SEC Form SC 13G/A filed by Biote Corp. (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 1)1
|
biote Corp. |
|
(Name of Issuer) |
|
Class A common stock, par value $0.0001 per share |
|
(Title of Class of Securities) |
|
090683103 |
|
(CUSIP Number) |
|
December 31, 2023 |
|
(Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1(b) |
| ☒ | Rule 13d-1(c) |
| ☐ | Rule 13d-1(d) |
1 The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 090683103
| 1 | NAME OF REPORTING PERSON | ||||||||||||||||||
| BANDERA PARTNERS LLC | |||||||||||||||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ | |||||||||||||||||
| (b) ☐ | |||||||||||||||||||
| 3 | SEC USE ONLY | ||||||||||||||||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||||||||||
| DELAWARE | |||||||||||||||||||
| NUMBER OF | 5 | SOLE VOTING POWER | |||||||||||||||||
| SHARES | |||||||||||||||||||
| BENEFICIALLY | 1,832,732 | ||||||||||||||||||
| OWNED BY | 6 | SHARED VOTING POWER | |||||||||||||||||
| EACH | |||||||||||||||||||
| REPORTING | - 0 - | ||||||||||||||||||
| PERSON WITH | 7 | SOLE DISPOSITIVE POWER | |||||||||||||||||
| 1,832,732 | |||||||||||||||||||
| 8 | SHARED DISPOSITIVE POWER | ||||||||||||||||||
| - 0 - | |||||||||||||||||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||||||||||
| 1,832,732 | |||||||||||||||||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ☐ | |||||||||||||||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||||||||||||||||
| 5.4% | |||||||||||||||||||
| 12 | TYPE OF REPORTING PERSON | ||||||||||||||||||
| IA, OO | |||||||||||||||||||
| 2 |
CUSIP No. 090683103
| 1 | NAME OF REPORTING PERSON | ||||||||||||||||||
| GREGORY BYLINSKY | |||||||||||||||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ | |||||||||||||||||
| (b) ☐ | |||||||||||||||||||
| 3 | SEC USE ONLY | ||||||||||||||||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||||||||||
| UNITED STATES | |||||||||||||||||||
| NUMBER OF | 5 | SOLE VOTING POWER | |||||||||||||||||
| SHARES | |||||||||||||||||||
| BENEFICIALLY | - 0 - | ||||||||||||||||||
| OWNED BY | 6 | SHARED VOTING POWER | |||||||||||||||||
| EACH | |||||||||||||||||||
| REPORTING | 1,832,732 | ||||||||||||||||||
| PERSON WITH | 7 | SOLE DISPOSITIVE POWER | |||||||||||||||||
| - 0 - | |||||||||||||||||||
| 8 | SHARED DISPOSITIVE POWER | ||||||||||||||||||
| 1,832,732 | |||||||||||||||||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||||||||||
| 1,832,732 | |||||||||||||||||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ☐ | |||||||||||||||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||||||||||||||||
| 5.4% | |||||||||||||||||||
| 12 | TYPE OF REPORTING PERSON | ||||||||||||||||||
| HC, IN | |||||||||||||||||||
| 3 |
CUSIP No. 090683103
| 1 | NAME OF REPORTING PERSON | ||||||||||||||||||
| JEFFERSON GRAMM | |||||||||||||||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ | |||||||||||||||||
| (b) ☐ | |||||||||||||||||||
| 3 | SEC USE ONLY | ||||||||||||||||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||||||||||
| UNITED STATES | |||||||||||||||||||
| NUMBER OF | 5 | SOLE VOTING POWER | |||||||||||||||||
| SHARES | |||||||||||||||||||
| BENEFICIALLY | - 0 - | ||||||||||||||||||
| OWNED BY | 6 | SHARED VOTING POWER | |||||||||||||||||
| EACH | |||||||||||||||||||
| REPORTING | 1,832,732 | ||||||||||||||||||
| PERSON WITH | 7 | SOLE DISPOSITIVE POWER | |||||||||||||||||
| - 0 - | |||||||||||||||||||
| 8 | SHARED DISPOSITIVE POWER | ||||||||||||||||||
| 1,832,732 | |||||||||||||||||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||||||||||
| 1,832,732 | |||||||||||||||||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ☐ | |||||||||||||||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||||||||||||||||
| 5.4% | |||||||||||||||||||
| 12 | TYPE OF REPORTING PERSON | ||||||||||||||||||
| HC, IN | |||||||||||||||||||
| 4 |
CUSIP No. 090683103
Although the Reporting Persons (as defined below) qualified to file the initial Statement on Schedule 13G pursuant to Rule 13d-1(b) under the Securities Exchange Act of 1934, as amended, they elected to voluntarily file the initial Statement on Schedule 13G earlier than was required pursuant to Rule 13d-1(c) under the Securities Exchange Act of 1934, as amended.
| Item 1(a). | Name of Issuer: |
biote Corp., a Delaware corporation (the “Issuer”).
