What changed in biote Corp.'s 10-K — 2024 vs 2025
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Paragraph-level year-over-year comparison of biote Corp.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.
+133 added−155 removedSource: 10-K (2026-03-13) vs 10-K (2025-03-14)
Top changes in biote Corp.'s 2025 10-K
133 paragraphs added · 155 removed · 91 edited across 2 sections
- Item 6. [Reserved]+99 / −100 · 68 edited
- Item 1C. Cybersecurity+34 / −55 · 23 edited
Item 1C. Cybersecurity
Cybersecurity — threats and controls disclosure
23 edited+11 added−32 removed27 unchanged
Item 1C. Cybersecurity
Cybersecurity — threats and controls disclosure
23 edited+11 added−32 removed27 unchanged
2024 filing
2025 filing
Biggest changeIts opening brief was filed on February 24, 2025. Donovitz’s response is currently due on March 17, 2025. Donovitz has filed a request to appeal regarding the Delaware order renewing temporary restraining order as a preliminary injunction. The Delaware Supreme Court has not yet ruled on that request. It em 4. Mine Safety Disclosures.
Biggest changeDonovitz filed a request to appeal regarding the Delaware temporary restraining order. The Delaware Supreme Court accepted that interlocutory appeal, and the opening brief was filed April 2, 2025. The briefing was completed on May 19, 2025.
Because BioTE contends that, pursuant to the April 23, 2024 settlement agreement, Donovitz’s claims were required to be brought before former Delaware Chancery Court Chancellor Chandler, on December 17, 2024, BioTE filed an action against Donovitz in Delaware Chancery Court (the “December 17, 2024 Litigation”) seeking a preliminary and permanent injunction enjoining Donovitz from pursuing the December 13, 2024 Litigation in Texas.
Because BioTE contends that, pursuant to a settlement agreement executed on April 23, 2024, Donovitz’s claims were required to be brought before former Delaware Chancery Court Chancellor Chandler, on December 17, 2024, BioTE filed an action against Donovitz in Delaware Chancery Court (the “December 17, 2024 Litigation”) seeking a preliminary and permanent injunction enjoining Donovitz from pursuing the December 13, 2024 Litigation in Texas.
Following the hearing, the 101st Judicial District Court entered a temporary injunction continuing to enjoin BioTE and “all its affiliates, partnered-clinics and practitioners” from further utilizing Donovitz’s name, image or likeness for furtherance of any Biote business. BioTE has appealed the entry of the temporary injunction entered by the 101st Judicial District Court.
Following the hearing, the 101st Judicial District Court entered a temporary injunction continuing to enjoin BioTE and “all its affiliates, partnered-clinics and practitioners” from further utilizing Donovitz’s name, image or likeness for furtherance of any Biote business. BioTE appealed the entry of the temporary injunction entered by the 101st Judicial District Court.
Right Value Litigation On January 30, 2024, a lawsuit was filed in the 162nd Judicial District Court of Dallas County, Texas (the “District Court of Dallas County”) against us by Right Value Drug Stores, LLC d/b/a Carie Boyd’s Prescription Ship n/k/a Carie Boyd Pharmaceuticals (“Right Value”). The lawsuit generally alleges breach of contract, fraud, and declaratory judgment (“Right Value Litigation”).
Right Value Litigation On January 30, 2024, a lawsuit was filed in the 162nd Judicial District Court of Dallas County, Texas (the “District Court of Dallas County”) against us by Right Value Drug Stores, LLC d/b/a Carie Boyd’s Prescription Shop n/k/a Carie Boyd Pharmaceuticals (“Right Value”). The lawsuit generally alleges breach of contract, fraud, and declaratory judgment (“Right Value Litigation”).
Additionally, the parties identified therein have agreed to, among other things, a customary mutual release of all claims arising out of or relating to the Right Value Litigation, except as expressly 56 provided in the Settlement Agreement. The Settlement Agreement also contains customary representations, warranties and agreements by the parties in addition to the terms described above.
Additionally, the parties identified therein have agreed to, among other things, a customary mutual release of all claims arising out of or relating to the Right Value Litigation, except as expressly 57 provided in the Settlement Agreement. The Settlement Agreement also contains customary representations, warranties and agreements by the parties in addition to the terms described above.
Pursuant to the Settlement Agreement, BioTE Medical agreed to pay Right Value an aggregate amount of $5.0 million according to the following schedule: (i) $3.5 million within three (3) business days upon execution of the Settlement Agreement and (ii) $1.5 million within one (1) business day following February 17, 2026.
Pursuant to the Settlement Agreement, BioTE Medical agreed to pay Right Value an aggregate amount of $5.0 million according to the following schedule: (i) $3.5 million within three (3) business days upon execution of the Settlement Agreement and (ii) $1.5 million within one (1) business day following February 27, 2026.
Our IT security director reports to our CIO and has more than 25 years of experience working in information technology-related roles, holds a Masters in Information Systems, with a focus in cybersecurity and a Masters in Business Administration, with an emphasis in business intelligence and analytics management. It em 2. Properties.
Our IT security director reports to our CIO and has over 25 years of experience working in information technology-related roles, including cybersecurity, and holds a Masters in Information Systems, with a focus in cybersecurity and a Masters in Business Administration, with an emphasis in business intelligence and analytics management. It em 2. Properties.
On May 27, 2022, our Class A common stock began trading on Nasdaq under the symbols “BTMD.” We no longer have any outstanding units or warrants. As of March 12, 2025, there were 33,073,277 shares of Class A common stock outstanding and 7,249,879 shares of our Class V common stock (the “Class V common stock”) issued and outstanding.
On May 27, 2022, our Class A common stock began trading on Nasdaq under the symbols “BTMD.” We no longer have any outstanding units or warrants. As of March 11, 2026, there were 32,300,867 shares of Class A common stock outstanding and 7,249,879 shares of our Class V common stock (the “Class V common stock”) issued and outstanding.
We have integrated these processes into our overall risk management systems and processes. We routinely assess material risks from cybersecurity threats, including any potential unauthorized occurrence on or conducted through our information systems that may result in adverse effects on the confidentiality, integrity, or availability of our information systems or any information residing therein.
We routinely assess material risks from cybersecurity threats, including any potential unauthorized occurrence on or conducted through our information systems that may result in adverse effects on the confidentiality, integrity, or availability of our information systems or any information residing therein.
The lawsuit alleges breaches of fiduciary duties, aiding and abetting those alleged breaches, and unjust enrichment ("July 12, 2024 Litigation"). On July 22, 2024, the Plaintiffs amended their complaint to withdraw their allegation of current equity ownership. The Defendants have filed a motion to dismiss the lawsuit.
The lawsuit alleges breaches of fiduciary duties, aiding and abetting those alleged breaches, and unjust enrichment ("July 12, 2024 Litigation"). On July 22, 2024, the Plaintiffs amended their complaint to withdraw their allegation of current equity ownership. The Defendants moved to dismiss the lawsuit, and it was dismissed on March 15, 2025.
Donovitz / NIL Litigation On December 13, 2024, Donovitz filed suit against BioTE Medical alleging misappropriation of his name, image and likeness by BioTE and various of its approved practitioners (the “December 13, 2024 Litigation”) and seeking a temporary restraining order and temporary injunction.
Donovitz (“Donovitz”) filed suit against BioTE Medical alleging misappropriation of his name, image and likeness by BioTE and various of its approved practitioners (the “December 13, 2024 Litigation”) and seeking a temporary restraining order and temporary injunction. The December 13, 2024 Litigation is pending in the 101st Judicial District Court of Dallas County, Texas.
No market exists for the Class V common stock. Holders As of March 12, 2025, there were 36 holders of record of our Class A common stock, 10 holders of record of our Class V common stock.
No market exists for the Class V common stock. Holders As of March 11, 2026, there were 34 holders of record of our Class A common stock and 7 holders of record of our Class V common stock.
Additionally, we maintain a qualified third-party vendor relationship which is available to the team for on-demand incident response and investigation, as needed.
