biote Corp-A 2025年季度报告

FORM10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 For the transition period from______________to______________ Commission File Number:001-40128 (Exact Name of Registrant as Specified in its Charter) Delaware(State or other jurisdiction ofincorporation or organization)1875 W. Walnut Hill Ln#100Irving,TX(Address of principal executive offices)Registrant’s telephone number, including area code: (844)604-1246 Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on which registeredThe Nasdaq Stock Market LLC Class A common stock, par value $0.0001 per share Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirementsfor the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” inRule 12b-2 of the Exchange Act. Large accelerated filer☐Non-accelerated filer☐Emerging growth company☒ Accelerated filer☒Smaller reporting 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 newor revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☒ As of November 5, 2025, the registrant had32,268,460shares of Class A common stock, $0.0001 par value per share, outstanding and13,394,170shares ofClass V voting stock, $0.0001 par value per share, outstanding. Table of Contents Cautionary Note Regarding Forward Looking Statements PART I.FINANCIAL INFORMATION Item 1.Financial Statements (Unaudited)Condensed Consolidated Balance SheetsCondensed Consolidated Statements of Operations and Comprehensive Income (Loss)Condensed Consolidated Statements of Stockholders’ Equity (Deficit)Condensed Consolidated Statements of Cash FlowsNotes to Condensed Consolidated Financial StatementsItem 2.Management’s Discussion and Analysis of Financial Condition and Results of OperationsItem 3.Quantitative and Qualitative Disclosures About Market RiskItem 4.Controls and Procedures PART II.OTHER INFORMATION Item 1.Legal ProceedingsItem 1A.Risk FactorsItem 2.Unregistered Sales of Equity Securities and Use of ProceedsItem 3.Defaults Upon Senior SecuritiesItem 4.Mine Safety DisclosuresItem 5.Other InformationItem 6.Exhibits Signatures CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q (this “Quarterly Report”) contains forward-looking statements within the meaning ofthe Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts contained in thisQuarterly Report may be forward-looking statements. In some cases, you can identify forward-looking statements by terms such as“anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “forecast,” “hope,” “intend,” “may,” “might,” “ongoing,”“plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would” or the negative of these terms or other similarterms or expressions. Forward-looking statements contained in this Quarterly Report include, but are not limited to statementsregarding biote Corp.’s future results of operations and financial position, industry and business trends, business strategy, plans,market growth and management’s expectations, hopes, beliefs, intentions, or strategies regarding the future. These forward-looking statements are based on information available as of the date of this Quarterly Report, and ourmanagement’s current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties.Accordingly, forward-looking statements should not be relied upon as representing the Company’s views as of any subsequentdate. The Company does not undertake any obligation to update forward-looking statements to reflect events or circumstances afterthe date they were made, whether as a result of new information, future events or otherwise, except as may be required underappl