UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 8, 2024, biote Corp. (the “Company”) appointed Robert Peterson as Chief Financial Officer (principal accounting and principal financial officer) of the Company, effective immediately. Mr. Peterson will succeed Samar Kamdar who is currently expected to stay with the Company through February 29, 2024 to assist with the transition and work on special projects.
Mr. Peterson, age 47, joins the Company from Virbac Corp., an animal health pharmaceutical company, where he served as the chief financial officer from September 2017 to January 2024. Mr. Peterson is a Certified Public Accountant and holds a Bachelor’s in Business Administration and a Masters in Business Administration from Texas Christian University.
In connection with his appointment as Chief Financial Officer, the Company entered into an employment agreement with Mr. Peterson, dated as of January 8, 2024 (the “Employment Agreement”). The Employment Agreement provides for Mr. Peterson’s at-will employment as the Chief Financial Officer for a term commencing on January 8, 2024 and continuing until terminated by either the Company or Mr. Peterson. Under the terms of the Employment Agreement, Mr. Peterson will be entitled to: (i) an annualized base salary of $425,000 per year; (ii) annual bonus up to 50% of his base salary; (iii) an initial grant of (a) restricted stock units valued at $177,000 and (b) 400,000 options to purchase shares of the Company’s Class A common stock, in each case pursuant to the Company’s 2022 Equity Incentive Plan and eligibility to participate in the 2022 Equity Incentive Plan; and (iv) eligibility to participate in the Company’s employee benefit plans and programs in accordance with the terms and conditions of the applicable plans and programs.
Other than the foregoing, Mr. Peterson is not party to any arrangement or understanding with any other pursuant to which he was appointed as an officer, nor is he party to any transactions required to be disclosed pursuant to Item 404(a) of Regulation S-K involving the Company. There are no family relationships between Mr. Peterson and any of the Company’s directors and executive officers.
The foregoing description of the Employment Agreement is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment Agreement, which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.
Samar Kamdar, the Company’s current Chief Financial Officer, will transition out of his role, effective immediately. However, Mr. Kamdar is currently expected to remain employed by the Company through February 29, 2024. Mr. Kamdar’s transition is unrelated to the Company’s financial results or any disagreement with the Company over its accounting principles, practices or financial disclosures. The Company thanks Mr. Kamdar for his service to the Company and its stockholders.
On January 11, 2024, Mr. Kamdar entered into an executive transition agreement with the Company (the “Transition Agreement”), which specifies the terms of his continuing employment during the transition period. Pursuant to the Transition Agreement, Mr. Kamdar will remain employed with the Company through February 29, 2024, to assist with the transition and work on special projects. Throughout the term of the Transition Agreement, Mr. Kamdar will continue to receive the rate of base salary currently in effect and will be eligible to receive up to $140,000 as an additional severance benefit, subject to certain conditions. Except as otherwise set forth in the Transition Agreement, all other terms and conditions set forth in Mr. Kamdar’s Employment Agreement, effective as of July 25, 2022, by and between BioTE Medical, LLC and Samar Kamdar, as amended by the Amendment to the Employment Agreement, effective as of August 24, 2022, by and between BioTE Medical, LLC and Samar Kamdar, copies of which were filed as Exhibits 10.1 and 10.2, respectively, to the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 11, 2022, and each of which is incorporated herein by reference, are expected to remain in full force and effect.
The above description of the Transition Agreement is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the Transition Agreement, which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.
Item 7.01 Regulation FD Disclosure.
On January 11, 2024, the Company issued a press release with respect to the management changes described in Item 5.02 of this Current Report on Form 8-K. A copy of the Company’s press release is being furnished as Exhibit 99.1 to this Form 8-K. The exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
Description | |
| 99.1 | Press Release dated January 11, 2024. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURE
Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BIOTE CORP. | ||
| By: | /s/ Teresa S. Weber | |
| Name: | Teresa S. Weber | |
| Title: | Chief Executive Officer | |
Date: January 11, 2024