additional 4,498,916 shares of Class A common stock, par value $0.0001 (the common stock), under the biote Corp. 2022 Equity Incentive Plan (the 2022 Plan) and (ii) an additional 797,724 shares of common stock under the biote Corp. 2022 Employee Stock Purchase Plan (the 2022 ESPP and together with the 2022 Plan, the Plans), in each case pursuant to the provisions of each Plan which provide for annual automatic increases in the number of shares of common stock reserved for issuance under such Plan. In accordance with the instructional note to Part I of Form S-8 as promulgated by the Commission, the information specified by Part I of the Form S-8 has been omitted from this Registration Statement. Pursuant to General Instruction E to Form S-8, the contents of Registrants registration statement on Form S-8 (File No. 333-266490), previously filed with the Commission on August 3, 2022, are incorporated herein by reference, except that the provisions contained in Part II of such earlier Registration Statement are modified as set forth in this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Commission are hereby incorporated by reference in this Registration Statement:
(a) | the Registrants annual report on Form 10-K for the fiscal year ended December 31, 2022 filed with the Commission on March 29, 2023; |
(b) | the Registrants current reports on Form 8-K filed with the Commission on February 22, 2023 and March 24, 2023; and |
(c) | the description of the Registrants securities contained in the registration statement on Form 8-A (File No. 333-265714) filed with the Commission on February 26, 2021 and any amendment or report filed with the Commission for the purpose of updating the description. |
All reports and other documents filed by the registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act), other than current reports furnished under Item 2.02 and Item 7.01 of Form 8-K and any exhibits furnished on such form that relate to such items, after the date of this registration statement, and prior to the filing of a post-effective amendment that indicates that all securities offered hereby have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this registration statement from the date of filing of such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not constitute a part of this registration statement, except as so modified or superseded.
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Item 8. Exhibits.
2
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8, and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irving, Texas on April 24, 2023.
biote Corp. | ||
By: | /s/ Teresa S. Weber | |
Name: | Teresa S. Weber | |
Title: | Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Teresa S. Weber and Samar Kamdar, as his or her true and lawful attorney-in-fact, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments including post-effective amendments to this registration statement and any and all registration statements filed pursuant to Rule 462 under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, hereby ratifying and confirming all that said attorney-in-fact or his substitute, each acting alone, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
Name | Position | Date | ||
/s/ Teresa S. Weber Teresa S. Weber |
Chief Executive Officer, Director | April 24, 2023 | ||
/s/ Samar Kamdar Samar Kamdar |
Chief Financial Officer | April 24, 2023 | ||
/s/ Marc D. Beer Marc D. Beer |
Director, Chair | April 24, 2023 | ||
/s/ Dana Jacoby Dana Jacoby |
Director | April 24, 2023 | ||
/s/ Mark Cone Mark Cone |
Director | April 24, 2023 | ||
/s/ Steven J. Heyer Steven J. Heyer |
Director | April 24, 2023 | ||
/s/ Andrew R. Heyer Andrew R. Heyer |
Director | April 24, 2023 | ||
/s/ Debra L. Morris Debra L. Morris |
Director | April 24, 2023 |
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