Our CIO meets with the audit committee periodically to review our information technology systems and discuss key cybersecurity risks. Additionally, we maintain a qualified third-party vendor relationship which is available to the team for on-demand incident response and investigation, as needed.
We believe that our current office space is sufficient to meet our anticipated needs for the foreseeable future and is suitable for the conduct of our business. Ite m 3. Legal Proceedings. From time to time, we may be involved in various legal proceedings and subject to claims that arise in the ordinary course of business.
Ite m 3. Legal Proceedings. From time to time, we may be involved in various legal proceedings and subject to claims that arise in the ordinary course of business.
The Audit Committee is responsible for overseeing our risk exposure to information security, cybersecurity, and data protection, as well as the steps management has taken to monitor and control such exposures. Our IT security department, which assesses and manages our risks from cybersecurity threats, is led by our CIO, who reports to our chief executive officer.
The board of directors and Audit Committee receive quarterly reports on information security from our CIO. The Audit Committee is responsible for overseeing our risk exposure to information security, cybersecurity, and data protection, as well as the steps management has taken to monitor and control such exposures.
In the interim, on January 16, 2025, BioTE filed its appellate brief seeking to overturn the December 9 temporary injunction order. Briefing on the appeal was completed on February 25, 2025. 58 Gary S.
In the interim, on January 16, 2025, BioTE filed its appellate brief seeking to overturn the December 9 temporary injunction order. Briefing on the appeal was completed on February 25, 2025. On April 15, 2025, the Dallas 5th District Court of Appeals reversed the temporary injunction, and it is no longer in place.
On September 11, 2024, we entered into a 60-month operating lease agreement for approximately 19,076 square feet of office space in Birmingham, Alabama that will be used by Asteria Health to expand its compounded bioidentical hormones manufacturing facility capabilities.
On September 11, 2024, we entered into a 60-month operating lease agreement for approximately 19,076 square feet of office space in Birmingham, Alabama that is used by Asteria Health for compounding bioidentical hormones. We believe that our current office space is sufficient to meet our anticipated needs for the foreseeable future and is suitable for the conduct of our business.
We have also developed a third-party cybersecurity risk management process to conduct due diligence on external entities, including those that perform cybersecurity services. See our risk factors under Part I, Item 1A Risk Factors in this Form 10-K for additional information regarding cyber-security related risks that could materially affect our business strategy, results of operations, or financial condition.
See our risk factors under Part I, Item 1A Risk Factors in this Form 10-K for additional information regarding cyber-security related risks that could materially affect our business strategy, results of operations, or financial condition. 56 Governance Our board of directors and Audit Committee are actively engaged in the oversight of our risk management, including cybersecurity risk.
We collaborate with third parties to assess the effectiveness of our cybersecurity prevention and response systems and processes. These include cybersecurity assessors, consultants, managed cybersecurity service providers, and other external cybersecurity experts to assist in the identification, verification, and validation of cybersecurity risks, as well as to support associated mitigation plans when necessary.
These include cybersecurity assessors, consultants, managed cybersecurity service providers, and other external cybersecurity experts to assist in the identification, verification, and validation of cybersecurity risks, as well as to support associated mitigation plans when necessary. We have also developed a third-party cybersecurity risk management process to conduct due diligence on external entities, including those that perform cybersecurity services.
Our CIO is responsible for hiring appropriate personnel, helping to integrate cybersecurity risk considerations into our overall risk management strategy, and communicating key priorities to relevant personnel. Our CIO meets with the audit committee periodically to review our information technology systems and discuss key cybersecurity risks.
We also employ various defensive and continuous monitoring techniques using recognized industry frameworks and cybersecurity standards. Our CIO is responsible for hiring appropriate personnel, helping to integrate cybersecurity risk considerations into our overall risk management strategy, and communicating key priorities to relevant personnel.
Briefing on this motion concluded on November 22, 2024, and oral arguments are set to occur in March 2025. We believe the claims asserted in the July 12, 2024 Litigation are without merit and intend to vigorously defend against them.
The Company believes the claims asserted in the November 15, 2024 Litigation are without merit and intend to vigorously defend against them.
However, given the preliminary stage of the proceedings, we are currently unable to predict the outcome of this matter or estimate the range of potential loss, if any, that may result. Dr. Gary S. Donovitz Litigation On April 23, 2024, we settled all outstanding litigation described below with one of our stockholders, Dr. Gary S. Donovitz (“Donovitz”) (the “Donovitz Litigation”).
A trial date is currently specifically set on the 101st Judicial District Court’s docket beginning on May 4, 2026; however, the Company is currently unable to predict the outcome of this matter or estimate the range of potential loss, if any, that may result. Gary S. Donovitz / NIL Litigation On December 13, 2024, Dr. Gary S.
We have in place an incident response plan to identify, protect, detect, respond to, and recover from cybersecurity threats and incidents. We also employ various defensive and continuous monitoring techniques using recognized industry frameworks and cybersecurity standards.
Our IT security department, which assesses and manages our risks from cybersecurity threats, is led by our CIO, who reports to our chief executive officer. We have in place an incident response plan to identify, protect, detect, respond to, and recover from cybersecurity threats and incidents.
Removed
Governance 55 Our Board of Directors and Audit Committee are actively engaged in the oversight of our risk management, including cybersecurity risk. The Board of Directors and Audit Committee receive quarterly reports on information security from our CIO.
Added
We have integrated these processes into our overall risk management systems and processes. Similar to other entities, we experience ongoing attempted cybersecurity attacks, which we evaluate through these processes; however, such attempts have not resulted in a material impact to Biote’s information systems to date.
Removed
On June 23, 2022, Donovitz sued Haymaker Sponsor, LLC, our outside legal counsel, and certain Company executive officers and directors in the District Court of Dallas County, Texas (the “Donovitz Dallas Action”), generally alleging fraud, fraudulent inducement, negligent misrepresentation, a breach of the covenant of good faith and fair dealing, breaches of fiduciary duties, and/or aiding and abetting those alleged breaches against the defendants (the “Donovitz Claims”).
Added
Our risk management processes also consider emerging technologies, including generative artificial intelligence and related data privacy and cybersecurity risks. We collaborate with third parties to assess the effectiveness of our cybersecurity prevention and response systems and processes.
Removed
Donovitz subsequently dismissed without prejudice the Donovitz Claims brought in the Donovitz Dallas Action, and the Court entered an order of dismissal without prejudice on March 28, 2023.
Added
The Plaintiffs appealed to the Delaware Supreme Court on April 15, 2025. The parties completed their briefing, and oral argument occurred on October 8, 2025. On December 15, 2025, the Delaware Supreme Court affirmed the trial court’s dismissal, and on January 6, 2026, it denied a request for reargument. The case was closed on January 7, 2026.
Removed
On July 11, 2022, we sued Donovitz in the Delaware Court of Chancery, pursuing injunctive relief to prevent Donovitz from proceeding with the litigation in the Donovitz Dallas Action in Texas (the “First Delaware Action”).
Added
On May 23, 2025, Latch filed a motion for partial summary judgment as to liability on her breach of contract claim. The briefing was completed on that motion, and a hearing was held, but no ruling has yet been issued.
Removed
We sought to enforce (a) our certificate of incorporation, which mandates that stockholders must bring certain actions, including some or all of the Donovitz Claims, exclusively in Delaware, and (b) the Business Combination Agreement, by which Donovitz consented to the exclusive jurisdiction of the Delaware Court of Chancery and agreed that Delaware law governs any related claims, including some or all of the Donovitz Claims.
Added
Briefing on the appeal in the December 13, 2024 Litigation was completed on April 14, 2025, and the appeal was scheduled to be 58 submitted to the Dallas 5th District Court of Appeals without oral argument on May 13, 2025. On January 20, 2025, Vice Chancellor Laster converted the Delaware preliminary injunction back to a temporary restraining order.
