biote (BTMD) 10-Q 12 Nov 24 2024 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2024	Nov. 08, 2024
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Trading Symbol	BTMD
Entity Registrant Name	biote Corp.
Entity Central Index Key	0001819253
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Security Exchange Name	NASDAQ
Entity File Number	001-40128
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-1791125
Entity Address, Address Line One	1875 W. Walnut Hill Ln
Entity Address, Address Line Two	#100
Entity Address, City or Town	Irving
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75038
City Area Code	844
Local Phone Number	604-1246
Document Quarterly Report	true
Document Transition Report	false
Class A Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		32,700,163
Class V Voting Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		21,636,975

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Current assets
Cash and cash equivalents	$ 38,225	$ 89,002
Accounts receivable, net	8,493	6,809
Inventory, net	16,200	17,307
Other current assets	7,065	9,225
Total current assets	69,983	122,343
Property and equipment, net	5,813	1,218
Capitalized software, net	4,974	4,973
Goodwill	5,516
Intangible assets, net	5,666
Operating lease right-of-use assets	3,376	1,877
Deferred tax asset	5,924	24,884
Total assets	101,252	155,295
Current liabilities
Accounts payable	4,374	4,155
Accrued expenses	8,185	8,497
Term loan, current	6,250	6,250
Deferred revenue, current	2,927	3,002
Earnout liabilities, current	100
Operating lease liabilities, current	482	311
Share repurchase liabilities, current	24,192
Total current liabilities	46,510	22,215
Term loan, net of current portion	102,548	106,630
Revolving loans	10,000
Deferred revenue, net of current portion	1,603	1,322
Operating lease liabilities, net of current portion	3,026	1,680
Share repurchase liabilities net of current portion	43,610
TRA liability	4,424	18,894
Earnout liabilities, net of current portion	16,355	41,100
Total liabilities	228,076	191,841
Commitments and contingencies (See Note 19)
Stockholders' Deficit
Preferred stock, $0.0001 par value, 10,000,000 shares authorized; no shares issued or outstanding as of September 30, 2024 and December 31, 2023
Additional paid-in capital	0	0
Accumulated deficit	(124,717)	(29,391)
Accumulated other comprehensive loss	(29)	(12)
Treasury stock, at cost	(5,600)
biote Corp.'s stockholders' deficit	(130,342)	(29,397)
Noncontrolling interest	3,518	(7,149)
Total stockholders' deficit	(126,824)	(36,546)
Total liabilities and stockholders' deficit	101,252	155,295
Class A Common Stock
Stockholders' Deficit
Common stock value	3	3
Class V Common Stock
Stockholders' Deficit
Common stock value	$ 1	$ 3

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2024	Dec. 31, 2023
Preferred stock, par or stated value per share	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock shares issued	0	0
Preferred stock, shares outstanding	0	0
Class A Common Stock
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	600,000,000	600,000,000
Common stock, shares issued	32,700,163	35,842,383
Common stock, shares outstanding	31,112,663	34,254,883
Class V Common Stock
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	7,249,879	38,819,066
Common stock, shares outstanding	5,221,653	28,819,066

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Revenue
Total revenue	$ 51,384	$ 45,557	$ 147,357	$ 139,657
Cost of revenue
Cost of revenue	15,172	14,167	43,826	43,872
Selling, general, and administrative	24,028	23,791	74,687	72,636
Income from operations	12,184	7,599	28,844	23,149
Other income (expense) net :
Interest expense, net	(3,542)	(1,530)	(7,779)	(4,821)
Loss from change in fair value of warrant liability				(13,411)
Gain (loss) from change in fair value of earnout liabilities	7,213	17,450	(18,825)	(14,360)
Other income (expense)		(3)	(4)	(14)
Total other income (expense), net	3,671	15,917	(26,608)	(32,606)
Income (loss) before provision for income taxes	15,855	23,516	2,236	(9,457)
Income tax expense	3,198	3,874	5,673	5,426
Net Income (loss)	12,657	19,642	(3,437)	(14,883)
Less: Net income (loss) attributable to noncontrolling interest	1,955	12,112	(2,891)	(10,465)
Net income (loss) attributable to biote Corp. stockholders	10,702	7,530	(546)	(4,418)
Other comprehensive income (loss):
Foreign currency translation adjustments	(8)	8	(10)	8
Other comprehensive income (loss)	(8)	8	(10)	8
Comprehensive income (loss)	$ 12,649	$ 19,650	$ (3,447)	$ (14,875)
Net income (loss) per common share
Basic	$ 0.34	$ 0.25	$ (0.02)	$ (0.19)
Diluted	$ 0.33	$ 0.24	$ (0.02)	$ (0.19)
Weighted average common shares outstanding
Basic	31,045,174	30,334,193	33,235,662	22,921,401
Diluted	32,260,809	31,041,245	33,235,662	22,921,401
Product Revenue
Revenue
Total revenue	$ 49,806	$ 44,831	$ 143,952	$ 137,638
Cost of revenue
Cost of revenue	14,431	13,070	41,659	41,089
Service Revenue
Revenue
Total revenue	1,578	726	3,405	2,019
Cost of revenue
Cost of revenue	$ 741	$ 1,097	$ 2,167	$ 2,783

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (Unaudited) - USD ($) $ in Thousands	Total	Common Stock Class A Common Stock	Common Stock Class V Common Stock	Accumulated Deficit	Accumulated Other Comprehensive Loss	Treasury Stock	Total Stockholders' Deficit Attributable to biote Corp.	Non Controlling Interest
Beginning balance at Dec. 31, 2022	$ (58,274)	$ 1	$ 5	$ (44,460)	$ (5)		$ (44,459)	$ (13,815)
Beginning balance, shares at Dec. 31, 2022		9,655,387	48,565,824
Distributions	(3,093)							(3,093)
Net income (loss)	(21,430)			(6,805)			(6,805)	(14,625)
Other comprehensive income (loss)	1							1
Share-based compensation	2,170			2,170			2,170
Vesting of RSUs				1,915	(4)		1,911	(1,911)
Vesting of RSUs, shares		426,208
Exercise of stock options	420			2,043	(3)		2,040	(1,620)
Exercise of stock options, shares		105,049
Litigation settlement	1,199			1,199			1,199
Litigation settlement, shares		375,000
Exchanges of Class V voting stock		$ 1	$ (1)	208			208	(208)
Exchanges of Class V voting stock, shares		7,953,258	(7,953,258)
TRA liability	(4,802)			(4,802)			(4,802)
Ending balance at Mar. 31, 2023	(83,809)	$ 2	$ 4	(48,532)	(12)		(48,538)	(35,271)
Ending balance, shares at Mar. 31, 2023		18,514,902	40,612,566
Beginning balance at Dec. 31, 2022	(58,274)	$ 1	$ 5	(44,460)	(5)		(44,459)	(13,815)
Beginning balance, shares at Dec. 31, 2022		9,655,387	48,565,824
Net income (loss)	(14,883)
Ending balance at Sep. 30, 2023	(51,265)	$ 3	$ 3	(40,522)	(13)		(40,529)	(10,736)
Ending balance, shares at Sep. 30, 2023		33,940,353	28,819,066
Beginning balance at Dec. 31, 2022	(58,274)	$ 1	$ 5	(44,460)	(5)		(44,459)	(13,815)
Beginning balance, shares at Dec. 31, 2022		9,655,387	48,565,824
Ending balance at Dec. 31, 2023	(36,546)	$ 3	$ 3	(29,391)	(12)		(29,397)	(7,149)
Ending balance, shares at Dec. 31, 2023		34,254,883	28,819,066
Beginning balance at Mar. 31, 2023	(83,809)	$ 2	$ 4	(48,532)	(12)		(48,538)	(35,271)
Beginning balance, shares at Mar. 31, 2023		18,514,902	40,612,566
Distributions	(3,495)							(3,495)
Net income (loss)	(13,095)			(5,143)			(5,143)	(7,952)
Other comprehensive income (loss)	(1)							(1)
Share-based compensation	2,647			2,647			2,647
Vesting of RSUs				(3,932)	(1)		(3,933)	3,933
Vesting of RSUs, shares		326,261
Settlement of warrants	17,515			15,986	(1)		15,985	1,530
Settlement of warrants, Shares		3,088,473
Exchanges of Class V voting stock		$ 1	$ (1)	(14,419)	(4)		(14,423)	14,423
Exchanges of Class V voting stock, shares		5,793,500	(5,793,500)
TRA liability	(7,000)			(7,000)			(7,000)
Ending balance at Jun. 30, 2023	(73,238)	$ 3	$ 3	(46,393)	(18)		(46,405)	(26,833)
Ending balance, shares at Jun. 30, 2023		27,723,136	34,819,066
Distributions	(1,000)							(1,000)
Net income (loss)	19,642			7,530			7,530	12,112
Other comprehensive income (loss)	17				8		8	9
Share-based compensation	2,243			2,243			2,243
Vesting of RSUs				(1,730)	(1)		(1,731)	1,731
Vesting of RSUs, shares		217,217
Exchanges of Class V voting stock	(1)			(3,244)	(2)		(3,246)	3,245
Exchanges of Class V voting stock, shares		6,000,000	(6,000,000)
TRA liability	1,072			1,072			1,072
Ending balance at Sep. 30, 2023	(51,265)	$ 3	$ 3	(40,522)	(13)		(40,529)	(10,736)
Ending balance, shares at Sep. 30, 2023		33,940,353	28,819,066
Beginning balance at Dec. 31, 2023	(36,546)	$ 3	$ 3	(29,391)	(12)		(29,397)	(7,149)
Beginning balance, shares at Dec. 31, 2023		34,254,883	28,819,066
Distributions	(2,112)							(2,112)
Net income (loss)	(5,726)			(4,161)			(4,161)	(1,565)
Other comprehensive income (loss)	(5)				(2)		(2)	(3)
Share-based compensation	1,763			1,763			1,763
Vesting of RSUs				(90)			(90)	90
Vesting of RSUs, shares		177,843
Exercise of stock options	324			(931)			(931)	1,255
Exercise of stock options, shares		80,598
Common stock repurchased	(4,088)					$ (4,088)	(4,088)
Common stock repurchased, shares		(740,921)
Shares issued in connection with acquisition	1,574			879			879	695
Shares issued in connection with acquisition, share		291,829
Ending balance at Mar. 31, 2024	(44,816)	$ 3	$ 3	(31,931)	(14)	(4,088)	(36,027)	(8,789)
Ending balance, shares at Mar. 31, 2024		34,064,232	28,819,066
Beginning balance at Dec. 31, 2023	(36,546)	$ 3	$ 3	(29,391)	(12)		(29,397)	(7,149)
Beginning balance, shares at Dec. 31, 2023		34,254,883	28,819,066
Net income (loss)	(3,437)
Ending balance at Sep. 30, 2024	(126,824)	$ 3	$ 1	(124,717)	(29)	(5,600)	(130,342)	3,518
Ending balance, shares at Sep. 30, 2024		31,112,663	5,221,653
Beginning balance at Mar. 31, 2024	(44,816)	$ 3	$ 3	(31,931)	(14)	(4,088)	(36,027)	(8,789)
Beginning balance, shares at Mar. 31, 2024		34,064,232	28,819,066
Distributions	(2,091)							(2,091)
Net income (loss)	(10,368)			(7,087)			(7,087)	(3,281)
Other comprehensive income (loss)	(3)				(3)		(3)
Share-based compensation	2,841			2,841			2,841
Vesting of RSUs				(17,759)	(7)		(17,766)	17,766
Vesting of RSUs, shares		215,190
Issuance of shares under SEPA	146			(725)			(725)	871
Issuance of shares under SEPA, shares		35,698
Exercise of stock options	238			(2,549)	(1)		(2,550)	2,788
Exercise of stock options, shares		63,503
Common stock repurchased	(1,511)					(1,511)	(1,511)
Common stock repurchased, shares		(256,043)
Shares issued in connection with acquisition	267			267			267
Exchanges of Class V voting stock				3,656	2		3,658	(3,658)
Exchanges of Class V voting stock, shares		1,946,408	(1,946,408)
Legal Settlement - Repurchase of Shares, Shares		(5,075,090)	(21,651,005)
Legal Settlement - Repurchase of Shares	(128,416)		$ (2)	(126,498)	1	(1)	(126,500)	(1,916)
Legal Settlement - Liabilities	41,424			41,424			41,424
TRA liability	829			829			829
Ending balance at Jun. 30, 2024	(141,460)	$ 3	$ 1	(137,532)	(22)	(5,600)	(143,150)	1,690
Ending balance, shares at Jun. 30, 2024		30,993,898	5,221,653
Distributions	(453)							(453)
Net income (loss)	12,657			10,702			10,702	1,955
Other comprehensive income (loss)	(8)				(7)		(7)	(1)
Share-based compensation	2,245			2,245			2,245
Vesting of RSUs				(110)			(110)	110
Vesting of RSUs, shares		51,750
Exercise of stock options	247			30			30	217
Exercise of stock options, shares		67,015
TRA liability	(52)			(52)			(52)
Ending balance at Sep. 30, 2024	$ (126,824)	$ 3	$ 1	$ (124,717)	$ (29)	$ (5,600)	$ (130,342)	$ 3,518
Ending balance, shares at Sep. 30, 2024		31,112,663	5,221,653

