biote Corp.

Item 1. 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. These types of matters naturally develop over a period of time and expectations can change as a result of appeals, rulings, settlements, new finding, or other factors. Often, we are unable to determine that a loss is probable, or to reasonably estimate the amount of loss or a range of loss, for a matter because of the potential effects of future events and decisions by third parties, such as courts and regulators, that will determine the ultimate resolution of the matter. From time to time, we may settle claims brought against us if we determine that such settlement is in our best interest.

Although the results of litigation and claims are inherently unpredictable and uncertain, we are not currently a party to any legal proceedings the outcome of which, if determined adversely to us, are believed to, either individually or taken together, have a material adverse effect on our business, operating results, cash flows or financial condition. Regardless of the outcome, litigation has the potential to have an adverse impact on us due to defense costs and possible settlement expenses, diversion of management resources and other factors.

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 the Company 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”). The Company has brought counterclaims against Right Value generally for fraud, breach of contract, and quantum meruit.

On February 26, 2025, BioTE Medical entered into a Settlement Agreement (the “Settlement Agreement”) with Right Value. Pursuant to the Settlement Agreement, BioTE Medical agreed to pay Right Value an aggregate amount of $5.0 million, of which $3.5 million was paid in February 2025. The remaining due under the Settlement Agreement was paid in February 2026. In addition to the monetary settlement, 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 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.

Yosaki and Mioko Trusts

On July 12, 2024, a lawsuit was filed in the Delaware Court of Chancery against Haymaker Sponsor III, LLC, the Company's outside legal counsel, and certain Company executive officers and directors (collectively, “Defendants”) by two trusts (“Plaintiffs”) that allegedly owned shares representing approximately 4.2% of the Company's outstanding stock immediately following the May 26, 2022 transaction with Haymaker Acquisition Corp III. The lawsuit alleges breaches of fiduciary duties, aiding and abetting those alleged breaches, and unjust enrichment (“July 12, 2024 Litigation”). This case was closed on January 7, 2026.

Cindy Latch

On November 15, 2024, Cindy Latch, an actress / model who formerly appeared in one BioTE marketing video, filed suit against BioTE alleging misappropriation of her name, image and likeness by both BioTE and various of its approved practitioners and sought a temporary restraining order and temporary injunction. On April 14, 2026, the Company entered into a settlement agreement and release, pursuant to which the Company agreed to pay Ms. Latch an aggregate amount of $0.08 million. In addition to the monetary settlement, the parties identified in the suit have agreed to dismiss the suit with prejudice. The settlement agreement contains, among other things, a customary mutual release of all claims, demands, causes of actions and liabilities that were asserted in the suit. The Company paid the amount due under the settlement agreement and release on May 11, 2026.

Other Resolved Legal Matters

During the three and six months ended June 30, 2026, the Company actively sought to resolve legal matters to reduce risk and avoid the ongoing expense of litigation. In addition to the claims listed above, the Company has either resolved or reached an agreement on the material terms of settlement related to various legal matters. The material terms of certain of these settlements were reached subsequent to June 30, 2026. The Company recorded a charge of $5.1 million related to these settlements, which was included in selling, general and administrative expense on the unaudited condensed consolidated statement of operations and comprehensive income (loss) for each of the three and six months ended June 30, 2026. Additionally, this amount was included in accrued liabilities on the Company’s June 30, 2026 unaudited condensed consolidated balance sheet.