Removed
Pending a ruling from the Delaware Court of Chancery, Donovitz agreed to stay all answer dates in the Donovitz Dallas Action. Then, on March 23, 2023, Donovitz filed an amended answer and counterclaims in the First Delaware Action generally reasserting the Donovitz Claims he had previously brought in the Donovitz Dallas Action.
Added
On July 11, 2025, Vice Chancellor Laster entered another temporary restraining order which, again, precluded Donovitz from prosecuting the December 13, 2024 Litigation in Texas. Subsequently, on July 18, 2025, Donovitz removed the action to the United States District Court for the District of Delaware.
Removed
On August 24, 2023, Donovitz filed amended counterclaims in the First Delaware Action, again generally reasserting the Donovitz Claims previously brought in the Donovitz Dallas Action but also asserting derivative claims against our directors. On October 23, 2023, we filed our response to Donovitz’s amended counterclaims.
Added
BioTE has sought to remand the case back to the Delaware Chancery Court, but briefing on that motion has not yet been completed.
Removed
On August 24, 2022, Donovitz sued us, including certain of our executive officers and directors, in the Delaware Court of Chancery, seeking (a) a status quo order preventing the defendants from diluting any stockholder’s equity or voting power, (b) an injunction requiring the defendants to convene a special meeting of the stockholders, and (c) a request to either void a portion of our Certificate of Incorporation or allow stockholders to elect directors to a vacancy on the board in accordance with Delaware General Corporate Law (the “Second Delaware Action”).
Added
The parties have agreed that the Delaware temporary restraining order will remain in force until the motion to remand is resolved and hearing is held on whether to extend the Delaware temporary restraining order or convert it to a preliminary injunction. On October 23, 2025, the District Court ordered the action remanded to the Delaware Court of Chancery.
Removed
On September 8, 2022, the Delaware Court of Chancery denied Donovitz’s request for injunctive relief, determining that expedited proceedings and a status quo order were both unwarranted and rejecting a mandated meeting of the stockholders. On August 2, 2022, we sued Donovitz, Lani Hammonds Donovitz, and Lani D.
Added
A hearing has not yet been scheduled to resolve whether to extend the Delaware temporary restraining order or convert it to a preliminary injunction. On November 3, 2025, we executed an amendment to that certain settlement agreement with Gary S. Donovitz, pursuant to which we agreed to repurchase the remaining 6.1 million shares of Dr.
Removed
Consulting in the District Court of Dallas County, Texas, seeking injunctive relief to enforce non-disparagement obligations of that certain founder advisory agreement with Donovitz and the independent contractor agreement with Lani Hammonds Donovitz, both of which were entered into by the subject parties in connection with the Business Combination (the “Biote Dallas Action”).
Added
Donovitz’s Class V voting stock for a lump sum payment of $18.5 million in consideration for the full satisfaction of our remaining payment obligations under the settlement agreement. In addition to settling the forward share repurchase liability, the parties agreed to dismiss, with prejudice, the various pending legal matters between the parties in the states of Delaware and Texas.
Removed
We successfully obtained a temporary restraining order to enforce the non-disparagement obligations of Donovitz and Lani Hammonds Donovitz. The parties subsequently entered into an agreed order that the temporary restraining order will stay in effect until the entry of a final judgment.
Added
Further the restrictive covenants in the original settlement agreement will continue in full force and effect until April 24, 2027 and the mutual general releases and covenants not to sue were amended and made effective as of November 3, 2025. We fully repaid our obligation under this amendment on January 2, 2026. It em 4. Mine Safety Disclosures.
Removed
On August 23, 2022, the defendants filed an answer in the Biote Dallas Action, which included affirmative defenses to our claims and certain counterclaims and third-party claims against certain of our executive officers.
Removed
On April 12, 2023, Lani Hammonds Donovitz, individually and on behalf of Lani D Consulting, dismissed with prejudice all of her counterclaims and third-party claims in the Biote Dallas Action, and subsequently agreed to a permanent injunction in our favor, which was entered by the Court on April 17, 2023.
Removed
After the filing of the Biote Dallas Action, we amended our claim in the First Delaware Action to also seek an injunction to prevent Donovitz from proceeding with certain of the affirmative defenses, counterclaims, and third-party claims filed by the 57 defendants on August 23, 2022.
Removed
On November 4, 2022, the Delaware Court of Chancery denied that request for injunctive relief, permitting the Biote Dallas Action and all defenses and claims asserted therein to proceed in Texas.
Removed
A jury trial in the Biote Dallas Action was to commence on September 11, 2023, to address our affirmative claim for breach of contract, request for a permanent injunction, as well as the counterclaims and third-party claims asserted by Donovitz.
Removed
On August 17, 2023, Donovitz nonsuited without prejudice all of his counterclaims and third-party claims in the Biote Dallas Action, leaving only our affirmative claim against Donovitz to be tried on September 11, 2023.
Removed
On September 8, 2023, three days before the scheduled trial in the Biote Dallas Action, Donovitz agreed to stipulate that he breached his contract, and Donovitz agreed to a partial judgment and the entry of a permanent injunction against him, which was signed by the Court on September 9, 2023.
Removed
We sought recovery of our attorneys’ fees against Donovitz in a jury trial that began on October 30, 2023.
Removed
On November 2, 2023, the jury returned a verdict awarding us $4.7 million plus the potential for an additional $0.2 million for future fees, which constituted all of the attorneys’ fees that we had sought against Donovitz in the Biote Dallas Action.
Removed
On April 23, 2024, we executed a binding settlement agreement with Donovitz to resolve all remaining outstanding litigation with Donovitz.
Removed
Pursuant to the settlement agreement, we agreed to repurchase all of the Class A common units of Biote Holdings, LLC, the Class V voting stock of Biote (together, “Paired Interests”) and the Class A common stock, currently beneficially owned by Donovitz for approximately $76.9 million in the aggregate.
Removed
We will repurchase the shares over a three-year period commencing on April 26, 2024.
Removed
In addition, we and Donovitz have agreed to, among other things, (i) a customary mutual release of all claims arising out of or relating to the Donovitz Litigation, (ii) the termination of the founder advisory agreement, dated as of May 18, 2022, by and between Donovitz and BioTE Medical, LLC, (iii) two year non-compete and non-solicitation agreements for Donovitz and (iv) a voting agreement with customary terms acceptable to us.
Removed
On April 26, 2024, we repurchased 5,075,090 shares of Class A common stock and 3,117,299 Paired Interests for approximately $32.2 million. Additionally, under the terms of the settlement agreement, we canceled 3,985,887 earnout securities. We recorded the impact of the settlement agreement during our second fiscal quarter ended June 30, 2024. Marci M.
Removed
Donovitz On June 5, 2024, one of our stockholders, a trust associated with Marci M. Donovitz (“Ms.
Removed
Donovitz”), sued Haymaker Sponsor III, LLC, our outside legal counsel, and certain of our executive officers and directors in the Delaware Court of Chancery, generally alleging negligent misrepresentation, breaches of fiduciary duties, and/or aiding and abetting those alleged breaches against the defendants (the “June 5, 2024 Litigation”). On June 28, 2024, we executed a settlement agreement with Ms.
Removed
Donovitz to resolve the June 5, 2024 Litigation. Pursuant to the settlement agreement, we agreed to repurchase all of the Paired Interests and shares of Class A common stock beneficially owned by Ms. Donovitz for $60.0 million in the aggregate. We will repurchase the shares over a three-year period commencing on June 28, 2024. In addition, we and Ms.
Removed
Donovitz have agreed to, among other things, (i) a customary mutual release of all claims arising out of or relating to the June 5, 2024 Litigation; (ii) a voting agreement with customary terms acceptable to us; and, the acceleration of the purchase schedule in the event of a change of control.
Removed
On June 28, 2024, we repurchased 4,146,610 Paired Interests for $30.0 million. Additionally, under the terms of the settlement agreement, we canceled 3,985,887 earnout securities. As a result of settling the Donovitz Litigation and the June 5, 2024 Litigation, we recorded a combined repurchase liability of $128.4 million.