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Operating Activities
Net loss	$ (3,437)	$ (14,883)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	2,436	1,484
Bad debt expense	911	624
Amortization of debt issuance costs	605	591
Provision for obsolete inventory	683	(32)
Non-cash lease expense	685	423
Non-cash interest on share repurchase liability	1,548
Shares issued in settlement of litigation		1,199
Share-based compensation expense	6,849	7,060
Loss from change in fair value of warrant liability		13,411
Loss from change in fair value of earnout liabilities	18,825	14,360
Deferred income taxes	2,233	394
Changes in operating assets and liabilities:
Accounts receivable	(2,550)	(3,834)
Inventory	2,179	137
Other current assets	2,189	(7,118)
Accounts payable	156	1,582
Deferred revenue	206	853
Accrued expenses	24	4,005
Operating lease liabilities	(667)	(329)
Net cash provided by operating activities	32,875	19,927
Investing Activities
Purchases of short-term investments		(20,000)
Purchases of property and equipment	(4,760)	(518)
Purchases of capitalized software	(1,116)	(1,191)
Acquisitions, net of cash acquired	(11,611)
Net cash used in investing activities	(17,487)	(21,709)
Financing Activities
Repurchases of common stock	(5,599)
Borrowings on revolving loans	10,000
Principal repayments on term loan	(4,687)	(4,687)
Payments on repurchase liability	(62,162)
Proceeds from exercise of stock options	809	420
Issuance of stock under purchase plan	146
Distributions	(4,656)	(7,588)
Net cash used in financing activities	(66,149)	(11,855)
Effect of exchange rate changes on cash and cash equivalents	(16)	(19)
Net decrease in cash and cash equivalents	(50,777)	(13,656)
Cash and cash equivalents at beginning of period	89,002	79,231
Cash and cash equivalents at end of period	38,225	65,575
Supplemental Disclosure of Cash Flow Information
Cash paid for interest	7,325	7,022
Cash paid for income taxes	2,288	$ 2,789
Non-cash investing and financing activities
Shares issued to acquire Simpatra	$ 1,841

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ 10,702	$ 7,530	$ (546)	$ (4,418)

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
	Sep. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Description of Business and Bas

Description of Business and Basis of Presentation	9 Months Ended
	Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Business and Basis of Presentation	1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION Description of Business —biote Corp. (inclusive of its consolidated subsidiaries, the “Company” or “Biote”) is a Delaware incorporated company headquartered in Irving, Texas. The Company was founded in 2012 and trains physicians and nurse practitioners in therapeutic wellness and hormone optimization using bio-identical hormone replacement pellet therapy in men and women experiencing hormonal imbalance. On May 26, 2022 (the “Closing Date”), BioTE Holdings, LLC (“Holdings,” inclusive of its direct and indirect subsidiaries, the “BioTE Companies,” and as to its members, the “Members”) completed a series of transactions (the “Business Combination”) with Haymaker Acquisition Corp. III (“Haymaker”), Haymaker Sponsor III LLC (the “Sponsor”), BioTE Management, LLC, Dr. Gary S. Donovitz, in his individual capacity, and Teresa S. Weber, in her capacity as the Members’ representative (in such capacity, the “Members’ Representative”) pursuant to the business combination agreement (the “Business Combination Agreement”) dated December 13, 2021 (the “Closing”). As a result of the Business Combination, Haymaker was renamed “biote Corp.” Basis of Presentation —The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial reporting and therefore do not include all information and disclosures normally included in the annual consolidated financial statements. The unaudited condensed consolidated financial statements include the accounts of Biote and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Unaudited Interim Financial Information —In the opinion of the Company, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of its financial position and its results of operations, changes in stockholders’ equity (deficit) and cash flows. The unaudited condensed consolidated balance sheet as of December 31, 2023, was derived from audited annual financial statements but does not contain all of the footnote disclosures from the annual financial statements. The accompanying unaudited condensed consolidated financial statements and related financial information should be read in conjunction with the audited consolidated financial statements and the related notes thereto included in the 2023 Form 10-K. Revision of Previously Issued Consolidated Financial Statements Subsequent to the issuance of its financial statements for the quarter ended June 30, 2024, the Company identified certain errors in the calculations used to record activity and balances related to noncontrolling interest. The impact of the errors was an overstatement of net loss attributable to noncontrolling interest of $ 2.2 million, $ 0.9 million, and $3 .0 million for the three months ended March 31, 2024, the three months ended June 30, 2024, and the six months ended June 30, 2024, respectively, and an overstatement of noncontrolling interest of $ 0.7 million as of March 31, 2024. In accordance with Staff Accounting Bulletin (“SAB”) No. 99, Materiality and SAB No. 108, Considering the Effects of Prior Year Misstatements When Quantifying Misstatements in Current Year Financial Statements , the Company evaluated quantitative and qualitative factors and determined that it was not material to any previously issued interim condensed consolidated financial statements. However, adjusting for the cumulative effect of this error in the condensed consolidated statement of operations and comprehensive income (loss) for the three months ended September 30, 2024 would be material to the Company’s results for this period as the cumulative amount of the error increased over time. As such, the Company has revised its previously issued condensed consolidated financial statements to correct the errors. The accompanying financial statements and relevant footnotes to the condensed consolidated financial statements in this Form 10-Q have been revised to correct for the immaterial errors discussed above. The Company will also correct previously reported financial information for such immaterial errors in future filings, as applicable (please refer to “Part II, Item 5. Other Information” below for additional information). The tables below provide reconciliations of our previously reported amounts to our revised amounts to correct for the immaterial errors. CONSOLIDATED STATEMENTS OF STOCKHOLDERS ' EQUITY (DEFICIT) (unaudited) Total Total Stockholders’ Stockholders’ Deficit Deficit Non- Non- Accumulated Adjustment Accumulated Attributable to Adjustment Attributable to controlling Adjustment controlling Deficit Noncontrolling Interest Deficit biote Corp. Noncontrolling Interest biote Corp. Interest Noncontrolling Interest Interest (in thousands) As Previously Reported Re-allocation As Revised As Previously Reported Re-allocation As Revised As Previously Reported Re-allocation As Revised Balance at December 31, 2023 $ ( 29,391 ) $ — ( 29,391 ) $ ( 29,397 ) $ — $ ( 29,397 ) $ ( 7,149 ) $ — $ ( 7,149 ) Distributions — — — — — — ( 2,112 ) — ( 2,112 ) Net loss ( 2,070 ) ( 2,091 ) ( 4,161 ) ( 2,070 ) ( 2,091 ) ( 4,161 ) ( 3,740 ) 2,175 ( 1,565 ) Other comprehensive income (loss) — — — ( 2 ) — ( 2 ) ( 3 ) — ( 3 ) Share-based compensation 1,763 — 1,763 1,763 — 1,763 — — — Vesting of RSUs ( 155 ) 65 ( 90 ) ( 155 ) 65 ( 90 ) 155 ( 65 ) 90 Exercise of stock options ( 1,831 ) 900 ( 931 ) ( 1,831 ) 900 ( 931 ) 2,155 ( 900 ) 1,255 Common stock repurchased — — — ( 4,088 ) — ( 4,088 ) — — — Shares issued in connection with acquisition 381 498 879 381 498 879 1,193 ( 498 ) 695 Balance at March 31, 2024 $ ( 31,303 ) $ ( 628 ) $ ( 31,931 ) $ ( 35,399 ) $ ( 628 ) $ ( 36,027 ) $ ( 9,501 ) $ 712 $ ( 8,789 ) Distributions — — — — — — ( 2,091 ) — ( 2,091 ) Net loss ( 6,322 ) ( 765 ) ( 7,087 ) ( 6,322 ) ( 765 ) ( 7,087 ) ( 4,153 ) 872 ( 3,281 ) Other comprehensive income (loss) — — — ( 3 ) — ( 3 ) — — — Share-based compensation 2,841 — 2,841 2,841 — 2,841 — — — Vesting of RSUs ( 19,536 ) 1,777 ( 17,759 ) ( 19,543 ) 1,777 ( 17,766 ) 19,543 ( 1,777 ) 17,766 Issuance of stock under purchase plans ( 812 ) 87 ( 725 ) ( 812 ) 87 ( 725 ) 958 ( 87 ) 871 Exercise of stock options ( 2,827 ) 278 ( 2,549 ) ( 2,828 ) 278 ( 2,550 ) 3,066 ( 278 ) 2,788 Common stock repurchased — — ( 1,511 ) — ( 1,511 ) — — — Shares issued in connection with acquisition 267 — 267 267 — 267 — — — Exchanges of Class V voting stock 4,022 ( 366 ) 3,656 4,024 ( 366 ) 3,658 ( 4,024 ) 366 ( 3,658 ) Legal Settlement - Repurchase of Shares ( 126,306 ) ( 192 ) ( 126,498 ) ( 126,308 ) ( 192 ) ( 126,500 ) ( 2,108 ) 192 ( 1,916 ) Legal Settlement - Liabilities 41,424 — 41,424 41,424 — 41,424 — — — TRA liability 829 — 829 829 — 829 — — — Balance at June 30, 2024 $ ( 137,723 ) $ 191 $ ( 137,532 ) $ ( 143,341 ) $ 191 $ ( 143,150 ) $ 1,690 $ — $ 1,690

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2024
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accounting policies of the Company are set forth in Note 2 Summary of Significant Accounting Policies of Notes to Consolidated Financial Statements in the Company’s 2023 Form 10-K. The selected significant accounting policies below include those that were added or modified during the three and nine months ended September 30, 2024, as a result of the adoption of new accounting policies, and should be read in conjunction with the Company’s 2023 Form 10-K. Use of Estimates— The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company regularly evaluates estimates and assumptions related to assets, liabilities, costs, expenses, contingent liabilities, share-based compensation and research and development costs. The Company bases its estimates and assumptions on historical experience and on various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates. The results of operations for the three and nine months ended September 30, 2024 , are not necessarily indicative of the results that may be expected for the entire year. Segment Information —Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker is the chief executive officer. The Company has, historically, had one business activity and there were no segment managers who were held accountable for operations, operating results, and plans for levels or components below the consolidated unit level. Due to the acquisition of a privately held 503B manufacturer of compounded bioidentical hormones on March 18, 2024, the Company evaluated the guidance set forth in Accounting Standards Codification (“ASC”) 280, Segment Reporting (“ASC 280 ”), and concluded that there remains no segment managers and the operations are reviewed and resources allocated on a consolidated level. Therefore, there remains one operating segment. The Company will reevaluate this conclusion in accordance with ASC 280 if and when changes to the organization occur. Please refer to Note 3 for additional information on the acquisition. Other Current Assets — Total other current assets consisted of the following: September 30, December 31, (in thousands) 2024 2023 Prepaid expenses $ 2,776 $ 3,914 Advances 3,779 3,638 Income tax receivable 402 1,365 Other assets 108 308 Total other current assets $ 7,065 $ 9,225 Prepaid expenses include software and technology licensing agreements, insurance premiums and other advance payments for services to be received over the next 12 months. Advances are comprised of deposit payments to vendors for inventory purchase orders to be received in the next 12 months. Other assets consist of interest earned, but not received on the Company’s money market account. Share Repurchase Liabilities— Share repurchase liabilities were the result of settlements with former shareholders. These liabilities were accounted for as forward share repurchase contracts. The forward share repurchase liabilities were initially measured at the present value of the settlement amounts discounted at the rate implicit at inception and subsequently remeasured using the effective interest rate method. Changes in the carrying amounts of the forward share repurchase liabilities are recorded in interest expense in the condensed consolidated statement of operations and comprehensive income (loss). The reduction of Class A common stock outstanding was recorded at the inception of the forward share repurchase contracts and factored into the calculation of weighted average shares outstanding at that time. See Note 19 Commitments and Contingencies for additional information. Defined Contribution Retirement Plan— Effective January 1, 2021, the Company offers participation in the BioTE Medical, LLC (“BioTE Medical”) 401(k) Plan (the “401(k) Plan”), a defined contribution plan providing retirement benefits to eligible employees. Eligible employees may contribute a portion of their annual compensation to the 401(k) Plan, subject to the maximum annual amounts as set periodically by the IRS. The Company makes a safe harbor, non-elective contribution to the 401(k) Plan equal to 3 % of each participant’s eligible employee compensation. Safe harbor contributions vest immediately for each participant. The Company made safe harbor contributions under the 401(k) Plan of $ 0.2 million during each of the three months ended September 30, 2024 and 2023, respectively and $ 0.7 million and $ 0.6 million during the nine months ended September 30, 2024 and 2023 , respectively. Safe harbor contributions are included in selling, general and administrative expense in the unaudited condensed consolidated statements of operations and comprehensive income (loss). Concentrations —Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash, accounts receivable, credit agreements, and inventory purchases. The Company’s cash balances exceed those that are federally insured. To date, the Company has not recognized any losses caused by uninsured balances. As of September 30, 2024 and December 31, 2023, 100 % of the Company’s outstanding debt and availability under revolving loans was from one lender. A failure of the counterparty to perform could result in the loss of access to the available borrowing capacity under the revolving loans. Inventory purchases from four vendors totaled 92.1 % and 83.8 % for the three and nine months ended September 30, 2024, respectively, and 85.8 % for the nine months ended September 30, 2023 . Inventory purchases from three vendors totaled 83.2 % for the three months ended September 30, 2023. Due to the nature of the markets and availability of alternative suppliers, the Company does not believe the loss of any one vendor would have a material adverse impact on its financial position, results of operations or cash flows for any significant period of time. Significant customers are those which represent more than 10% of the Company’s total revenue or gross accounts receivable balance. The Company did no t have any customers that accounted for 10% or more of total revenues for the three and nine months ended September 30, 2024 and 2023 .The Company did no t have any customers that accounted for more than 10% of its gross accounts receivable as of September 30, 2024 and December 31, 2023 . Recently Adopted Accounting Pronouncements —In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). ASU 2020-06 changes how entities account for convertible instruments and contracts in an entity’s own equity and simplifies the accounting for convertible instruments by removing certain separation models for convertible instruments. ASU 2020-06 also modifies the guidance on diluted earnings per share calculations. The amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The Company adopted this standard on January 1, 2024 , and there was no material impact to the financial statements and related disclosures. Recent Accounting Pronouncements Not Yet Adopted —In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”) , which improves financial reporting by requiring disclosure of additional information about certain costs and expenses in the notes to the interim and annual financial statements. The amendments in this ASU are applied either prospectively to financial statements issued after the effective date or retrospectively to any or all prior periods presented in the financial statements. ASU 2024-03 is effective for annual periods beginning after December 15, 2027. Early adoption is permitted. Due to the timing of the issuance of ASU 2024-03, the Company has not begun its process of evaluating the impact of this new guidance on its consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which expands annual disclosures in an entity’s income tax rate reconciliation table and requires annual disclosures regarding cash taxes paid both in the U.S. (federal and state) and foreign jurisdictions. The amendments to this ASU are effective for annual periods beginning after December 15, 2024. Early adoption is permitted. The Company is in the process of evaluating the impact of this new guidance on its consolidated financial statements. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , which expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. The ASU is effective for annual periods beginning after December 15, 2023 and interim periods beginning after December 15, 2024, and requires retrospective application to all prior periods presented in the financial statements. Early adoption is permitted. The Company is in the process of evaluating the impact of this new guidance on its consolidated financial statements.

