Item 8.01. Other Events.

On June 5, 2023, biote Corp. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Roth Capital Partners, LLC, as the underwriter (the "Underwriter"), and a selling stockholder (the "Selling Stockholder"), in connection with the offering and sale (the "Offering") by the Selling Stockholder of 5,217,392 shares (the "shares") of Class A common stock, par value $0.0001 per share (the "Class A Common Stock"), at a price of $5.35 per share, less underwriting discounts and commissions. Pursuant to the Underwriting Agreement, the Underwriter has a 30-day option (the "Option") to purchase up to an additional 782,608 shares of common stock from the Selling Stockholder on the same terms and conditions. On June 5, 2023, the Underwriter partially exercised the Option and purchased an additional 576,108 shares of Class A Common Stock from the Selling Stockholder.

The shares are registered pursuant to an effective registration statement on Form S-1 (Registration No. 333-265714), declared effective by the Securities and Exchange Commission (the "Commission") on July 19, 2022, as amended by Post-Effective Amendment No. 1 thereto, declared effective by the Commission on April 11, 2023. A prospectus relating to the shares was filed with the Commission on June 7, 2023. The Offering closed on June 7, 2023.

The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriter, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions.

The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The following exhibits relating to Item 8.01 shall be deemed to be furnished, and not filed:



Exhibit
  No.                                     Description

1.1            Underwriting Agreement, dated June 5, 2023, by and among the
             Company, Roth Capital Partners, LLC, as the underwriter, and the
             Selling Stockholder named therein.

104          Cover Page Interactive Data File (embedded within the inline XBRL
             document).

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