Removed
Accreted interest on the share repurchase liability was $2.6 million which was included in interest expense, net on the consolidated statement of operations and comprehensive loss for the year ended December 31, 2024.
Removed
The December 13, 2024 Litigation is pending in the 101st Judicial District Court of Dallas County, Texas.
Item 6. [Reserved]
Selected Financial Data — reserved (removed by SEC in 2021)
68 edited+31 added−32 removed59 unchanged
Item 6. [Reserved]
Selected Financial Data — reserved (removed by SEC in 2021)
68 edited+31 added−32 removed59 unchanged
2024 filing
2025 filing
Biggest changeThe following table presents a reconciliation of net income (loss) to Adjusted EBITDA: Year Ended December 31, (in thousands) 2024 2023 Net Income (loss) $ 46 $ (2,805 ) Interest expense, net (1) 11,001 6,363 Income tax expense 970 2,682 Depreciation and amortization (2) 3,574 2,994 Share-based compensation expense (3) ` 8,735 9,057 Litigation expenses-former owner (4) 972 6,770 Litigation-other (5) 2,688 633 Legal settlement loss (6) 5,018 1,048 Inventory fair value write-up (7) 1,324 — Transaction-related expenses (8) 82 2,118 Other expenses (9) 3,191 1,174 Merger and acquisition expenses (10) 1,019 2,821 Loss from change in fair value of warrant liability — 13,411 Loss from change in fair value of earnout liabilities 19,605 8,990 Adjusted EBITDA $ 58,225 $ 55,256 (1) Represents cash and non-cash interest on our debt obligations, commitment fees for our unused Revolving Loans, net of interest income earned on our money market account and short-term investment.
Biggest changeInvestors are encouraged to review the reconciliation, and not to rely on any single financial measure to evaluate our business. 66 The following table presents a reconciliation of net income to Adjusted EBITDA: Year Ended December 31, (in thousands) 2025 2024 Net income $ 31,597 $ 46 Interest expense, net (1) 10,961 11,001 Income tax expense 5,987 970 Depreciation and amortization (2) 3,670 3,574 Share-based compensation expense (3) ` 8,921 8,735 Litigation expenses-former owner (4) 314 972 Litigation-other (5) 1,602 2,688 Legal settlement and related expenses (6) (226 ) 5,018 Inventory fair value write-up (7) — 1,324 Transaction-related expenses (8) — 82 Restructuring-related expenses (9) 572 — Other expenses (10) 2,996 3,191 Merger and acquisition expenses (11) 110 1,019 (Gain) loss from change in fair value of earnout liabilities (13,023 ) 19,605 Adjusted EBITDA $ 53,481 $ 58,225 (1) Represents cash and non-cash interest on our debt obligations, commitment fees for our unused Revolving Loans, net of interest income earned on our money market account and short-term investment.
Refer to Note 2 to our consolidated financial statements for additional discussion of our revenue recognition policy. 69 Inventories Our inventories consist of physician-prescribed pellets used by Biote-certified practitioners in partnered clinics and Biote-branded dietary supplements which are sold and distributed to the Biote-partnered clinics and their patients. Custody of the pellets remains with Biote-certified practitioners.
Refer to Note 2 to our consolidated financial statements for additional discussion of our revenue recognition policy. Inventories Our inventories consist of physician-prescribed pellets used by Biote-certified practitioners in partnered clinics and Biote-branded dietary supplements which are sold and distributed to the Biote-partnered clinics and their patients. Custody of the pellets 69 remains with Biote-certified practitioners.
However, non-GAAP financial information is presented for supplemental informational purposes only, has limitations as an analytical tool and 66 should not be considered in isolation or as a substitute for financial information presented in accordance with U.S. GAAP.
However, non-GAAP financial information is presented for supplemental informational purposes only, has limitations as an analytical tool and should not be considered in isolation or as a substitute for financial information presented in accordance with U.S. GAAP.
Our revenue fluctuates in response to a combination of factors, including the following: • 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.
Our revenue fluctuates in response to a combination of factors, including the following: • 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 and pricing; • 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 effectiveness of our sales and marketing personnel; • 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.
We also sell a complementary Biote-branded line of dietary supplements. By virtue of our historical performance over the past 13 years, we believe that our business model has been successful, remains differentiated, and is well positioned for future growth. Our go-to-market strategy focuses on: • Increase the number of Biote-certified practitioners .
We also sell a complementary Biote-branded line of dietary supplements. By virtue of our historical performance over the past 14 years, we believe that our business model has been successful, remains differentiated, and is well positioned for future growth. Our go-to-market strategy focuses on: • Increase the number of Biote-certified practitioners .
Our Biote-branded dietary supplement line currently includes 24 dietary supplements that we offer to our Biote-certified practitioners through our eCommerce site, efficiently leveraging our core Biote provider platform. Practitioners then re-sell Biote-branded dietary supplements to their patients, enabling patients to receive physician-guided therapies to manage the related effects of aging.
Our Biote-branded dietary supplement line currently includes 26 dietary supplements that we offer to our Biote-certified practitioners through our eCommerce site, efficiently leveraging our core Biote provider platform. Practitioners then re-sell Biote-branded dietary supplements to their patients, enabling patients to receive physician-guided therapies to manage the related effects of aging.
The significant assumptions used in the valuations include our stock price, volatility and the risk-free rate. Off-Balance Sheet Commitments and Arrangements As of December 31, 2024, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.
The significant assumptions used in the valuations include our stock price, volatility and the risk-free rate. Off-Balance Sheet Commitments and Arrangements As of December 31, 2025, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.
We estimate that an increase of 100 basis points in the interest rates related to our long-term debt would increase our annualized interest expense by approximately $1.2 million. We do not engage in any strategies to limit our exposure to this interest rate risk.
We estimate that an increase of 100 basis points in the interest rates related to our long-term debt would increase our annualized interest expense by approximately $1.0 million. We do not engage in any strategies to limit our exposure to this interest rate risk.
Contractual Obligations Our principal contractual obligations and commitments consist of obligations to pay loan principal and interest under our long-term debt agreement and obligations under our operating lease agreement. Refer to Note 10 and Note 16 to our consolidated financial statements for a discussion of the nature and timing of our obligations under these agreements.
Contractual Obligations Our principal contractual obligations and commitments consist of obligations to pay loan principal and interest under our long-term debt agreement and obligations under our operating lease agreement. Refer to Note 10 and Note 15 to our consolidated financial statements for a discussion of the nature and timing of our obligations under these agreements.
We target specific physicians based on their specialty, prescribing data, demographic information and location match with our existing geographic footprint. • Grow the practice of our Biote-certified practitioners and Biote-partnered clinics . When the practices of our Biote-certified practitioners and Biote-partnered clinics grow, we grow.
We target specific physicians based on their specialty, prescribing data, demographic information and location match within our existing geographic footprint. • Grow the practice of our Biote-certified practitioners and Biote-partnered clinics . When the practices of our Biote-certified practitioners and Biote-partnered clinics grow, we grow.
Working capital varies from period to period and can be affected by changes in our inventory levels, due to varying demand for our products, the timing and amount of deposits required by our suppliers for future inventory purchases, the timing of cash collections of accounts receivable and payments of liabilities.
Working capital varies from period to period and can be affected by changes in our inventory levels due to varying demand for our products, the timing and amount of deposits required by our suppliers for future inventory purchases, the timing of cash collections on accounts receivable and the timing of repayment of our liabilities.
Cost of product revenues include the pass-through cost of pellets purchased from outsourcing facilities, the cost of pellet insertion kits and Biote-branded dietary supplements purchased from manufacturing facilities, and the shipping and handling costs incurred to deliver these products to Biote-partnered clinics.
Cost of Revenue Cost of product revenues include the pass-through cost of bioidentical hormone pellets purchased from outsourcing facilities, the cost of pellet insertion kits and Biote-branded dietary supplements purchased from manufacturing facilities, and the shipping and handling costs incurred to deliver these products to Biote-partnered clinics.