Acquisitions

Acquisitions	9 Months Ended
	Sep. 30, 2024
Business Combinations [Abstract]
Acquisitions	3. ACQUISITIONS F.H. Investments On March 18, 2024, the Company acquired F.H. Investments Inc. (“Asteria Health”) a privately held 503B manufacturer of compounded bioidentical hormones. The total consideration of $ 8.9 million consisted of $ 8.4 million in cash payments and an additional $ 0.5 million cash earnout payment that was contingent on meeting certain operating metrics. The Company determined that the operating metrics set forth in the purchase agreement were met during the second quarter of 2024. The Company distributed the earnout payment to the former owners of Asteria Health, and as of September 30, 2024 was relieved of the earnout liability. The Company remeasures contingent consideration at each reporting date until the contingency is resolved. Due to the short-term nature of the earnout liability, the Company concluded there was no change in the fair value of the earnout liability between the date of acquisition and the date the operating metrics were satisfied. The Company accounted for this transaction as a business combination. The fair value estimates of the assets acquired and liabilities assumed are preliminary and subject to adjustments during the measurement period (up to one year following the acquisition date). The Company has received preliminary valuations and is completing its review of the reports and related assumptions. Due to the timing of the acquisition, the Company has not received a valuation on the property and equipment. The final fair value of the net assets acquired may result in adjustments to these assets and liabilities, including goodwill. The following table presents the preliminary estimates for purchase price allocation to assets acquired and liabilities assumed in the purchase of Asteria Health. The preliminary purchase price allocation will be finalized by the end of the measurement period. Measurement period adjustments recognized as of (in thousands) Preliminary Purchase Price Allocation September 30, 2024 Updated Preliminary Purchase Price Allocation Accounts receivable $ 27 $ — $ 27 Inventory 1,722 — 1,722 Other current assets 29 9 38 Customer relationships 1,290 — 1,290 Non-compete 220 — 220 Trade name 80 — 80 Property and equipment 321 — 321 Operating lease right-of-use assets 405 — 405 Accounts payable ( 63 ) — ( 63 ) Accrued expenses ( 297 ) — ( 297 ) Operating lease liabilities, current ( 75 ) — ( 75 ) Operating lease liabilities, net of current portion ( 330 ) — ( 330 ) Total identifiable net assets 3,329 9 3,338 Total cash consideration 8,354 — 8,354 Earnout liability, current 500 — 500 Goodwill $ 5,525 $ ( 9 ) $ 5,516 The excess of the total consideration over the identifiable net assets acquired was allocated to goodwill. None of the goodwill is deductible for tax purposes. Goodwill is not amortized but is subject to an annual impairment test using a fair-value approach. The Company has elected to test goodwill for impairment on October 1 each year. The identifiable intangible assets included customer relationships, a non-compete agreement and a trade name. The customer relationships were valued using the multi-period excess earnings method (“MPEEM”). The MPEEM isolates the cash flows that can be associated with the existing customer relationships and measures fair value by discounting the cash flows to present value. The non-competition agreement was valued using the with-and-without method. Under this method, the debt-free net cash flow of Asteria Health under a scenario in which the covenantor does not compete with Asteria Health was compared with the debt-free net cash flow of Asteria Health under a scenario in which the covenantor competes with Asteria Health. The difference in debt-free net cash flow between the two scenarios was then adjusted to account for the probability that the covenantor would successfully compete with Asteria Health absent the non-competition agreement. The relief-from-royalty method was utilized to value the trade name. The relief-from-royalty method is a form of discounted cash flow analysis that is predicated upon the economic benefits provided to the owner of the intangible asset. The theoretical underpinning of the methodology is that if the intangible asset being valued were not owned by its user, then the user would have to pay the owner a royalty for the right to use the asset. The royalty is generally based upon a percentage of revenue and is a function of the right being granted and a variety of economic factors. The fair value measurements were primarily based on significant inputs that are not observable in the market and, thus, are classified in Level 3 of the fair value hierarchy. The Company determined that the carrying value of the cash earnout payment is a reasonable estimate of its fair value, due to the short-term period over which the cash earnout is expected to be earned. In determining the estimated fair value of the cash earnout payment, the Company made certain judgments, estimates and assumptions, the most significant of which was the expected period over which the specified metric would be achieved. Contingent payments are classified in Level 3 of the fair value hierarchy. Costs incurred to purchase Asteria Health have been and will be recognized as expenses in the period in which the costs are incurred. During the nine months ended September 30, 2024 , the Company incurred $ 0.4 million in acquisition-related costs, consisting primarily of legal and consulting costs and were included in selling, general and administrative expense in the unaudited condensed consolidated statements of operations and comprehensive income (loss). Simpatra, LLC On January 2, 2024 , the Company executed an asset purchase agreement with Simpatra, LLC (“Simpatra”) to purchase certain intellectual property and intellectual property rights. As consideration, the Company paid $ 1.5 million in cash payments and 389,105 shares of the Company’s Class A common stock, of which 97,276 shares are being held for a period of approximately 15 months, pursuant to the asset purchase agreement, to cover certain representations and warranties. Additionally, the agreement provides for a future earnout payment of 194,553 shares of the Company’s Class A common stock upon achieving certain financial targets over a four-year period. The fair value of future earnout payment on the acquisition date was approximately $ 0.3 million, which i s included in the total consideration. The Company accounted for the acquisition of Simpatra as an asset purchase. The identifiable intangible assets included developed technology, customer relationships, and a trade name. The developed technology was valued using the MPEEM. The MPEEM isolates the cash flows that can be associated with the existing technology and measures fair value by discounting the cash flows to present value. The customer relationships were valued using the distributor method, a variant of the MPEEM that relies upon market-based distributor data or other appropriate market inputs to value existing customer relationships. The distributor method may also be viewed as a profit-split method, in which function-specific profit is allocated to the identified assets. The underlying theory is that a business is comprised of various functional components (such as manufacturing, distribution, and intellectual property) and that, if available, market-based data may be used to reasonably isolate the revenue, earnings, and cash flow related to these functional areas. Using distributor inputs assists with isolating cash flow attributable to the customer-related assets. The distributor method uses market-based data to support the selection of profitability and other inputs related to customer-related activities. The relief-from-royalty method was utilized to value the trade name. The relief-from-royalty method is a form of discounted cash flow analysis that is predicated upon the economic benefits provided to the owner of the intangible asset. The theoretical underpinning of the methodology is that if the intangible asset being valued were not owned by its user, then the user would have to pay the owner a royalty for the right to use the asset. The royalty is generally based upon a percentage of revenue and is a function of the right being granted and a variety of economic factors. The fair value measurements were primarily based on significant inputs that are not observable in the market and, thus, are classified in Level 3 of the fair value hierarchy. The future earnout payment was valued using a Monte Carlo simulation in order to project the future path of Simpatra’s revenue and the Company’s stock price over the earnout period. In determining the estimated fair value of the future earnout payment, the Company made certain judgments, estimates and assumptions, the most significant of which were the revenue volatility, the revenue discount rate, the correlation factor of Simpatra’s revenue to the Company’s equity, the Company’s stock price, the equity volatility and the risk free rate of return. The future earnout payment is classified in Level 3 of the fair value hierarchy. BioSana ID LLC On January 29, 2024 , the Company executed an asset purchase agreement with BioSana ID LLC (“BioSana”) to purchase certain assets for cash consideration of $ 0.7 million. Additionally, the agreement provides for a future earnout payment of up to $ 0.1 million upon the achievement of certain operating metrics. The Company recorded a customer relationship intangible asset of $ 0.7 million related to this acquisition.

Revenue Recognition

Revenue Recognition	9 Months Ended
	Sep. 30, 2024
Revenue from Contract with Customer [Abstract]
Revenue Recognition	4. REVENUE RECOGNITION Revenue recognized for each revenue stream was as follows: Three Months Ended Nine Months Ended September 30, (in thousands) 2024 2023 2024 2023 Pellet procedures $ 37,927 $ 35,416 $ 113,734 $ 106,123 Dietary supplements 10,317 8,475 25,947 28,955 Disposable trocars 1,083 893 3,224 2,439 Shipping fees and other 479 47 1,047 121 Product revenue 49,806 44,831 143,952 137,638 Training 573 321 1,145 859 Contract-term services 303 234 867 669 Other 702 171 1,393 491 Service revenue 1,578 726 3,405 2,019 Total revenue $ 51,384 $ 45,557 $ 147,357 $ 139,657 Revenue recognized by geographic region was as follows: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2024 2023 2024 2023 United States $ 49,991 $ 44,570 $ 143,215 $ 137,109 All other ( 185 ) 261 737 529 Product revenue 49,806 44,831 143,952 137,638 United States 1,578 726 3,405 2,019 All other — — — — Total revenue $ 51,384 $ 45,557 $ 147,357 $ 139,657 Significant changes in contract liability balances were as follows: Nine Months Ended September 30, 2024 2023 Description of change Deferred Revenue Deferred Revenue, Deferred Revenue Deferred Revenue, Revenue recognized that was included in the contract liability balance at the beginning of the period $ ( 2,212 ) $ — $ ( 1,263 ) $ — Increases due to cash received, excluding amounts recognized as revenue during the period 1,479 1,056 1,679 855 Transfers between current and non-current liabilities due to the expected revenue recognition period 933 ( 933 ) 454 ( 454 ) Total increase in contract liabilities $ 200 $ 123 $ 870 $ 401 Consideration allocated to initial training due to deposits paid upfront is presented within deferred revenue in the unaudited condensed consolidated balance sheets and is expected to be recognized as revenue within one year as the training is performed. Consideration allocated to contract-term services is presented within deferred revenue and deferred revenue, net of current portion for the amounts expected to be recognized within one year and longer than one year, respectively. Consideration allocated to the premiums within the management fee for pellet procedures is presented within deferred revenue current and deferred revenue, net of current portion for amounts expected to be recognized within one year and longer than one year, respectively. Consideration allocated to performance obligations was as follows: September 30, December 31, (in thousands) 2024 2023 Unsatisfied training obligations – Current $ 186 $ 151 Unsatisfied contract-term services – Current 1,589 1,583 Unsatisfied contract-term services – Long-term 1,100 935 Total allocated to unsatisfied contract-term services 2,689 2,518 Unsatisfied pellet procedures – Current 1,152 940 Unsatisfied pellet procedures – Long-term 503 387 Total allocated to unsatisfied pellet procedures 1,655 1,327 Unsatisfied dietary supplements – Current — 328 Total deferred revenue – Current $ 2,927 $ 3,002 Total deferred revenue – Long-term $ 1,603 $ 1,322 The Company does not have a history of material returns or refunds and generally does not offer warranties or guarantees for any products or services. There were no expected returns or refunds recorded as a reduction of revenue for the three and nine months ended September 30, 2024 and 2023 .