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
1875 W. Walnut Hill Ln #100
Irving, Texas 75038
| Item 2(a). | Name of Person Filing: |
This statement is filed by Bandera Partners LLC, a Delaware limited liability company (“Bandera Partners”), Gregory Bylinsky and Jefferson Gramm. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”
Bandera Partners and Messrs. Bylinsky and Gramm are filing this Statement with respect to the Shares (as defined below) directly held by Bandera Master Fund L.P., a Cayman Islands exempted limited partnership (“Bandera Master Fund”).
Bandera Partners is the investment manager of Bandera Master Fund and may be deemed to have beneficial ownership over the Shares held by Bandera Master Fund by virtue of the sole and exclusive authority granted to Bandera Partners by Bandera Master Fund to vote and dispose of such Shares. Messrs. Bylinsky and Gramm are Managing Members of Bandera Partners and may be deemed to beneficially own the Shares held by Bandera Master Fund.
The filing of this Schedule 13G shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the Shares that it or he does not directly own. Without limiting the foregoing sentence, Bandera Master Fund specifically disclaims beneficial ownership of the Shares held by it by virtue of its inability to vote or dispose of such Shares.
| Item 2(b). | Address of Principal Business Office or, if none, Residence: |
The principal business address of each of the Reporting Persons is 50 Broad Street, Suite 1820, New York, New York 10004.
| Item 2(c). | Citizenship: |
Bandera Partners is organized under the laws of the State of Delaware. Each of Messrs. Bylinsky and Gramm is a citizen of the United States of America.
| Item 2(d). | Title of Class of Securities: |
Class A common stock, par value $0.0001 per share (the “Shares”).
| 5 |
CUSIP No. 090683103
| Item 2(e). | CUSIP Number: |
090683103
| Item 3. | If this statement is filed pursuant to Section 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| /X/ | Not Applicable | ||
| (a) | / / | Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o). | |
| (b) | / / | Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c). | |
| (c) | / / | Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c). | |
| (d) | / / | Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | |
| (e) | / / | Investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E). | |
| (f) | / / | Employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F). | |
| (g) | / / | Parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G). | |
| (h) | / / | Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). | |
| (i) | / / | Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3). | |
| (j) | / / | Non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J). | |
| (k) | / / | Group, in accordance with Section 240.13d-1(b)(1)(ii)(J). |
| Item 4. | Ownership. |
All ownership information reported in this Item 4 is as of the close of business on December 31, 2023.
Bandera Partners LLC
| (a) | Amount beneficially owned: |
1,832,732 Shares
| 6 |
CUSIP No. 090683103
| (b) | Percent of class: |
5.4% (based on 33,940,353 Shares outstanding as of November 9, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 11, 2023)
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote |
1,832,732 Shares
| (ii) | Shared power to vote or to direct the vote |
0 Shares
| (iii) | Sole power to dispose or to direct the disposition of |
1,832,732 Shares
| (iv) | Shared power to dispose or to direct the disposition of |
0 Shares
Gregory Bylinsky
| (a) | Amount beneficially owned: |
1,832,732 Shares
| (b) | Percent of class: |
5.4% (based on 33,940,353 Shares outstanding as of November 9, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 11, 2023)
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote |
0 Shares
| (ii) | Shared power to vote or to direct the vote |
1,832,732 Shares
| (iii) | Sole power to dispose or to direct the disposition of |
0 Shares
| (iv) | Shared power to dispose or to direct the disposition of |
1,832,732 Shares
| 7 |
CUSIP No. 090683103
Jefferson Gramm
| (a) | Amount beneficially owned: |
1,832,732 Shares
| (b) | Percent of class: |
5.4% (based on 33,940,353 Shares outstanding as of November 9, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 11, 2023)
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote |
0 Shares
| (ii) | Shared power to vote or to direct the vote |
1,832,732 Shares
| (iii) | Sole power to dispose or to direct the disposition of |
0 Shares
| (iv) | Shared power to dispose or to direct the disposition of |
1,832,732 Shares
| Item 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
The right to receive dividends from, or the proceeds from the sale of, the Shares reported herein is held by Bandera Master Fund, a private investment fund for which Bandera Partners serves as investment manager. Bandera Partners and Messrs. Bylinsky and Gramm disclaim beneficial ownership of the Shares reported in this statement pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, as amended.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not applicable.
| 8 |
CUSIP No. 090683103
| Item 8. | Identification and Classification of Members of the Group. |
See Exhibit 99.1 to the Schedule 13G filed by the Reporting Persons with the Securities and Exchange Commission on June 13, 2023.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
| Item 10. | Certifications. |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
| 9 |
CUSIP No. 090683103
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: February 13, 2024
| BANDERA PARTNERS LLC | |||
| By: |
/s/ Gregory Bylinsky | ||
| Name: | Gregory Bylinsky | ||
| Title: | Managing Member | ||
|
/s/ Gregory Bylinsky | |
| Gregory Bylinsky |
|
/s/ Jefferson Gramm | |
| Jefferson Gramm |
| 10 |