Also included are rent occupancy costs, office expenses, recruiting expenses, marketing and advertising expenses, entertainment allocations, depreciation and amortization, share-based compensation, transaction related expenses, other general overhead costs, insurance premiums, professional service fees, research and development and costs related to regulatory and legal matters.
Also included are rent occupancy costs, office expenses, recruiting expenses, marketing and advertising costs, entertainment allocations, depreciation and amortization, transaction-related expenses, insurance premiums, professional service fees, research and development, costs related to regulatory and legal matters and other general overhead costs.
Quantitative and Qualitative Disclosures About Market Risk. We are exposed to market risks in the ordinary course of our business, including the effects of interest rate changes and inflation. Information relating to quantitative and qualitative disclosures about these market risks is set forth below.
Ite m 7A. Quantitative and Qualitative Disclosures About Market Risk. We are exposed to market risks in the ordinary course of our business, including the effects of interest rate changes and inflation. Information relating to quantitative and qualitative disclosures about these market risks is set forth below.
This can result in declines in revenue we realize from management fees from existing Biote-partnered clinics unless these are offset by revenue generated from newly acquired Biote-partnered clinics which begin at higher fee levels under the MSA.
This can result in declines in revenue we realize from management fees from existing Biote-partnered clinics unless these are offset by revenue generated from new Biote-partnered clinics which begin at higher fee levels under the MSA.
Any shipping or handling fees paid by clinics are also recorded within product revenue. Service Revenue Service revenue is revenue earned from fees paid by Biote-partnered clinics for training services and other contract term services pursuant to our MSAs.
Any shipping or handling fees paid by clinics are also recorded within product revenue. Service Revenue Service revenue is revenue earned from fees paid by Biote-partnered clinics for Biote Method education, training and certification services and other contract-term services provided pursuant to our MSAs.
Selling, General and Administrative Expense Selling, general and administrative expense consists primarily of software licensing and maintenance and the cost of employees who engage in corporate functions, such as finance and accounting, information technology, human resources, legal, and executive management.
Selling, General and Administrative Expense Selling, general and administrative expense consists primarily of software licensing and maintenance, the cost of our sales force and the employees who engage in corporate functions, such as executive management, finance and accounting, human resources, information technology, legal and marketing.
We believe that for at least the next 12 months, our current cash position, coupled with anticipated cash generated from operations and the capacity under our revolving loans, is sufficient to fund our operations and our debt service obligations. As of December 31, 2024 and 2023, we had cash and cash equivalents of $39.3 million and $89.0 million, respectively.
We believe that for at least the next 12 months, our current cash position, coupled with anticipated cash generated from operations and the capacity under our revolving loans, is sufficient to fund our operations and our debt service obligations. As of December 31, 2025 and 2024, we had cash and cash equivalents of $24.1 million and $39.3 million, respectively.
Our product revenue also includes revenue earned from sales of pellet insertion kits and Biote-branded dietary supplements. Revenue from the sale of pellet insertion kits and Biote-branded dietary supplements is recognized when the clinic or clinic’s patient (supplements only) obtains control of the product and is generally at the time of shipment from our distribution facility.
Our product revenue also includes revenue earned from sales of pellet insertion kits and Biote-branded dietary supplements. Revenue from the sale of pellet insertion kits and Biote-branded dietary supplements is recognized when the clinic or clinic’s patient (supplements only) obtains control of the product, which generally occurs at the time of shipment from our third-party distribution facility or supplier.
Other Income / Expense Other income and other expense consist of the foreign currency exchange gains and losses for sales denominated in foreign currencies and other income or payments not appropriately classified as operating expenses. Income Taxes We are subject to federal and state income taxes in the United States and taxes in foreign jurisdictions in which we operate.
Other Income (Expense), net Other income (expense), net consists of the foreign currency exchange losses for sales denominated in foreign currencies and other income or expenses not appropriately classified as operating expenses. Income Tax Expense We are subject to federal and state income taxes in the United States and taxes in foreign jurisdictions in which we operate.
The variable interest rate on our long-term debt has increased since our last fiscal year, to a rate of 7.2% as of December 31, 2024 from a rate of 8.0% as of December 31, 2023. Inflation We do not believe that inflation has had a material effect on our business, financial condition, or results of operations.
The variable interest rate on our long-term debt has decreased since our last fiscal year, to a rate of 6.3% as of December 31, 2025 from a rate of 7.2% as of December 31, 2024. Inflation We do not believe that inflation has had a material effect on our business, financial condition, or results of operations.
Additionally, as of each of December 31, 2024 and 2023, we had $50.0 million of revolving loans available under our Truist credit agreement.
Additionally, as of December 31, 2025 and 2024, we had $45.0 million and $50.0 million, respectively, of revolving loans available under our Truist credit agreement.
Interest Expense, Net Interest expense, net consists primarily of cash and non-cash interest under our Term Loan, commitment fees for our unused Revolving Loans, accreted interest related to our share repurchase liabilities, net of interest income earned on our money market account and our now matured short-term investment.
Interest Expense, Net Interest expense, net consists primarily of cash and non-cash interest under our Term Loan, commitment fees for the unused portion of our Revolving Loans, accreted non-cash interest related to our share repurchase liability, net of interest income earned on our money market account.
Cash Flows The following table summarizes our consolidated cash flows for the years ended December 31, 2024 and 2023: Year Ended December 31, (in thousands) 2024 2023 Consolidated Statements of Cash Flows Data: Net cash provided by operating activities $ 45,243 $ 26,883 Net cash used in investing activities (18,798 ) (2,713 ) Net cash used in financing activities (76,083 ) (14,380 ) Operating Activities Cash flows from operating activities result primarily from fees associated with the Biote Method and from the sale of Biote-branded dietary supplements.
Cash Flows The following table summarizes our consolidated cash flows for the years ended December 31, 2025 and 2024: Year Ended December 31, (in thousands) 2025 2024 Consolidated Statements of Cash Flows Data: Net cash provided by operating activities $ 35,194 $ 45,243 Net cash used in investing activities $ (6,864 ) $ (18,798 ) Net cash used in financing activities $ (43,555 ) $ (76,083 ) Operating Activities Cash flows from operating activities result primarily from fees associated with the Biote Method and from the sale of Biote-branded dietary supplements.
A recession or additional market corrections resulting from the impact of the effects of global health crises, such as the COVID-19 pandemic, could materially affect our business and the value of our securities.
A recession or additional market corrections resulting from the impact of the effects of global health crises or geopolitical turmoil, could materially affect our business and the value of our securities.
While the option to receive and right to use the reusable trocars through the term of the contract represents an embedded lease, we have adopted the practical expedient within ASC 842 to combine the lease and non-lease components and account for the combined component under ASC 606. 63 For Biote Method arrangements, we recognize revenue for training and for management services over time.
While the option to receive and right to use the reusable trocars through the term of the contract represents an embedded lease, we have adopted the practical expedient within ASC 842 to combine the lease and non-lease components and account for the combined component under ASC 606.
For the year ended December 31, 2024, interest expense, net included $2.6 million of accreted interest related to the share repurchase liabilities (2) Represents depreciation expense on property and equipment, amortization expense on capitalized software and amortization expense on purchased intangible assets. Depreciation expense of $0.03 million was included in cost of products for the year ended December 31, 2024.
For the years ended December 31, 2025 and 2024, interest expense, net included $3.2 million and $2.6 million, respectively, of accreted interest related to the share repurchase liabilities. (2) Represents depreciation expense on property and equipment, amortization expense on capitalized software and amortization expense on purchased intangible assets.
(9) Represents executive severance costs of $2.0 million, strategic consulting and advisory services of $0.6 million, professional services fees of $0.4 million related to the accounting treatment of the share repurchase liabilities, estimated excise tax 67 related to the repurchase of Class A common stock of $0.2 million.
For the year ended December 31, 2024, this amount represents executive severance costs of $2.0 million, strategic consulting and advisory service fees of $0.6 million, professional services fees of $0.4 million related to the accounting treatment of the share repurchase liabilities and estimated excise tax related to the repurchase of Class A common stock of $0.2 million.