Inventory, Net

Inventory, Net	9 Months Ended
	Sep. 30, 2024
Inventory Disclosure [Abstract]
Inventory, Net	5. INVENTORY, NET The components of inventory, net were as follows: September 30, December 31, (in thousands) 2024 2023 Product inventory – Pellets $ 7,363 $ 7,200 Pellets in process 843 — Raw materials 381 — Less: Obsolete and expired pellet allowance ( 1,681 ) ( 1,272 ) Pellet inventory, net 6,906 5,928 Product inventory – Dietary supplements 9,583 11,394 Less: Obsolete and expired dietary supplement allowance ( 289 ) ( 15 ) Dietary supplement inventory, net 9,294 11,379 Inventory, net $ 16,200 $ 17,307

Property and Equipment, Net

Property and Equipment, Net	9 Months Ended
	Sep. 30, 2024
Property, Plant and Equipment [Abstract]
Property and Equipment, Net	6. PROPERTY AND EQUIPMENT, NET Property and equipment, net consisted of the following: September 30, December 31, (in thousands) 2024 2023 Trocars $ 4,644 $ 4,644 Leasehold improvements 2,389 1,506 Office equipment 523 253 Computer software 140 140 Furniture and fixtures 384 181 Computer equipment 223 108 Construction in process 3,610 — Property and equipment 11,913 6,832 Less: Accumulated depreciation ( 6,100 ) ( 5,614 ) Property and equipment, net $ 5,813 $ 1,218 Total depreciation expense related to property and equipment was $ 0.2 million for each of the three months ended September 30, 2024 and 2023, respectively and $ 0.5 million and $ 0.7 million for the nine months ended September 30, 2024 and 2023, respectively. Total depreciation expense was included in selling, general and administrative expense in the unaudited condensed consolidated statements of operations and comprehensive income (loss). The Company has not acquired any property and equipment under finance leases. The Company’s property and equipment are all held within the United States.

Capitalized Software, Net

Capitalized Software, Net	9 Months Ended
	Sep. 30, 2024
Research and Development [Abstract]
Capitalized Software, Net	7. CAPITALIZED SOFTWARE, NET Capitalized software, net consisted of the following: September 30, December 31, (in thousands) 2024 2023 Website costs $ 7,700 $ 6,653 Development in process 2,925 2,856 Less: Accumulated amortization ( 5,651 ) ( 4,536 ) Capitalized software, net $ 4,974 $ 4,973 Total amortization expense for capitalized software was $ 0.3 million for each of the three months ended September 30, 2024 and 2023, respectively and $ 1.1 million and $ 0.8 million for the nine months ended September 30, 2024 and 2023 , respectively. Total amortization expense was included in selling, general and administrative expense in the unaudited condensed consolidated statements of operations and comprehensive income (loss).

Intangible Assets, Net

Intangible Assets, Net	9 Months Ended
	Sep. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible Assets, Net	8. INTANGIBLE ASSETS, NET Intangible assets, net consisted of the following: September 30, 2024 (in thousands) Fair Value at Acquisition Accumulated Amortization Net Carrying Value Weighted Average Amortization Period Customer relationships $ 2,110 $ ( 163 ) $ 1,947 8.5 years Developed technology 4,006 ( 601 ) 3,405 5 years Non-compete agreement 220 ( 37 ) 183 3 years Trade names 165 ( 34 ) 131 3 years Total intangible assets $ 6,501 $ ( 835 ) $ 5,666 6 years As of December 31, 2023, the Company did no t have any intangible assets. Definite Lived Intangible Asset Amortization The Company recognized $ 0.3 million and $ 0.8 million of amortization expense, related to the acquired definite lived intangible assets during the three and nine months ended September 30, 2024 , respectively. The estimated amortization expense for each of the next five years is as follows: As of September 30, (in thousands) 2024 (remaining three months) $ 302 2025 1,206 2026 1,206 2027 1,102 2028 1,077 Thereafter 773 Total $ 5,666

Accrued Expenses

Accrued Expenses	9 Months Ended
	Sep. 30, 2024
Payables and Accruals [Abstract]
Accrued Expenses	9. ACCRUED EXPENSES Accrued expenses consisted of the following: September 30, December 31, (in thousands) 2024 2023 Accrued professional fees $ 618 $ 561 Accrued employee-related costs 5,068 6,068 Income tax payable 206 17 Other 2,293 1,851 Accrued expenses $ 8,185 $ 8,497

Long-Term Debt

Long-Term Debt	9 Months Ended
	Sep. 30, 2024
Debt Disclosure [Abstract]
Long-Term Debt	10. LONG-TERM DEBT Truist Term Loan On May 22, 2022, the Company entered into a loan agreement with Truist Bank (the “Credit Agreement”) for $ 125.0 million . The Credit Agreement provides for (i) a $ 50.0 million senior secured revolving credit facility (the “Revolving Loans”) and (ii) a $ 125.0 million senior secured term loan A credit facility (the “Term Loan”), which was borrowed in full on May 22, 2022. The Company used the proceeds to refinance and replace an existing credit facility pursuant to a credit agreement, dated as of May 17, 2019, with Bank of America, N.A. and for general corporate purposes. Interest on borrowings under the Credit Agreement is based on either, at the Company’s election, the Standard Overnight Financing Rate plus an applicable margin of 2.5 % or 2.75 % or the Base Rate plus an applicable margin of 1.5 % or 1.75 %. At September 30, 2024, the interest rate charged to the Company was approximately 8.10 % . The Term Loan requires principal payments of $ 1.6 million in quarterly installments on the last day of each calendar quarter, commencing on September 30, 2022, with repayment of the outstanding amount of the note due on maturity, which occurs on May 26, 2027 . Pursuant to the Credit Agreement, the Company may borrow under the Revolving Loans from time to time up to the total commitment of $ 50.0 million. The Company did no t draw on the Revolving Loans during the three months ended September 30, 2024 and drew $ 10.0 million under the Revolving Loans during the nine months ended September 30, 2024 . The Company did no t draw on the Revolving Loans during the three and nine months ended September 30, 2023. At September 30, 2024 , the Company had $ 40 million available under its Revolving Loans. On October 4, 2024, the Company repaid the amount that was drawn on the Revolving Loans. The Credit Agreement is secured by substantially all of the assets of the Company and is subject to, among other provisions, customary covenants regarding indebtedness, liens, negative pledges, restricted payments, certain prepayments of indebtedness, investments, fundamental changes, disposition of assets, sale and lease-back transactions, transactions with affiliates, amendments of or waivers with respect to restricted debt and permitted activities of the Company. The Credit Agreement is subject to (i) a maximum total net leverage ratio and (ii) a minimum fixed charge coverage ratio. The Company must maintain a total net leverage ratio of less than or equal to 3.75 :1.00 and must not permit the Consolidated Fixed Charge Coverage Ratio to be less than 1.25 :1.00. Both financial covenants are tested quarterly. In addition to the financial covenants, the Company is required to deliver financial statements and other information and is prohibited from making certain restricted payments, as defined in the Credit Agreement, during the fiscal year in progress. Although the Company was in compliance with all required financial covenants associated with the Credit Agreement, it failed to notify the administrative agent of its commitment to repurchase certain shares currently beneficially owned by the Company’s founder pursuant to a settlement agreement reached in the Donovitz Litigation (as defined herein), resulting in an event of default as of March 31, 2024. On April 26, 2024, the Company entered into a First Amendment to the Credit Agreement and Waiver with the lender, that waived the event of default and also agreed that the payments made to repurchase the specified shares in settlement of the Donovitz Litigation will no longer continue as an event of default. On June 26, 2024, the Company entered into a Second Amendment to the Credit Agreement, in which the lender agreed that the payments made to repurchase specified shares in settlement of the June 5, 2024 Litigation (as defined herein) will not qualify as an event of default on the Term Loan. See Note 19 Commitments and Contingencies for additional information on the Donovitz Litigation and the June 5, 2024 Litigation. In connection with obtaining the Credit Agreement in May of 2022, the Company incurred lender’s fees and related attorney’s fees of $ 4.0 million. The Company capitalized these costs and is amortizing these to interest expense over the term of the Term Loan. The balance on the Term Loan is presented in the unaudited condensed consolidated balance sheets net of the related debt issuance costs. Amortization expense related to the debt issuance costs on the Credit Agreement was $ 0.2 million for each of the three months ended September 30, 2024 and 2023, respectively, and $ 0.6 million for each of the nine months ended September 30, 2024 and 2023, respectively. Long-term debt was as follows: September 30, December 31, (in thousands) 2024 2023 Term loan $ 110,938 $ 115,625 Less: Current portion ( 6,250 ) ( 6,250 ) 104,688 109,375 Less: Unamortized debt issuance costs ( 2,140 ) ( 2,745 ) Term loan, net of current portion $ 102,548 $ 106,630 Future maturities of long-term debt, excluding debt issuance costs, are as follows: As of September 30, (in thousands) 2024 (remaining three months) 1,563 2025 6,250 2026 6,250 2027 96,875 $ 110,938

Earnout Liability

Earnout Liability	9 Months Ended
	Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
Earnout Liability	11. EARNOUT LIABILITY On May 26, 2022, c ertain of the Company’s equity holders received earnout securities that will vest if certain share price targets (the “Triggering Events”) are achieved by May 26, 2027 (the “Earnout Deadline”). The Triggering Events each entitle the eligible equity holders to a certain number of shares per Triggering Event. The Triggering Events are as follows: (i) the first time, prior to the Earnout Deadline, that the volume-weighted average share price of Biote’s Class A common stock (“VWAP”) equals or exceeds $ 12.50 per share (the “Price Target 1”) for twenty ( 20 ) trading days of any thirty ( 30 ) consecutive trading day period following May 26, 2022, one-third (1/3) of the earnout securities shall be vested and no longer subject to forfeiture and other transfer restrictions (the “Earnout Restrictions”); (ii) the first time, prior to the Earnout Deadline, that the VWAP equals or exceeds $ 15.00 per share (the “Price Target 2”) for twenty ( 20 ) trading days of any thirty ( 30 ) consecutive trading day period following May 26, 2022, one-third (1/3) of the earnout securities shall be vested and no longer subject to the Earnout Restrictions; (iii) the first time, prior to the Earnout Deadline, that the VWAP equals or exceeds $ 17.50 per share (the “Price Target 3”) for twenty ( 20 ) trading days of any thirty ( 30 ) consecutive trading day period following May 26, 2022, one-third (1/3) of the earnout securities shall be vested and no longer subject to the Earnout Restrictions; and (iv) if the Company completes a change of control prior to the Earnout Deadline, then all remaining unvested earnout securities shall vest and no longer be subject to the Earnout Restrictions. The earnout securities are classified as a liability in the Company’s unaudited condensed consolidated balance sheets because they do not qualify as being indexed to the Company’s own stock. The earnout liability was initially measured at fair value and is subsequently remeasured at the end of each reporting period. The change in fair value of the earnout liability is recorded in the unaudited condensed consolidated statements of operations and comprehensive income (loss). Please refer to Note 12 for additional information on the fair value of the earnout liability. In connection with the acquisitions completed during the first quarter of 2024, the Company recorded additional earnout liabilities. Please refer to Note 3 for additional information on the acquisitions.

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	Sep. 30, 2024
Fair Value Disclosures [Abstract]
Fair Value Measurements	12. FAIR VALUE MEASUREMENTS The Company has established a fair value hierarchy which prioritizes the inputs to the valuation techniques used to measure fair value into three levels. These levels are determined based on the lowest level input that is significant to the fair value measurement. Levels within the hierarchy are defined in Note 2 to the consolidated financial statements in the 2023 Form 10-K. The Company’s financial instruments consist of accounts receivable, accounts payable, accrued expenses, and short- and long-term debt. The carrying value of accounts receivable, accounts payable, accrued expenses and short-term debt are considered a reasonable estimate of their fair value, due to the short-term maturity of these instruments. The Company’s debt instruments are carried at amortized cost in its unaudited condensed consolidated balance sheets, which may differ from their respective fair values. The fair values of the Company’s Term Loan and Revolving Loans generally approximate their carrying values. The following table presents information regarding the Company’s financial liabilities that were measured at fair value on a recurring basis: September 30, 2024 (in thousands) Level 1 Level 2 Level 3 Total Liabilities: Earnout liability $ — $ — $ 16,455 $ 16,455 December 31, 2023 (in thousands) Level 1 Level 2 Level 3 Total Liabilities: Earnout liability $ — $ — $ 41,100 $ 41,100 There were no movements between levels during the three and nine months ended September 30, 2024. Level 3 Disclosures Earnout Liabilities The earnout liability related to the Business Combination Agreement was valued using a Monte Carlo simulation in order to project the future path of the Company’s stock price over the earnout period. The earnout liability related to the acquisition of Simpatra was valued using a Monte Carlo simulation in order to project the future path of Simpatra’s revenue and the Company’s stock price over the earnout period. The carrying amount of these liabilities may fluctuate significantly, and actual amounts paid may be materially different from the liability’s estimated fair value. The following table provides the significant inputs used to measure the fair value of the level 3 earnout liability related to the Business Combination Agreement: As of September 30, 2024 December 31, 2023 Stock price $ 5.58 $ 4.94 Risk-free rate 3.5 % 4.0 % Volatility 82.5 % 65.0 % Term (in years) 2.7 3.9 The following table provides the significant inputs used to measure the fair value of the level 3 earnout liability related to the acquisition of Simpatra: As of September 30, 2024 Stock price $ 5.58 Risk-free rate 3.6 % Equity volitility 64.0 % Revenue volitility 48.7 % Revenue discount rate 14.2 % Correlation factor 5.0 % Term (in years) 3.3 Changes in the fair value of the Company’s Level 3 financial instruments were as follows: (in thousands) Earnout Liability Fair value as of December 31, 2023 $ 41,100 Fair value of earnout related to acquisitions 855 Settlements ( 44,325 ) Loss from change in fair value 18,825 Fair value as of September 30, 2024 $ 16,455

Noncontrolling Interest

Noncontrolling Interest	9 Months Ended
	Sep. 30, 2024
Noncontrolling Interest [Abstract]
Noncontrolling Interest	13. NONCONTROLLING INTEREST The Company is organized in an umbrella partnership-C corporation (“Up-C”) structure in which the business of the Company is operated by Holdings and Biote’s only material direct asset consists of equity interests in Holdings. As of September 30, 2024, Biote’s ownership of Holdings was approximately 87.7 % . The portion of the consolidated subsidiaries not owned by the Company and any related activity is presented as non-controlling interest in the unaudited condensed consolidated financial statements. The non-controlling interest holders may redeem their units in Holdings for an equal number of shares of Biote’s Class A common stock or, at the election of the Company, cash. Because redemptions for cash are solely within the control of the Company, non-controlling interest is presented in permanent equity.

Share-Based Compensation

Share-Based Compensation	9 Months Ended
	Sep. 30, 2024
Share-Based Payment Arrangement [Abstract]
Share-Based Compensation	14. SHARE-BASED COMPENSATION The Company grants RSUs to certain employees under the 2022 Equity Incentive Plan and are valued based on the closing price of the Company’s Class A common stock on the date of grant. The following table summarizes RSU activity during the nine months ended September 30, 2024: Shares Weighted-Average RSUs outstanding at December 31, 2022 1,622,840 $ 9.41 Granted 42,238 $ 5.83 Vested ( 1,250,512 ) $ 9.73 RSUs outstanding at December 31, 2023 414,566 $ 8.08 Granted 100,044 $ 4.76 Vested ( 444,783 ) $ 7.72 RSUs outstanding at September 30, 2024 69,827 $ 5.65 The Company recognized share-based compensation expense of less than $ 0.01 million and $ 0.6 million during the three months ended September 30, 2024 and 2023, respectively, and $ 0.8 million and $ 3.1 million during the nine months ended September 30, 2024 and 2023, respectively, related to RSUs. As of September 30, 2024 , the Company did no t have any unrecognized share-based compensation expense related to unvested RSUs. Stock Options The Company grants stock options to certain employees, directors, and consultants under the 2022 Equity Incentive Plan . The following table summarizes stock option activity during the nine months ended September 30, 2024: Shares Weighted-Average Weighted-Average Options outstanding at December 31, 2022 5,042,628 $ 3.86 9.5 Granted 4,286,005 $ 5.60 Exercised ( 105,049 ) $ 4.00 Forfeited ( 1,081,868 ) $ 4.69 Options outstanding at December 31, 2023 8,141,716 $ 4.66 8.9 Granted 4,105,516 $ 5.41 Exercised ( 211,116 ) $ 3.86 Forfeited ( 910,378 ) $ 4.67 Options outstanding at September 30, 2024 11,125,738 $ 4.95 8.5 Options exercisable at September 30, 2024 3,275,815 $ 4.47 7.5 The Company recognized share-based compensation expense of $ 2.2 million and $ 1.6 million for the three months ended September 30, 2024 and 2023, respectively, and $ 5.9 million and $ 3.9 million during the nine months ended September 30, 2024 and 2023, respectively, related to stock options. As of September 30, 2024, there was $ 22.0 million of unrecognized share-based compensation expense related to unvested stock options. This expense is expected to be recognized over a weighted-average remaining vesting period of 2.85 years. The weighted-average assumptions used to estimate the fair value of stock options granted during the nine months ended September 30, 2024 were as follows: Expected term (in years) 6.1 Volatility 63.8 % Risk-free rate 4.2 % Dividend yield 0.0 % Stock Purchase Plan On May 26, 2022, the Company’s Board of Directors approved the 2022 Employee Stock Purchase Plan (the ESPP). The maximum number of shares of the Company’s common stock that may be issued under the ESPP is equal to the sum of 797,724 shares (the “Initial Share Reserve”) of the Company’s common stock plus the number of shares of the Company’s common stock that may be added to the ESPP annually each year for a period of up to 10 years . Additional shares added to the ESPP on an annual basis is equal to the lesser of 1 % of the total number of shares of the Company’s capital stock on the last day of the immediately preceding calendar year and the Initial Share Reserve. The Company recognized share-based compensation expense of $ 0.03 million for each of the three months ended September 30, 2024 and 2023, respectively, and $ 0.08 million and $ 0.05 million for the nine months ended September 30, 2024 and 2023, respectively, related to the ESPP. As of September 30, 2024, 35,698 shares had been purchased under the ESPP.

Leases

Leases	9 Months Ended
	Sep. 30, 2024
Leases [Abstract]
Leases	15. LEASES On July 1, 2014, the Company entered into a contract to lease office space in the Las Colinas Business Center in Irving, TX. Subsequent to execution of the contract, the Company revised the lease to include additional space and extend the lease term through June 30, 2023 . On November 1, 2022, the Company executed an extension of leased office space to extend through November 30, 2028 . This extension included an additional 3,700 square feet of space that became available for use in December 2023 and has been included in monthly rent payments accordingly. On September 11, 2024, the Company entered into a 60-month operating lease agreement for approximately 19,076 square feet of office space in Birmingham, Alabama that will be used by Asteria Health to expand its compounded bioidentical hormones manufacturing facility capabilities. The Company recorded an initial operating lease right-of-use asset of $ 1.4 million and corresponding current and non current operating lease liability of $ 0.04 m illion and $ 1.3 million, respectively, at the lease commencement date and are included in the September 30, 2024 condensed consolidated balance sheet. The Company recognizes operating lease costs on a straight-line basis over the lease term within selling, general and administrative expense in the unaudited condensed consolidated statements of operations and comprehensive income (loss). The following table contains a summary of the operating lease costs recognized under ASC 842 and supplemental cash flow information for leases: Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Fixed lease expense $ 150 $ 112 $ 447 $ 311 Total lease cost $ 150 $ 112 $ 447 $ 311 Other information: Cash paid for amounts included in the measurement of lease liabilities $ 143 $ 103 $ 400 $ 214 Right-of-use assets obtained in exchange for new operating lease liabilities $ 1,374 $ — $ 1,779 $ — The following table summarizes the balance sheet classification of the Company’s operating leases, amounts of ROU assets and lease liabilities, the weighted average remaining lease term, and the weighted average discount rate for the Company’s operating leases: September 30, December 31, (in thousands) 2024 2023 Lease assets Operating lease right-of-use assets $ 3,376 $ 1,877 Total lease assets $ 3,376 $ 1,877 Lease liabilities Current: Operating lease liabilities $ 482 $ 311 Non-current: Operating lease liabilities 3,026 1,680 Total lease liabilities $ 3,508 $ 1,991 Weighted-average remaining lease term — operating leases (years) 6.47 4.92 Weighted-average discount rate — operating leases 7.22 % 8.31 % The following table summarizes the payments by date for the Company’s operating lease, which is then reconciled to the total lease obligation: As of September 30, (in thousands) 2024 (remaining three months) 157 2025 748 2026 774 2027 801 2028 701 Thereafter 1,206 Total lease payments 4,387 Less: Interest ( 879 ) Present value of lease liabilities $ 3,508

Income Taxes

Income Taxes	9 Months Ended
	Sep. 30, 2024
Income Tax Disclosure [Abstract]
Income Taxes	16. INCOME TAXES The Company is subject to U.S. federal and state taxes with respect to its allocable share of any taxable income or loss of Holdings as well as any stand-alone income or loss it generates. Holdings is treated as a partnership for U.S. federal and most applicable state and local income tax purposes and generally does not pay income taxes in most jurisdictions. Instead, Holdings’ taxable income or loss is passed through to and included in the taxable income or loss of its members, including the Company. Despite its status as a partnership in the U.S., Holdings’ foreign subsidiaries are taxable entities operating in foreign jurisdictions. As such, these foreign subsidiaries may record a tax expense or benefit in jurisdictions where a valuation allowance has not been recorded. On December 13, 2021, the Company entered into a tax receivable agreement with the then-existing non-controlling interest holders (the “TRA”) that provides payments to be made to non-controlling interest holders of approximately 85 % of the amount of any tax benefits realized by the Company as a result of increases in the Company’s share of the tax basis in the net assets of Holdings resulting from any redemptions of member units in exchange for Class A common stock or cash as well as tax basis increases attributable to payments made under the TRA. The Company expects to benefit from the remaining 15 % of any tax benefits realized. During the year ended December 31, 2023, there were exchanges of units that would generate a deferred tax asset of $ 23.8 million for the Company and a liability under the TRA of $ 18.9 million. However, during the nine months ended September 30, 2024 the Company executed settlement agreements to resolve both the Donovitz Litigation and the June 5, 2024 Litigation (as defined herein) pursuant to which the Company acquired certain membership units. The acquisition of these membership units resulted in a reduction in the deferred tax asset and liability under the TRA of $ 20.3 million and $ 17.3 million, respectively, during the nine months ended September 30, 2024. Additionally, during the nine months ended September 30, 2024, 1,946,408 units were redeemed which resulte d in an increase in the tax basis of the Company’s investment in Holdings and generated additional deferred tax assets of $ 3.6 million and a liability under the TRA of $ 2.8 million. Please refer to Note 19 for additional information regarding the Donovitz Litigation and the June 5, 2024 Litigation. On a quarterly basis, the Company estimates the effective tax rate expected to be applicable for the full year and makes changes, if necessary, based on new information or events. The estimated annual effective tax rate is forecasted based on actual historical information and forward-looking estimates and is used to provide for income taxes in interim reporting periods. The Company also recognizes the tax impact of certain unusual or infrequently occurring items, such as the effects of changes in tax laws or rates and impacts from settlements with tax authorities, discretely in the quarter in which they occur. The Company recorded income tax expense of $ 3.2 million and $ 3.9 million for the three months ended September 30, 2024 and 2023, respectively, and $ 5.7 million and $ 5.4 million for the nine months ended September 30, 2024 and 2023, respectively. The Company continues to evaluate its deferred tax assets each period to determine if a valuation allowance is required based on whether it is more likely than not that some portion of these deferred tax assets will not be realized. As part of the Company’s analysis, it considered both positive and negative factors that impact profitability and whether those factors would lead to a change in the estimate of its deferred tax assets that may be realized in the future. Based on the Company’s analysis, it has recorded a valuation allowance related to the portion of tax basis over book basis in the partnership and foreign deferred tax assets as of September 30, 2024 . The Company will continue to assess the likelihood of the realization of its deferred tax assets and the valuation allowance will be adjusted accordingly.

Capital Stock

Capital Stock	9 Months Ended
	Sep. 30, 2024
Capital Stock [Abstract]
Capital Stock	17. CAPITAL STOCK On January 24, 2024, the Company’s Board of Directors approved a share repurchase program authorizing the repurchase of up to $ 20.0 million its outstanding Class A common stock. Treasury stock purchases are stated at cost and presented as a reduction of equity on the unaudited condensed consolidated balance sheets. Repurchases of shares are made in accordance with applicable securities laws and may be made from time to time in the open market, in privately negotiated transactions or by other means. The timing of any repurchases under the share repurchase program is at the discretion of management and depends on a variety of factors, including market conditions, contractual limitations and other considerations. The share repurchase program may be expanded, modified, suspended or discontinued at any time, and does not obligate the Company to repurchase any dollar amount or number of shares. As of September 30, 2024, the remaining balance of the repurchase program was $ 14.4 million . During the nine months ended September 30, 2024, the Company purchased 256,043 shares of its Class A common stock for a total of $ 1.5 million, at an average purchase price per share of $ 5.84 . In addition, pursuant to the settlement of the Donovitz Litigation (as defined herein) the Company repurchased 5,075,090 shares of Class A common stock then beneficially owned by Donovitz, at a price per share of $ 4.17 . Please refer to Note 19 for additional information regarding the Donovitz Litigation.