A majority of the bioidentical hormone pellets used by Biote-certified practitioners are manufactured by our 503B compounding pharmacy: however, in order to meet demand we have agreements with AnazaoHealth (AnazaoHealth Pharmacy Services Agreement) and Carie Boyd (Outsourcing Facility Services Agreement) each of which are FDA registered 503B outsourcing facilities. Bioidentical hormone pellets are shipped directly to Biote-certified practitioners.
A portion of the bioidentical hormone pellets used by Biote-certified practitioners are manufactured by our 503B outsourcing facility, Asteria Health; therefore, in order to meet demand we have agreements with AnazaoHealth (the “AnazaoHealth Pharmacy Services Agreement”) and Carie Boyd (the “Outsourcing Facility Services Agreement”) each of which are FDA registered 503B outsourcing facilities.
On November 1, 2024, AnazaoHealth provided notice that it was exercising its right to terminate the Pharmacy Services Agreement (the “AnazaoHealth Pharmacy Services Agreement”), which we previously entered into on October 30, 2020, with such termination to be effective as of May 1, 2025.
On November 1, 2024, AnazaoHealth provided notice that it was exercising its right to terminate the AnazaoHealth Pharmacy Services Agreement with such termination to be effective as of May 1, 2025.
Our cash flow from working capital activities for the year ended December 31, 2024 generated $9.9 million of cash, compared to the year ended December 31, 2023.
Our cash flow from working capital activities for the year ended December 31, 2025 used $8.3 million of cash, compared to the year ended December 31, 2024.
(8) Represents transaction costs, including legal fees of $0.08 million and $0.9 million, incurred during the years ended December 31, 2024 and 2023, respectively, and for the year ended December 31, 2023, filing fees of $0.2 million and professional services fees of $1.0 million, each of which were incurred in connection with the filing of, and transactions contemplated by, our securities offerings during the years ended December 31, 2024 and 2023.
(8) Represents transaction costs, including legal fees of $0.08 million during the year ended December 31, 2024 which were incurred in connection with the filing of, and transactions contemplated by, our securities offerings during the year ended December 31, 2024. No such filing fees were incurred during the year ended December 31, 2025.
Selling, General and Administrative Selling, general and administrative expense for the year ended December 31, 2024 increased $8.6 million to $107.5 million, or 8.7%, compared to the year ended December 31, 2023.
Selling, General and Administrative Selling, general and administrative expense for the year ended December 31, 2025 decreased $5.6 million to $101.8 million, or 5.2%, compared to the year ended December 31, 2024.
Other Income (Expense) The change in other income (expense) for the year ended December 31, 2024 compared to the year ended December 31, 2023. primarily resulted from currency fluctuations during the period. Income Tax Expense (Benefit) Income tax expense for the year ended December 31, 2024 decreased $1.7 million compared to the year ended December 31, 2023.
Other Income (Expense), net The change in other income (expense) for the year ended December 31, 2025 compared to the year ended December 31, 2024. primarily resulted from currency fluctuations during the period. Income Tax Expense Income tax expense for the year ended December 31, 2025 increased $5.0 million compared to the year ended December 31, 2024.
Loss from Change in Fair Value of Earnout Liabilities Loss from change in fair value of earnout liabilities consists of the change in fair value of the earnout liability related to the Business Combination Agreement and the earnout liability related to the acquisition of Simpatra. during the period.
Gain (Loss) from Change in Fair Value of Earnout Liabilities Gain (loss) from change in fair value of earnout liabilities consists of the change in fair value during the period of the Member and Sponsor earnouts and the earnout related to the acquisition of Simpatra.
Net cash provided by operating activities increased $18.4 million to $45.2 million for the year ended December 31, 2024 compared to cash provided by operating activities of $26.9 million for the year ended December 31, 2023.
Net cash provided by operating activities increased $10.0 million to $35.2 million for the year ended December 31, 2025 compared to cash provided by operating activities of $45.2 million for the year ended December 31, 2024.
Product revenue is recognized at the point in time when the clinic obtains ownership of the pellet, which we determined to be when the Biote-certified practitioner performs the procedure to implant the pellet into their patient. The consideration allocated to this performance obligation is a procedure-based service fee which we refer to as procedure revenue.
Product revenue is recognized when the Biote-partnered clinic obtains ownership of the bioidentical hormone pellets, which we determined to be the point in time in which the bioidentical hormone pellets are dispensed by a Biote-certified practitioner. The consideration allocated to this performance obligation is a procedure-based 63 service fee which we refer to as procedure revenue.
As a result, following the Business Combination, our consolidated financial statements may not be comparable to the financial statements of companies that are required to comply with the effective dates for new or revised accounting standards that are applicable to public companies, which may make our common stock less attractive to investors. 70 We will remain an emerging growth company under the JOBS Act until the earliest of (i) March 4, 2026, (ii) the last date of our fiscal year in which we have total annual gross revenue of at least $1.235 billion, (iii) the date on which we are deemed to be a “large accelerated filer” under the rules of the SEC with at least $700.0 million of outstanding securities held by non-affiliates or (iv) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the previous three years. 71 Ite m 7A.
We will remain an emerging growth company under the JOBS Act until the earliest of (i) March 4, 2026, (ii) the last date of our fiscal year in which we have total annual gross revenue of at least $1.235 billion, (iii) the date on which we are deemed to be a “large 70 accelerated filer” under the rules of the SEC with at least $700.0 million of outstanding securities held by non-affiliates or (iv) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the previous three years.
The increase was primarily driven by a $9.3 million increase in procedure revenue, a $2.3 million increase from the sale of disposable trocars and bioidentical hormone pellets manufactured by our 503B compounding facility and sold to third parties and a $2.2 million increase service revenue.
This decrease was partially offset by a $6.9 million increase in revenue from Biote-branded dietary supplements, a $1.1 million increase from the sale of disposable trocars and bioidentical hormone pellets manufactured by our 503B compounding facility and sold to third parties and a $0.3 million increase in service revenue.
We regularly assess the need to record a valuation allowance against net deferred tax assets if, based upon the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. 64 Results of Operations Comparison of the years ended December 31, 2024 and 2023 The table and discussion below present our results for the years ended December 31, 2024 and 2023: Year Ended December 31, (in thousands) 2024 2023 Revenue: Product revenue $ 192,240 $ 182,573 Service revenue 4,951 2,787 Total revenue 197,191 185,360 Cost of revenue Cost of products 55,087 54,246 Cost of services 3,043 3,631 Cost of revenue 58,130 57,877 Selling, general and administrative 107,450 98,826 Income from operations 31,611 28,657 Other income (expense), net: Interest expense, net (11,001 ) (6,363 ) Loss from change in fair value of warrant liability — (13,411 ) Loss from change in fair value of earnout liabilities (19,605 ) (8,990 ) Other income (expense) 11 (16 ) Total other income (expense), net (30,595 ) (28,780 ) Income (loss) before provision for income taxes 1,016 (123 ) Income tax expense 970 2,682 Net income (loss) $ 46 $ (2,805 ) Revenue Revenue for the year ended December 31, 2024 increased $11.8 million to $197.2 million, or 6.4% compared to the year ended December 31, 2023.
We regularly assess the need to record a valuation allowance against net deferred tax assets if, based upon the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. 64 Results of Operations Comparison of the years ended December 31, 2025 and 2024 The table and discussion below present our results for the years ended December 31, 2025 and 2024: Year Ended December 31, (in thousands) 2025 2024 Revenue: Product revenue $ 186,924 $ 192,240 Service revenue 5,295 4,951 Total revenue 192,219 197,191 Cost of revenue Cost of products 51,149 55,087 Cost of services 3,709 3,043 Cost of revenue 54,858 58,130 Selling, general and administrative 101,810 107,450 Income from operations 35,551 31,611 Other income (expense), net: Interest expense, net (10,961 ) (11,001 ) Gain (loss) from change in fair value of earnout liabilities 13,023 (19,605 ) Other income (expense), net (29 ) 11 Total other income (expense), net 2,033 (30,595 ) Income before provision for income taxes 37,584 1,016 Income tax expense 5,987 970 Net income $ 31,597 $ 46 Revenue Revenue for the year ended December 31, 2025 decreased $5.0 million to $192.2 million, or 2.5% compared to the year ended December 31, 2024, primarily driven by a $13.3 million decline in procedure revenue.