Net Income (Loss) Per Common Sh

Net Income (Loss) Per Common Share	9 Months Ended
	Sep. 30, 2024
Earnings Per Share [Abstract]
Net Income (Loss) Per Common Share	18. NET INCOME (LOSS) PER COMMON SHARE The computation of basic and diluted net income (loss) per common share is based on net income (loss) attributable to Biote stockholders divided by the basic and diluted weighted average number of shares of Class A common stock outstanding. The following table sets forth the computation of net income (loss) per common share: Three Months Ended September 30, Nine Months Ended September 30, (in thousands, except share and per share data) 2024 2023 2024 2023 Net income (loss) per common share Numerator: Net income (loss) attributable to biote Corp. stockholders (basic and diluted) $ 10,702 $ 7,530 $ ( 546 ) $ ( 4,418 ) Denominator: Weighted average shares outstanding - basic 31,045,174 30,334,193 33,235,662 22,921,401 Effect of dilutive securities 1,215,635 707,052 — — Weighted average shares outstanding - diluted 32,260,809 31,041,245 33,235,662 22,921,401 Net income (loss) per common share Basic $ 0.34 $ 0.25 $ ( 0.02 ) $ ( 0.19 ) Diluted $ 0.33 $ 0.24 $ ( 0.02 ) $ ( 0.19 ) Net income (loss) per common share information for the three and nine months ended September 30, 2024 and 2023 reflects only the net income (loss) attributable to holders of Biote’s Class A common stock, as well as both basic and diluted weighted average Class A common stock outstanding. Net income (loss) per common share is not separately presented for Class V voting stock because it has no economic rights to the income or loss of the Company. Class V voting stock is considered in the calculation of dilutive net loss per common share on an if-converted basis as these shares, together with the related non-controlling interests, have redemption rights into Class A common stock that could result in additional Class A common stock being issued. All other potentially dilutive securities are determined based on the treasury stock method. The Company excluded the following potential shares, presented based on amounts outstanding at each period end, from the computation of diluted weighted average shares outstanding for the periods indicated because including them would have had an antidilutive effect: Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 RSUs — — 69,827 695,392 Stock Options 6,298,547 3,686,536 11,125,738 8,087,911 Class V Voting Stock 5,221,653 28,819,066 5,221,653 28,819,066 Earnout Voting Shares 2,028,226 10,000,000 2,028,226 10,000,000 Sponsor Earnout Shares 1,587,500 1,587,500 1,587,500 1,587,500 15,135,926 44,093,102 20,032,944 49,189,869

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	19. COMMITMENTS AND CONTINGENCIES Litigation Risk From time to time, the Company may become involved in various legal actions arising in the ordinary course of business. Management is of the opinion that the ultimate liability, if any, from these actions will not have a material effect on its financial condition or results of operations. 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 Ship 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 September 26, 2024, Right Value amended its petition to seek injunctive relief, asking the District Court of Dallas County to impose a mandatory injunction that would require the Company to pay at least $ 1.2 million per month to Right Value through the conclusion of the trial. On September 27, 2024, the District Court of Dallas County conducted a hearing on Right Value’s application, and, at the conclusion of that hearing, the District Court of Dallas County denied Right Value’s application for temporary restraining order and set the hearing on Right Value’s application for temporary injunction on November 11, 2024 (the “November 11th Hearing”). The parties engaged in expedited discovery and briefing in advance of the November 11th Hearing. At the conclusion of the November 11th Hearing, the District Court of Dallas County denied Right Value’s request for a temporary injunction. The trial on the Right Value Litigation is currently scheduled to occur on June 24, 2025. The Company believes the claims asserted in the Right Value Litigation are without merit and intends to vigorously defend against them. However, given the preliminary stage of the proceedings, the Company is currently unable to predict the outcome of this matter or estimate the range of potential loss, if any, that may result. 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"). On July 22, 2024, the Plaintiffs amended their complaint to withdraw their allegation of current equity ownership. The Defendants have filed a motion to dismiss the lawsuit. Briefing on this motion is scheduled to conclude by November 22, 2024, with no date set for oral argument as of September 30, 2024. The Company believes the claims asserted in the July 12, 2024 Litigation are without merit and intends to vigorously defend against them. However, given the preliminary stage of the proceedings, the Company is currently unable to predict the outcome of this matter or estimate the range of potential loss, if any, that may result. Dr. Gary S. Donovitz On April 23, 2024, the Company settled all outstanding litigation described below with one of the Company’s stockholders, Dr. Gary S. Donovitz (“Donovitz”) (the “Donovitz Litigation”). On June 23, 2022 , Donovitz sued Haymaker Sponsor, LLC , the Company’s outside legal counsel, and certain Company executive officers and directors in the District Court of Dallas County, Texas (the “Donovitz Dallas Action”), generally alleging fraud, fraudulent inducement, negligent misrepresentation, a breach of the covenant of good faith and fair dealing, breaches of fiduciary duties, and/or aiding and abetting those alleged breaches against the defendants (the “Donovitz Claims”). Donovitz subsequently dismissed without prejudice the Donovitz Claims brought in the Donovitz Dallas Action, and the Court entered an order of dismissal without prejudice on March 28, 2023. On July 11, 2022, the Company sued Donovitz in the Delaware Court of Chancery, pursuing injunctive relief to prevent Donovitz from proceeding with the litigation in the Donovitz Dallas Action in Texas (the “First Delaware Action”). The Company seeks to enforce (a) the Company’s certificate of incorporation, which mandates that stockholders must bring certain actions, including some or all of the Donovitz Claims, exclusively in Delaware, and (b) the Business Combination Agreement, by which Donovitz consented to the exclusive jurisdiction of the Delaware Court of Chancery and agreed that Delaware law governs any related claims, including some or all of the Donovitz Claims. Pending a ruling from the Delaware Court of Chancery, Donovitz agreed to stay all answer dates in the Donovitz Dallas Action. Then, on March 23, 2023, Donovitz filed an amended answer and counterclaims in the First Delaware Action generally reasserting the Donovitz Claims he had previously brought in the Donovitz Dallas Action. On August 24, 2023, Donovitz filed amended counterclaims in the First Delaware Action, again generally reasserting the Donovitz Claims previously brought in the Donovitz Dallas Action but also asserting derivative claims against the Company’s directors. On October 23, 2023, the Company filed its response to Donovitz’s amended counterclaims. On August 24, 2022, Donovitz sued the Company, including certain executive officers and directors of the Company, in the Delaware Court of Chancery, seeking (a) a status quo order preventing the defendants from diluting any stockholder’s equity or voting power, (b) an injunction requiring the defendants to convene a special meeting of the stockholders, and (c) a request to either void a portion of the Company’s Certificate of Incorporation or allow stockholders to elect directors to a vacancy on the board in accordance with Delaware General Corporate Law (the “Second Delaware Action”). On September 8, 2022, the Delaware Court of Chancery denied Donovitz’s request for injunctive relief, determining that expedited proceedings and a status quo order were both unwarranted and rejecting a mandated meeting of the stockholders. On August 2, 2022, the Company sued Donovitz, Lani Hammonds Donovitz, and Lani D. Consulting in the District Court of Dallas County, Texas, seeking injunctive relief to enforce non-disparagement obligations of that certain founder advisory agreement with Donovitz and the independent contractor agreement with Lani Hammonds Donovitz, both of which were entered into by the subject parties in connection with the Business Combination (the “Biote Dallas Action”). The Company successfully obtained a temporary restraining order to enforce the non-disparagement obligations of Donovitz and Lani Hammonds Donovitz. The parties subsequently entered into an agreed order that the temporary restraining order will stay in effect until the entry of a final judgment. On August 23, 2022, the defendants filed an answer in the Biote Dallas Action, which included affirmative defenses to the Company’s claims and certain counterclaims and third-party claims against certain executive officers of the Company. On April 12, 2023, Lani Hammonds Donovitz, individually and on behalf of Lani D Consulting, dismissed with prejudice all of her counterclaims and third-party claims in the Biote Dallas Action, and subsequently agreed to a permanent injunction in favor of the Company, which was entered by the Court on April 17, 2023. After the filing of the Biote Dallas Action, the Company amended its claim in the First Delaware Action to also seek an injunction to prevent Donovitz from proceeding with certain of the affirmative defenses, counterclaims, and third-party claims filed by the defendants on August 23, 2022. On November 4, 2022, the Delaware Court of Chancery denied that request for injunctive relief, permitting the Biote Dallas Action and all defenses and claims asserted therein to proceed in Texas. A jury trial in the Biote Dallas Action was to commence on September 11, 2023, to address the Company’s affirmative claim for breach of contract, request for a permanent injunction, as well as the counterclaims and third-party claims asserted by Donovitz. On August 17, 2023, Donovitz nonsuited without prejudice all of his counterclaims and third-party claims in the Biote Dallas Action, leaving only the Company’s affirmative claim against Donovitz to be tried on September 11, 2023. On September 8, 2023, three days before the scheduled trial in the Biote Dallas Action, Donovitz agreed to stipulate that he breached his contract, and Donovitz agreed to a partial judgment and the entry of a permanent injunction against him, which was signed by the Court on September 9, 2023. The Company sought recovery of its attorneys’ fees against Donovitz in a jury trial that began on October 30, 2023. On November 2, 2023, the jury returned a verdict awarding the Company $ 4.7 million plus the potential for an additional $ 0.2 million for future fees, which constituted all of the attorneys’ fees that the Company had sought against Donovitz in the Biote Dallas Action. On April 23, 2024, the Company and Donovitz executed a settlement agreement to resolve all remaining outstanding litigation with Donovitz. Pursuant to the settlement agreement, the Company has agreed to repurchase all of the Class A common units of BioTE Holdings, LLC, the Class V voting stock of Biote (together, “Paired Interests”) and the Class A common stock of the Company, currently beneficially owned by Donovitz for approximately $ 76.9 million in the aggregate. The Company will repurchase the shares over a three-year period commencing on April 26, 2024. In addition, the Company and Donovitz have agreed to, among other things, (i) a customary mutual release of all claims arising out of or relating to the Donovitz Litigation, (ii) the termination of the founder advisory agreement, dated as of May 18, 2022, by and between Donovitz and BioTE Medical, LLC, (iii) two year non-compete and non-solicitation agreements for Donovitz and (iv) a voting agreement with customary terms acceptable to the Company. On April 26, 2024, the Company repurchased 5,075,090 shares of Class A common stock and 3,117,299 Paired Interests for approximately $ 32.2 million. Additionally, under the terms of the settlement agreement, the Company canceled 3,985,887 earnout securities. The Company recorded the impact of the settlement agreement during its second fiscal quarter ended June 30, 2024. Marci M. Donovitz On June 5, 2024, one of the Company’s stockholders, a trust associated with Marci M. Donovitz (“Ms. Donovitz”), sued Haymaker Sponsor III, LLC, the Company’s outside legal counsel, and certain Company executive officers and directors in the Delaware Court of Chancery, generally alleging negligent misrepresentation, breaches of fiduciary duties, and/or aiding and abetting those alleged breaches against the defendants (the “June 5, 2024 Litigation”). On June 28, 2024, the Company and Ms. Donovitz executed a settlement agreement to resolve the June 5, 2024 Litigation. Pursuant to the settlement agreement, the Company has agreed to repurchase all of the Paired Interests and shares of Class A common stock of the Company beneficially owned by Ms. Donovitz for $ 60.0 million in the aggregate. The Company will repurchase the shares over a three-year period commencing on June 28, 2024. In addition, the Company and Ms. Donovitz have agreed to, among other things, (i) a customary mutual release of all claims arising out of or relating to the June 5, 2024 Litigation; (ii) a voting agreement with customary terms acceptable to the Company; and, (iii) the acceleration of the purchase schedule in the event of a change of control. On June 28, 2024, the Company repurchased 4,146,610 Paired Interests for $ 30.0 million. Additionally, under the terms of the settlement agreement, the Company canceled 3,985,887 earnout securities. As a result of settling the Donovitz Litigation and the June 5, 2024 Litigation, the Company recorded a combined repurchase liability of $ 128.4 million . Accreted interest on the share repurchase liability was $ 1.1 million and $ 1.5 million , which was included in interest expense, net on the condensed consolidated statement of operations and comprehensive loss for the three and nine months ended September 30, 2024, respectively. Tax Distributions To the extent the Company has funds legally available, the board of directors will approve distributions to each stockholder on a quarterly basis, in an amount per share that, when added to all other distributions made to such stockholder with respect to the previous calendar year, equals the estimated federal and state income tax liabilities applicable to such stockholder as the result of its, his or her ownership of the units and the associated net taxable income allocated with respect to such units for the previous calendar year.

Related-Party Transactions

Related-Party Transactions	9 Months Ended
	Sep. 30, 2024
Related Party Transactions [Abstract]
Related-Party Transactions	20. RELATED-PARTY TRANSACTIONS The Company purchases dietary supplements inventories from a vendor in which the Company’s founder holds a minority interest. The Company did no t purchase any inventory from this vendor during the three months ended September 30, 2024 and purchased $ 0.1 million of inventory from this vendor during the three months ended September 30, 2023. Inventory purchases from this vendor were $ 0.3 million and $ 0.6 million during the nine months ended September 30, 2024 and 2023, respectively. Amounts due to the vendor were $ 0.2 million and $ 0.1 million as of September 30, 2024 and December 31, 2023, respectively. On May 18, 2022, BioTE Medical and Dr. Gary S. Donovitz entered into a founder advisory agreement and, as of May 26, 2022, transitioned from an officer and manager of BioTE Medical into the role of Founder Advisor and Senior Advisor (as defined in the founder advisory agreement). Pursuant to the founder advisory agreement, Dr. Gary S. Donovitz was obligated to provide strategic advisory services to BioTE Medical for a period of four years , unless terminated earlier pursuant to the terms of the founder advisory agreement, and receive an annual fee equal to $ 0.3 million per year, continued coverage under BioTE Medical’s employee benefits and reimbursement for reasonable and pre-approved business expenses. The founder advisor agreement was terminated effect ive April 23, 2024. The Company engages the services of its Chief Executive Officer’s brother-in-law, Mr. Andy Thacker, through a consulting firm that is wholly owned by Mr. Thacker. He has been engaged for various projects such as information technology projects and project manageme nt. The Company did no t pay any compensation to the consulting firm during the three months ended September 30, 2024 and paid the consulting firm $ 0.03 million during the nine months ended September 30, 2024. Total compensation paid to the consulting firm under this arrangement was $ 0.03 million and $ 0.09 million during the three and nine months ended September 30, 2023 , respectively. The Company did no t have any amounts due to the consulting firm at September 30, 2024 and owed the consulting firm $ 0.01 million at December 31, 2023. Additi onally, the Company reimbursed Mr. Thacker directly for travel and travel-related costs.

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2024
Subsequent Events [Abstract]
Subsequent Events	20. SUBSEQUENT EVENTS The Company evaluated subsequent events from September 30, 2024, the date of these unaudited condensed consolidated financial statements, through November 12, 2024, which represents the date the unaudited condensed consolidated financial statements were issued, for events requiring adjustment to or disclosure in these unaudited condensed consolidated financial statements.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2024
Accounting Policies [Abstract]
Use of Estimates	Use of Estimates— The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company regularly evaluates estimates and assumptions related to assets, liabilities, costs, expenses, contingent liabilities, share-based compensation and research and development costs. The Company bases its estimates and assumptions on historical experience and on various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates. The results of operations for the three and nine months ended September 30, 2024 , are not necessarily indicative of the results that may be expected for the entire year.
Segment Information	Segment Information —Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker is the chief executive officer. The Company has, historically, had one business activity and there were no segment managers who were held accountable for operations, operating results, and plans for levels or components below the consolidated unit level. Due to the acquisition of a privately held 503B manufacturer of compounded bioidentical hormones on March 18, 2024, the Company evaluated the guidance set forth in Accounting Standards Codification (“ASC”) 280, Segment Reporting (“ASC 280 ”), and concluded that there remains no segment managers and the operations are reviewed and resources allocated on a consolidated level. Therefore, there remains one operating segment. The Company will reevaluate this conclusion in accordance with ASC 280 if and when changes to the organization occur. Please refer to Note 3 for additional information on the acquisition.
Other Current Assets	Other Current Assets — Total other current assets consisted of the following: September 30, December 31, (in thousands) 2024 2023 Prepaid expenses $ 2,776 $ 3,914 Advances 3,779 3,638 Income tax receivable 402 1,365 Other assets 108 308 Total other current assets $ 7,065 $ 9,225 Prepaid expenses include software and technology licensing agreements, insurance premiums and other advance payments for services to be received over the next 12 months. Advances are comprised of deposit payments to vendors for inventory purchase orders to be received in the next 12 months. Other assets consist of interest earned, but not received on the Company’s money market account.
Share Repurchase Liability	Share Repurchase Liabilities— Share repurchase liabilities were the result of settlements with former shareholders. These liabilities were accounted for as forward share repurchase contracts. The forward share repurchase liabilities were initially measured at the present value of the settlement amounts discounted at the rate implicit at inception and subsequently remeasured using the effective interest rate method. Changes in the carrying amounts of the forward share repurchase liabilities are recorded in interest expense in the condensed consolidated statement of operations and comprehensive income (loss). The reduction of Class A common stock outstanding was recorded at the inception of the forward share repurchase contracts and factored into the calculation of weighted average shares outstanding at that time. See Note 19 Commitments and Contingencies for additional information.
Defined Contribution Plans	Defined Contribution Retirement Plan— Effective January 1, 2021, the Company offers participation in the BioTE Medical, LLC (“BioTE Medical”) 401(k) Plan (the “401(k) Plan”), a defined contribution plan providing retirement benefits to eligible employees. Eligible employees may contribute a portion of their annual compensation to the 401(k) Plan, subject to the maximum annual amounts as set periodically by the IRS. The Company makes a safe harbor, non-elective contribution to the 401(k) Plan equal to 3 % of each participant’s eligible employee compensation. Safe harbor contributions vest immediately for each participant. The Company made safe harbor contributions under the 401(k) Plan of $ 0.2 million during each of the three months ended September 30, 2024 and 2023, respectively and $ 0.7 million and $ 0.6 million during the nine months ended September 30, 2024 and 2023 , respectively. Safe harbor contributions are included in selling, general and administrative expense in the unaudited condensed consolidated statements of operations and comprehensive income (loss).
Concentrations	Concentrations —Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash, accounts receivable, credit agreements, and inventory purchases. The Company’s cash balances exceed those that are federally insured. To date, the Company has not recognized any losses caused by uninsured balances. As of September 30, 2024 and December 31, 2023, 100 % of the Company’s outstanding debt and availability under revolving loans was from one lender. A failure of the counterparty to perform could result in the loss of access to the available borrowing capacity under the revolving loans. Inventory purchases from four vendors totaled 92.1 % and 83.8 % for the three and nine months ended September 30, 2024, respectively, and 85.8 % for the nine months ended September 30, 2023 . Inventory purchases from three vendors totaled 83.2 % for the three months ended September 30, 2023. Due to the nature of the markets and availability of alternative suppliers, the Company does not believe the loss of any one vendor would have a material adverse impact on its financial position, results of operations or cash flows for any significant period of time. Significant customers are those which represent more than 10% of the Company’s total revenue or gross accounts receivable balance. The Company did no t have any customers that accounted for 10% or more of total revenues for the three and nine months ended September 30, 2024 and 2023 .The Company did no t have any customers that accounted for more than 10% of its gross accounts receivable as of September 30, 2024 and December 31, 2023 .
Recently Adopted and Recent Accounting Pronouncements Not Yet Adopted	Recently Adopted Accounting Pronouncements —In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). ASU 2020-06 changes how entities account for convertible instruments and contracts in an entity’s own equity and simplifies the accounting for convertible instruments by removing certain separation models for convertible instruments. ASU 2020-06 also modifies the guidance on diluted earnings per share calculations. The amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The Company adopted this standard on January 1, 2024 , and there was no material impact to the financial statements and related disclosures. Recent Accounting Pronouncements Not Yet Adopted —In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”) , which improves financial reporting by requiring disclosure of additional information about certain costs and expenses in the notes to the interim and annual financial statements. The amendments in this ASU are applied either prospectively to financial statements issued after the effective date or retrospectively to any or all prior periods presented in the financial statements. ASU 2024-03 is effective for annual periods beginning after December 15, 2027. Early adoption is permitted. Due to the timing of the issuance of ASU 2024-03, the Company has not begun its process of evaluating the impact of this new guidance on its consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which expands annual disclosures in an entity’s income tax rate reconciliation table and requires annual disclosures regarding cash taxes paid both in the U.S. (federal and state) and foreign jurisdictions. The amendments to this ASU are effective for annual periods beginning after December 15, 2024. Early adoption is permitted. The Company is in the process of evaluating the impact of this new guidance on its consolidated financial statements. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , which expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. The ASU is effective for annual periods beginning after December 15, 2023 and interim periods beginning after December 15, 2024, and requires retrospective application to all prior periods presented in the financial statements. Early adoption is permitted. The Company is in the process of evaluating the impact of this new guidance on its consolidated financial statements.

Description of Business and B_2

Description of Business and Basis of Presentation (Tables)	9 Months Ended
	Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Consolidated Statements Of Stockholders' Equity (Deficit) (Unaudited)	The tables below provide reconciliations of our previously reported amounts to our revised amounts to correct for the immaterial errors. CONSOLIDATED STATEMENTS OF STOCKHOLDERS ' EQUITY (DEFICIT) (unaudited) Total Total Stockholders’ Stockholders’ Deficit Deficit Non- Non- Accumulated Adjustment Accumulated Attributable to Adjustment Attributable to controlling Adjustment controlling Deficit Noncontrolling Interest Deficit biote Corp. Noncontrolling Interest biote Corp. Interest Noncontrolling Interest Interest (in thousands) As Previously Reported Re-allocation As Revised As Previously Reported Re-allocation As Revised As Previously Reported Re-allocation As Revised Balance at December 31, 2023 $ ( 29,391 ) $ — ( 29,391 ) $ ( 29,397 ) $ — $ ( 29,397 ) $ ( 7,149 ) $ — $ ( 7,149 ) Distributions — — — — — — ( 2,112 ) — ( 2,112 ) Net loss ( 2,070 ) ( 2,091 ) ( 4,161 ) ( 2,070 ) ( 2,091 ) ( 4,161 ) ( 3,740 ) 2,175 ( 1,565 ) Other comprehensive income (loss) — — — ( 2 ) — ( 2 ) ( 3 ) — ( 3 ) Share-based compensation 1,763 — 1,763 1,763 — 1,763 — — — Vesting of RSUs ( 155 ) 65 ( 90 ) ( 155 ) 65 ( 90 ) 155 ( 65 ) 90 Exercise of stock options ( 1,831 ) 900 ( 931 ) ( 1,831 ) 900 ( 931 ) 2,155 ( 900 ) 1,255 Common stock repurchased — — — ( 4,088 ) — ( 4,088 ) — — — Shares issued in connection with acquisition 381 498 879 381 498 879 1,193 ( 498 ) 695 Balance at March 31, 2024 $ ( 31,303 ) $ ( 628 ) $ ( 31,931 ) $ ( 35,399 ) $ ( 628 ) $ ( 36,027 ) $ ( 9,501 ) $ 712 $ ( 8,789 ) Distributions — — — — — — ( 2,091 ) — ( 2,091 ) Net loss ( 6,322 ) ( 765 ) ( 7,087 ) ( 6,322 ) ( 765 ) ( 7,087 ) ( 4,153 ) 872 ( 3,281 ) Other comprehensive income (loss) — — — ( 3 ) — ( 3 ) — — — Share-based compensation 2,841 — 2,841 2,841 — 2,841 — — — Vesting of RSUs ( 19,536 ) 1,777 ( 17,759 ) ( 19,543 ) 1,777 ( 17,766 ) 19,543 ( 1,777 ) 17,766 Issuance of stock under purchase plans ( 812 ) 87 ( 725 ) ( 812 ) 87 ( 725 ) 958 ( 87 ) 871 Exercise of stock options ( 2,827 ) 278 ( 2,549 ) ( 2,828 ) 278 ( 2,550 ) 3,066 ( 278 ) 2,788 Common stock repurchased — — ( 1,511 ) — ( 1,511 ) — — — Shares issued in connection with acquisition 267 — 267 267 — 267 — — — Exchanges of Class V voting stock 4,022 ( 366 ) 3,656 4,024 ( 366 ) 3,658 ( 4,024 ) 366 ( 3,658 ) Legal Settlement - Repurchase of Shares ( 126,306 ) ( 192 ) ( 126,498 ) ( 126,308 ) ( 192 ) ( 126,500 ) ( 2,108 ) 192 ( 1,916 ) Legal Settlement - Liabilities 41,424 — 41,424 41,424 — 41,424 — — — TRA liability 829 — 829 829 — 829 — — — Balance at June 30, 2024 $ ( 137,723 ) $ 191 $ ( 137,532 ) $ ( 143,341 ) $ 191 $ ( 143,150 ) $ 1,690 $ — $ 1,690

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2024
Accounting Policies [Abstract]
Summary of Total Other Current Assets	Total other current assets consisted of the following: September 30, December 31, (in thousands) 2024 2023 Prepaid expenses $ 2,776 $ 3,914 Advances 3,779 3,638 Income tax receivable 402 1,365 Other assets 108 308 Total other current assets $ 7,065 $ 9,225

Acquisitions (Tables)

Acquisitions (Tables)	9 Months Ended
	Sep. 30, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]
Summary of Estimates for Purchase Price Allocation to Assets Acquired and Liabilities Assumed	The following table presents the preliminary estimates for purchase price allocation to assets acquired and liabilities assumed in the purchase of Asteria Health. The preliminary purchase price allocation will be finalized by the end of the measurement period. Measurement period adjustments recognized as of (in thousands) Preliminary Purchase Price Allocation September 30, 2024 Updated Preliminary Purchase Price Allocation Accounts receivable $ 27 $ — $ 27 Inventory 1,722 — 1,722 Other current assets 29 9 38 Customer relationships 1,290 — 1,290 Non-compete 220 — 220 Trade name 80 — 80 Property and equipment 321 — 321 Operating lease right-of-use assets 405 — 405 Accounts payable ( 63 ) — ( 63 ) Accrued expenses ( 297 ) — ( 297 ) Operating lease liabilities, current ( 75 ) — ( 75 ) Operating lease liabilities, net of current portion ( 330 ) — ( 330 ) Total identifiable net assets 3,329 9 3,338 Total cash consideration 8,354 — 8,354 Earnout liability, current 500 — 500 Goodwill $ 5,525 $ ( 9 ) $ 5,516

Revenue Recognition (Tables)

Revenue Recognition (Tables)	9 Months Ended
	Sep. 30, 2024
Revenue from Contract with Customer [Abstract]
Schedule of Revenues Recognized	Revenue recognized for each revenue stream was as follows: Three Months Ended Nine Months Ended September 30, (in thousands) 2024 2023 2024 2023 Pellet procedures $ 37,927 $ 35,416 $ 113,734 $ 106,123 Dietary supplements 10,317 8,475 25,947 28,955 Disposable trocars 1,083 893 3,224 2,439 Shipping fees and other 479 47 1,047 121 Product revenue 49,806 44,831 143,952 137,638 Training 573 321 1,145 859 Contract-term services 303 234 867 669 Other 702 171 1,393 491 Service revenue 1,578 726 3,405 2,019 Total revenue $ 51,384 $ 45,557 $ 147,357 $ 139,657 Revenue recognized by geographic region was as follows: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2024 2023 2024 2023 United States $ 49,991 $ 44,570 $ 143,215 $ 137,109 All other ( 185 ) 261 737 529 Product revenue 49,806 44,831 143,952 137,638 United States 1,578 726 3,405 2,019 All other — — — — Total revenue $ 51,384 $ 45,557 $ 147,357 $ 139,657
Summary of Significant Changes in Contract Liability Balances	Significant changes in contract liability balances were as follows: Nine Months Ended September 30, 2024 2023 Description of change Deferred Revenue Deferred Revenue, Deferred Revenue Deferred Revenue, Revenue recognized that was included in the contract liability balance at the beginning of the period $ ( 2,212 ) $ — $ ( 1,263 ) $ — Increases due to cash received, excluding amounts recognized as revenue during the period 1,479 1,056 1,679 855 Transfers between current and non-current liabilities due to the expected revenue recognition period 933 ( 933 ) 454 ( 454 ) Total increase in contract liabilities $ 200 $ 123 $ 870 $ 401
Summary of Consideration Allocated to Performance Obligations	Consideration allocated to performance obligations was as follows: September 30, December 31, (in thousands) 2024 2023 Unsatisfied training obligations – Current $ 186 $ 151 Unsatisfied contract-term services – Current 1,589 1,583 Unsatisfied contract-term services – Long-term 1,100 935 Total allocated to unsatisfied contract-term services 2,689 2,518 Unsatisfied pellet procedures – Current 1,152 940 Unsatisfied pellet procedures – Long-term 503 387 Total allocated to unsatisfied pellet procedures 1,655 1,327 Unsatisfied dietary supplements – Current — 328 Total deferred revenue – Current $ 2,927 $ 3,002 Total deferred revenue – Long-term $ 1,603 $ 1,322