The increase in our service revenue during 2024 compared with 2023, was primarily driven by technology fees earned from physician orders placed through our new platform, BioteRx.
The increase in our service revenue during 2025 compared with 2024, was driven by a $0.6 million increase in technology fees earned from physician orders placed through our BioteRx platform, partially offset by a $0.2 million decline in training revenue.
Biote contracts with a third-party to provide warehousing, co-packing and logistics services for our Biote-branded dietary supplements. 61 To strengthen control over our supply chain, enhance operational efficiency and reduce production costs, we are focused on vertical integration through strategic transactions. For example, in March 2024, we acquired Asteria Health, a 503B manufacturer of compounded bioidentical hormones.
To strengthen control over our supply chain, enhance operational efficiency and reduce production costs, we are focused on vertical integration through strategic transactions. For example, in March 2024, we acquired Asteria Health, a 503B outsourcing facility to compound bioidentical hormones.
(5) Represents litigation expenses other than those incurred in connection with claims asserted by our former owner that are not related to our ongoing business. (6) Represents settlements of legal matters. (7) Represents the fair market value write-up of inventory accounted for under ASC 805 related to the acquisition of Asteria Health.
(4) Represents legal expenses to defend us against claims asserted by our former owner. (5) Represents litigation expenses other than those incurred in connection with claims asserted by our former owner that are not related to our ongoing business. (6) Represents settlements of legal matters.
Substantially all of our revenue originates from sales to clinic locations in the United States. Product Revenue Product revenue includes both pellets, in connection with the service described above, and the related inventory management services provided to clinics.
Product Revenue Product revenue includes both bioidentical hormone pellets, in connection with the service described above, and the related inventory and practice management services provided to clinics.
This increase was primarily the result of efforts to improve processes around monitoring prepayments made to suppliers, maintaining inventory levels that are more in line with demand and 68 increasing inventory turnover in 2024. In comparison, cash flow from working capital activities used $8.9 million of cash in 2023.
This increase was primarily the result of efforts to improve processes around monitoring prepayments made to suppliers, maintaining inventory levels that are more in line with demand and increasing inventory turnover in 2024. 68 Investing Activities Net cash used in investing activities decreased $11.9 million to $6.9 million for the year ended December 31, 2025 compared to $18.8 million for the year ended December 31, 2024, primarily due to the use of $11.8 million in cash to acquire Asteria Health, Simpatra and BioSana in 2024.
Revenue related to the sale of disposable trocars and bioidentical hormone pellets sold to third-parties increased over 2023 partially due to increased marketing around our newly introduced blunt-tip trocar and the acquisition of Asteria Health, respectively.
Revenue related to the sale of disposable trocars and bioidentical hormone pellets sold to third-parties increased over 2024 partially due to the continued success of our blunt-tip trocar that was introduced in 2024 and an increase in the number of bioidentical hormone pellets sold directly by Asteria Health to third-party practitioners.
In August 2021, we launched a direct-to-patient eCommerce platform whereby practitioners can invite their patients to buy Biote-branded dietary supplements online via our online store.
Our direct-to-patient eCommerce platform enables practitioners to invite their patients to buy Biote-branded dietary supplements online via our online store. In addition to our direct-to-patient eCommerce platform, our Biote-branded dietary supplements are also offered through our eCommerce platform with Amazon.
Interest Expense, Net Interest expense, net for the year ended December 31, 2024 increased $4.6 million to $11.0 million, or 72.9%, compared to the year ended December 31, 2023.
Interest Expense, Net Interest expense, net for the year ended December 31, 2025 remained relatively unchanged at $11.0 million compared to the year ended December 31, 2024.
The increases in cash used for our financing activities was partially offset by a $4.0 million decrease in distributions to our partners and a $2.0 million increase in proceeds from employee exercises of stock options compared with the year ended December 31, 2023. Critical Accounting Policies and Estimates The preparation of financial statements and related disclosures in accordance with U.S.
These decreases were partially offset by $2.2 million decrease in proceeds from employee exercises of stock options in 2025, primarily due to the decline in the price of our Class A common stock compared to 2024. Critical Accounting Policies and Estimates The preparation of financial statements and related disclosures in accordance with U.S.
For initial training, progress is measured by the number of training sessions completed, and for contract-term services, progress is measured on a time-elapsed basis. The training completion and time-elapsed bases represent the most reliable measure of transfer of control to the clinic for trainings and contract-term services, respectively.
The training completion and time-elapsed bases represent the most reliable measure of transfer of control to the clinic for training and contract-term services, respectively. Revenue is deferred for amounts billed or received prior to delivery of the services.
Weber will serve as a strategic advisor to us and our Board of Directors for up to one year, to assist with the transition and to work on special projects. Acquisitions On March 18, 2024, we acquired Asteria Health, a privately held 503B manufacturer of compounded bioidentical hormones.
Weber serves as a strategic advisor to us and our Board of Directors for up to one year, to assist with the transition and to work on special projects. Recent U.S.
The impact of global health crises and the related disruptions caused to the global economy did not have a material impact on our business during the years ended December 31, 2024 and 2023. Additionally, inflationary factors, such as increases in the cost of our materials and supplies, interest rates and overhead costs may adversely affect our business and operating results.
Additionally, inflationary factors, such as increases in the cost of our materials and supplies, interest rates and overhead costs may adversely affect our business and operating results.
The increase in procedure revenue compared to the year ended December 31, 2023, was primarily attributed to a 20.3% increase in pellets dispensed by Biote-certified practitioners in 2024 compared to 2023.
The decline in procedure revenue compared to the year ended December 31, 2024, was primarily attributed to a slowdown in new clinic additions coupled with a decline in procedure volume from existing Biote-certified practitioners in 2025 compared to 2024.
Cost of procedures increased 3.3% relative to the 6.6% increase in procedure revenue for 2024, reflecting an increase in cost savings in 2024 from the vertical integration of Asteria Health.
Cost of pellet procedures decreased 19.0% relative to the 8.8% decrease in procedure revenue for 2025, reflecting the cost savings from the vertical integration of Asteria Health coupled with the decrease in pellet procedures compared to the year ended December 31, 2024.
However, the bioidentical hormone pellets are recorded as inventory on our consolidated balance sheets from the date of shipment until such time as they are administered in a patient treatment as monitored and recorded in our BioTracker system as an additional service for administrative convenience of Biote-certified practitioners and Biote-partnered clinics.
Bioidentical hormone pellets are shipped directly to Biote-certified practitioners. Custody of the bioidentical hormone pellets is with Biote-certified practitioners. However, the bioidentical hormone pellets are recorded as inventory in our consolidated balance sheets from the date of shipment until the point in time they are dispensed by a Biote-certified practitioner.
Financing Activities Net cash used in financing activities increased $61.7 million to $76.1 million for the year ended December 31, 2024 compared to cash used by financing activities of $14.4 million for the year ended December 31, 2023.
Financing Activities Net cash used in financing activities decreased $32.5 million to $43.6 million for the year ended December 31, 2025 compared to cash used by financing activities of $76.1 million for the year ended December 31, 2024. Cash payments required under our repurchase liabilities decreased $24.6 million to $37.6 million in 2025 from $62.2 million in 2024.
These increases were partially offset by a $2.1 million decline in revenue from Biote-branded dietary supplements, which resulted from the transition of a portion of this business from a third-party distributor to our e-commerce platform with Amazon in 2024 compared with 2023.
The increase in revenue attributed to the sales of Biote-branded dietary supplements resulted from the continued focus on promoting our e-commerce site with Amazon during the year ended December 31, 2025, compared to the year ended December 31, 2024 when we were transitioning a portion of this business from a third-party distributor to our e-commerce site.
Liquidity and Capital Resources Our liquidity is derived primarily from available cash and cash equivalents, cash generated from operations, capacity under our revolving loans and, when necessary, debt and equity financing activities.
For the year ended December 31, 2024, this amount represents professional fees of $0.3 million and legal fees of $0.7 million which were associated with strategic opportunities to expand the business. 67 Liquidity and Capital Resources Our liquidity is derived primarily from available cash and cash equivalents, cash generated from operations, capacity under our revolving loans and, when necessary, debt and equity financing activities.
(10) Represents professional fees of $0.3 million and $0.6 million and legal fees of $0.7 million and $1.8 million incurred during the years ended December 31, 2024 and 2023, respectively and consulting fees of $0.4 million incurred during the year ended December 31, 2023, all of which were associated with strategic opportunities to expand the business.
(11) Represents legal and professional consulting fees totaling $0.1 million incurred during the year ended December 31, 2025 to finalize the purchase price allocation of Asteria Health and for other strategic opportunities to expand the business.
These products have a finite life ranging from six to twelve months. We assume the risk of loss due to expiration, damage or otherwise. Additionally, the products offered in our Biote-branded dietary supplement portfolio are produced by third-party manufacturers located in the United States.
Additionally, the products offered in our Biote-branded dietary supplement portfolio are produced by third-party 61 manufacturers located in the United States. We contract with a third party to provide warehousing, co-packing and logistics services for our Biote-branded dietary supplements.
Legal settlement expenses increased $4.0 million in 2024 principally due to the execution of a settlement agreement with Carie Boyd (see “Right Value Litigation” under Part I, Item 3. Legal Proceedings in this Annual Report on Form 10-K and Note 20 to our consolidated financial statements for additional information).
This decrease was primarily driven by legal settlement expenses of $4.9 million primarily related the execution of a settlement agreement with Carie Boyd that were incurred in 2024 and did not reoccur in 2025 (see “Right Value Litigation” under Part I, Item 3.
Item 3, Legal Proceedings in this Annual Report on Form 10-K and Note 20 to our consolidated financial statements for additional information) and a decrease in consulting service fees associated with management’s strategic initiatives, which were completed in the first quarter of 2024.
Legal Proceedings in this Annual Report on Form 10-K and Note 19 to our consolidated financial statements for additional information). Additionally legal expenses decreased $2.4 million due to a decline in 65 legal fees associated with business combinations, asset acquisitions and other claims asserted in the ordinary course of our business compared to the year ended December 31, 2024.
(3) Represents employee compensation expense associated with equity-based stock awards. This includes expense associated with equity incentive instruments including phantom stock awards, stock options and restricted stock units. (4) Represents legal expenses to defend us against claims asserted by our former owner.
Depreciation expense of $0.4 million and $0.03 million was included in cost of products for the years ended December 31, 2025 and 2024, respectively. (3) Represents employee compensation expense associated with equity-based stock awards. This includes expense associated with equity incentive instruments including phantom stock awards, stock options and restricted stock units.
Additionally, in 2024 we incurred expenses related to our first annual marketing event for Biote-certified providers since the onset of the COVID-19 pandemic of $0.8 million and other marketing-related expenses increased $0.8 million in 2024 due to an increase in web-based marketing in an ongoing effort to increase awareness of the products and services offered by Biote-certified practitioners, compared with 2023.
These decreases were partially offset by a $2.2 million increase in marketing-related expenses which resulted from the increase in Biote-branded dietary supplement sales volume through our e-commerce site on Amazon in 2025 and an increase in web-based marketing expense in an ongoing effort to increase awareness of the products and services offered by Biote-certified practitioners, compared with 2024.
Cost of revenue Cost of revenue for the year ended December 31, 2024 increased $0.3 million, to $58.1 million, or 0.4% compared to the year ended December 31, 2023. The increase was primarily due to the net impact of higher volumes at sustained unit costs.
Cost of revenue Cost of revenue for the year ended December 31, 2025 decreased $3.3 million, to $54.9 million, or 5.6% compared to the year ended December 31, 2024.
The increase was primarily the result of $2.6 million in accreted interest related to our share repurchase liability, higher interest rates on our Term Loan during 2024 and interest incurred on borrowings under our Revolving Loans. These increases were partially offset by interest income earned on our money market account in 2024.
A majority of this decrease was offset by a $1.1 million decrease in interest income earned on our money market account which resulted from lower cash balances coupled with a $0.6 million increase in accreted interest related to our share repurchase liabilities during the year ended December 31, 2025, compared to the year ended December 31, 2024.
These increases in cost of revenue were partially offset by a $2.3 million decrease in cost of Biote-branded dietary supplements which was primarily driven by the decline in sales of Biote-branded dietary supplements in 2024 compared with 2023.
The decrease in cost related to pellet procedures was partially offset by a 13.7% increase in cost associated with our Biote-branded dietary supplements due to the increase in Biote-branded dietary supplement revenue compared to the year ended December 31, 2024.
Loss from Change in Fair Value of Warrant Liability The change in fair value of warrant liability was primarily due to our offer to exchange our outstanding warrants for common stock.
Gain (Loss) from Change in Fair Value of Earnout Liabilities The change in fair value of the earnout liabilities was primarily due to a 57.9% decrease in the closing price of our Class A common stock during the year ended December 31, 2025, compared with an increase of 25.1% for the year ended December 31, 2024.
Removed
Custody of the bioidentical hormone pellets is with Biote-certified practitioners.
Added
Biote-certified practitioners record the dispensation of bioidentical hormone pellets and monitor inventory levels in the inventory management system that is offered as part of the Biote Method. Bioidentical hormone pellets have a finite life ranging from six to twelve months. We assume the risk of loss due to expiration, damage or otherwise.
Removed
As part of the integration process associated with this strategic transaction, we are narrowing our current vendor network to better manage our supply chain.
Added
Although Asteria Health has been integrated into our processes, we continue to utilize our current vendor network to manage our supply chain to meet the demands of our Biote-certified clinics.
Removed
While there is no guarantee that we will be able to negotiate a new agreement with AnazaoHealth and continue our partnership following such notice of termination on terms that are acceptable to us, if at all, we believe we can continue to meet the product demands of our Biote-practitioners through our existing direct manufacturing capabilities and vendor network while continuing to expand our vertical integration.
Added
In the second quarter of 2025, we executed a second amendment to the AnazaoHealth Pharmacy Services Agreement effective July 19, 2025 (the “Second Amendment”), which extends the AnazaoHealth Pharmacy Services Agreement through December 31, 2027 and provides for a one-year extension at our discretion.
Removed
Revenue generated from individual Biote-partnered clinics varies significantly. This variability is due to many factors, including: tenure of its practitioners as Biote-certified practitioners; the number of certified practitioners in an individual clinic; the number of patients served by a clinic; the clinic’s patient demographics; and the clinic’s geographic location and population density.
Added
With the Second Amendment in place and through our existing direct manufacturing capabilities, we believe we are well positioned to continue meeting the product demands of our current Biote certified practitioners while focusing on expanding our Biote-certified clinic network.
Removed
The master services agreements (“MSAs”) we enter into with Biote-partnered clinics contain tiered pricing provisions for the management fees. These provisions provide for decreasing management fees owed to us based on the number of new patients treated.
Added
The following table presents a summary of our key financial results: Year Ended December 31, (in thousands) 2025 2024 Total revenue $ 192,219 $ 197,191 Net income 31,597 46 Adjusted EBITDA* 53,481 58,225 *Please refer to “Non-GAAP Measures” below for reconciliations of Adjusted EBITDA to the most directly comparable U.S.
Removed
Our revenue was $197.2 million and $185.4 million, our net income was $0.05 million and our net loss was $2.8 million, and our Adjusted EBITDA was $58.2 million and $55.3 million, for the years ended December 31, 2024 and 2023, respectively.
Added
GAAP measure, net income, and for additional information about Adjusted EBITDA.
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