Inventory, Net (Tables)

Inventory, Net (Tables)	9 Months Ended
	Sep. 30, 2024
Inventory Disclosure [Abstract]
Schedule of Inventory, Net	The components of inventory, net were as follows: September 30, December 31, (in thousands) 2024 2023 Product inventory – Pellets $ 7,363 $ 7,200 Pellets in process 843 — Raw materials 381 — Less: Obsolete and expired pellet allowance ( 1,681 ) ( 1,272 ) Pellet inventory, net 6,906 5,928 Product inventory – Dietary supplements 9,583 11,394 Less: Obsolete and expired dietary supplement allowance ( 289 ) ( 15 ) Dietary supplement inventory, net 9,294 11,379 Inventory, net $ 16,200 $ 17,307

Property and Equipment, Net (Ta

Property and Equipment, Net (Tables)	9 Months Ended
	Sep. 30, 2024
Property, Plant and Equipment [Abstract]
Schedule of Property and Equipment, Net	Property and equipment, net consisted of the following: September 30, December 31, (in thousands) 2024 2023 Trocars $ 4,644 $ 4,644 Leasehold improvements 2,389 1,506 Office equipment 523 253 Computer software 140 140 Furniture and fixtures 384 181 Computer equipment 223 108 Construction in process 3,610 — Property and equipment 11,913 6,832 Less: Accumulated depreciation ( 6,100 ) ( 5,614 ) Property and equipment, net $ 5,813 $ 1,218

Capitalized Software, Net (Tabl

Capitalized Software, Net (Tables)	9 Months Ended
	Sep. 30, 2024
Research and Development [Abstract]
Summary of Capitalized Software, Net	Capitalized software, net consisted of the following: September 30, December 31, (in thousands) 2024 2023 Website costs $ 7,700 $ 6,653 Development in process 2,925 2,856 Less: Accumulated amortization ( 5,651 ) ( 4,536 ) Capitalized software, net $ 4,974 $ 4,973

Intangible Assets, Net (Tables)

Intangible Assets, Net (Tables)	9 Months Ended
	Sep. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
Summary of Intangible Assets, Net	Intangible assets, net consisted of the following: September 30, 2024 (in thousands) Fair Value at Acquisition Accumulated Amortization Net Carrying Value Weighted Average Amortization Period Customer relationships $ 2,110 $ ( 163 ) $ 1,947 8.5 years Developed technology 4,006 ( 601 ) 3,405 5 years Non-compete agreement 220 ( 37 ) 183 3 years Trade names 165 ( 34 ) 131 3 years Total intangible assets $ 6,501 $ ( 835 ) $ 5,666 6 years
Schedule of Estimated Amortization Expense	The estimated amortization expense for each of the next five years is as follows: As of September 30, (in thousands) 2024 (remaining three months) $ 302 2025 1,206 2026 1,206 2027 1,102 2028 1,077 Thereafter 773 Total $ 5,666

Accrued Expenses (Tables)

Accrued Expenses (Tables)	9 Months Ended
	Sep. 30, 2024
Payables and Accruals [Abstract]
Schedule of Accrued Expenses	Accrued expenses consisted of the following: September 30, December 31, (in thousands) 2024 2023 Accrued professional fees $ 618 $ 561 Accrued employee-related costs 5,068 6,068 Income tax payable 206 17 Other 2,293 1,851 Accrued expenses $ 8,185 $ 8,497

Long-Term Debt (Tables)

Long-Term Debt (Tables)	9 Months Ended
	Sep. 30, 2024
Debt Disclosure [Abstract]
Schedule of Long-term debt	Long-term debt was as follows: September 30, December 31, (in thousands) 2024 2023 Term loan $ 110,938 $ 115,625 Less: Current portion ( 6,250 ) ( 6,250 ) 104,688 109,375 Less: Unamortized debt issuance costs ( 2,140 ) ( 2,745 ) Term loan, net of current portion $ 102,548 $ 106,630
Schedule of Future Maturities of Long-term Debt	Future maturities of long-term debt, excluding debt issuance costs, are as follows: As of September 30, (in thousands) 2024 (remaining three months) 1,563 2025 6,250 2026 6,250 2027 96,875 $ 110,938

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2024
Fair Value Disclosures [Abstract]
Schedule of Financial Liabilities Measured at Fair Value on Recurring Basis	The following table presents information regarding the Company’s financial liabilities that were measured at fair value on a recurring basis: September 30, 2024 (in thousands) Level 1 Level 2 Level 3 Total Liabilities: Earnout liability $ — $ — $ 16,455 $ 16,455 December 31, 2023 (in thousands) Level 1 Level 2 Level 3 Total Liabilities: Earnout liability $ — $ — $ 41,100 $ 41,100
Summary of Significant Inputs Used to Measure Fair Value of Level 3 Earnout Liability	The following table provides the significant inputs used to measure the fair value of the level 3 earnout liability related to the Business Combination Agreement: As of September 30, 2024 December 31, 2023 Stock price $ 5.58 $ 4.94 Risk-free rate 3.5 % 4.0 % Volatility 82.5 % 65.0 % Term (in years) 2.7 3.9 The following table provides the significant inputs used to measure the fair value of the level 3 earnout liability related to the acquisition of Simpatra: As of September 30, 2024 Stock price $ 5.58 Risk-free rate 3.6 % Equity volitility 64.0 % Revenue volitility 48.7 % Revenue discount rate 14.2 % Correlation factor 5.0 % Term (in years) 3.3
Changes in Fair Value of Level 3 Financial Instruments	Changes in the fair value of the Company’s Level 3 financial instruments were as follows: (in thousands) Earnout Liability Fair value as of December 31, 2023 $ 41,100 Fair value of earnout related to acquisitions 855 Settlements ( 44,325 ) Loss from change in fair value 18,825 Fair value as of September 30, 2024 $ 16,455

Share-Based Compensation (Table

Share-Based Compensation (Tables)	9 Months Ended
	Sep. 30, 2024
Share-Based Payment Arrangement [Abstract]
Summary of Restricted Stock Unit Activity	The following table summarizes RSU activity during the nine months ended September 30, 2024: Shares Weighted-Average RSUs outstanding at December 31, 2022 1,622,840 $ 9.41 Granted 42,238 $ 5.83 Vested ( 1,250,512 ) $ 9.73 RSUs outstanding at December 31, 2023 414,566 $ 8.08 Granted 100,044 $ 4.76 Vested ( 444,783 ) $ 7.72 RSUs outstanding at September 30, 2024 69,827 $ 5.65
Summary of Stock Option Activity	The following table summarizes stock option activity during the nine months ended September 30, 2024: Shares Weighted-Average Weighted-Average Options outstanding at December 31, 2022 5,042,628 $ 3.86 9.5 Granted 4,286,005 $ 5.60 Exercised ( 105,049 ) $ 4.00 Forfeited ( 1,081,868 ) $ 4.69 Options outstanding at December 31, 2023 8,141,716 $ 4.66 8.9 Granted 4,105,516 $ 5.41 Exercised ( 211,116 ) $ 3.86 Forfeited ( 910,378 ) $ 4.67 Options outstanding at September 30, 2024 11,125,738 $ 4.95 8.5 Options exercisable at September 30, 2024 3,275,815 $ 4.47 7.5
Summary of Weighted-Average Assumptions used to Estimate Fair Value of Stock Options Granted	The weighted-average assumptions used to estimate the fair value of stock options granted during the nine months ended September 30, 2024 were as follows: Expected term (in years) 6.1 Volatility 63.8 % Risk-free rate 4.2 % Dividend yield 0.0 %

Leases (Tables)

Leases (Tables)	9 Months Ended
	Sep. 30, 2024
Leases [Abstract]
Summary of Operating Lease Costs Recognized under ASC 842 and Supplemental Cash Flow Information for Leases	The following table contains a summary of the operating lease costs recognized under ASC 842 and supplemental cash flow information for leases: Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Fixed lease expense $ 150 $ 112 $ 447 $ 311 Total lease cost $ 150 $ 112 $ 447 $ 311 Other information: Cash paid for amounts included in the measurement of lease liabilities $ 143 $ 103 $ 400 $ 214 Right-of-use assets obtained in exchange for new operating lease liabilities $ 1,374 $ — $ 1,779 $ —
Summary Balance Sheet Classification of Operating Leases and Weighted Average Remaining Lease Term and Discount Rate	The following table summarizes the balance sheet classification of the Company’s operating leases, amounts of ROU assets and lease liabilities, the weighted average remaining lease term, and the weighted average discount rate for the Company’s operating leases: September 30, December 31, (in thousands) 2024 2023 Lease assets Operating lease right-of-use assets $ 3,376 $ 1,877 Total lease assets $ 3,376 $ 1,877 Lease liabilities Current: Operating lease liabilities $ 482 $ 311 Non-current: Operating lease liabilities 3,026 1,680 Total lease liabilities $ 3,508 $ 1,991 Weighted-average remaining lease term — operating leases (years) 6.47 4.92 Weighted-average discount rate — operating leases 7.22 % 8.31 %
Summary of Payments by Date for Operating Lease	The following table summarizes the payments by date for the Company’s operating lease, which is then reconciled to the total lease obligation: As of September 30, (in thousands) 2024 (remaining three months) 157 2025 748 2026 774 2027 801 2028 701 Thereafter 1,206 Total lease payments 4,387 Less: Interest ( 879 ) Present value of lease liabilities $ 3,508

Net Income (Loss) Per Common _2

Net Income (Loss) Per Common Share (Tables)	9 Months Ended
	Sep. 30, 2024
Earnings Per Share [Abstract]
Schedule of Computation of Net Income (Loss) Per Common Share	The following table sets forth the computation of net income (loss) per common share: Three Months Ended September 30, Nine Months Ended September 30, (in thousands, except share and per share data) 2024 2023 2024 2023 Net income (loss) per common share Numerator: Net income (loss) attributable to biote Corp. stockholders (basic and diluted) $ 10,702 $ 7,530 $ ( 546 ) $ ( 4,418 ) Denominator: Weighted average shares outstanding - basic 31,045,174 30,334,193 33,235,662 22,921,401 Effect of dilutive securities 1,215,635 707,052 — — Weighted average shares outstanding - diluted 32,260,809 31,041,245 33,235,662 22,921,401 Net income (loss) per common share Basic $ 0.34 $ 0.25 $ ( 0.02 ) $ ( 0.19 ) Diluted $ 0.33 $ 0.24 $ ( 0.02 ) $ ( 0.19 )
Schedule of Computation of Diluted Weighted Average Shares Outstanding	The Company excluded the following potential shares, presented based on amounts outstanding at each period end, from the computation of diluted weighted average shares outstanding for the periods indicated because including them would have had an antidilutive effect: Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 RSUs — — 69,827 695,392 Stock Options 6,298,547 3,686,536 11,125,738 8,087,911 Class V Voting Stock 5,221,653 28,819,066 5,221,653 28,819,066 Earnout Voting Shares 2,028,226 10,000,000 2,028,226 10,000,000 Sponsor Earnout Shares 1,587,500 1,587,500 1,587,500 1,587,500 15,135,926 44,093,102 20,032,944 49,189,869

Description of Business and B_3

Description of Business and Basis of Presentation - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended				6 Months Ended	9 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2024	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Understatement of net loss attributable to noncontrolling interest	$ 1,955			$ 12,112		$ (2,891)	$ (10,465)
Overstatement of noncontrolling interest	$ 3,518					$ 3,518		$ (7,149)
Error Correction, Overstatement | Noncontrolling Interest Re-allocation
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Overstatement of noncontrolling interest			$ 700
Error Correction, Understatement | Noncontrolling Interest Re-allocation
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Understatement of net loss attributable to noncontrolling interest		$ 900	$ 2,200		$ 0

Description of Business and B_4

Description of Business and Basis of Presentation - Consolidated Statements Of Stockholders' Equity (Deficit) (Unaudited) (Details) - USD ($) $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Beginning balance	$ (141,460)	$ (44,816)	$ (36,546)	$ (73,238)	$ (83,809)	$ (58,274)	$ (36,546)	$ (58,274)
Distributions	(453)	(2,091)	(2,112)	(1,000)	(3,495)	(3,093)
Net loss	12,657	(10,368)	(5,726)	19,642	(13,095)	(21,430)	(3,437)	(14,883)
Other comprehensive income (loss)	(8)	(3)	(5)	17	(1)	1
Share-based compensation	2,245	2,841	1,763	2,243	2,647	2,170
Issuance of shares under SEPA		146
Exercise of stock options	247	238	324			420
Common stock repurchased		(1,511)	(4,088)
Shares issued in connection with acquisition		267	1,574
Exchanges of Class V voting stock				(1)
Legal Settlement - Repurchase of Shares		(128,416)
Legal Settlement - Liabilities		41,424
TRA liability	(52)	829		1,072	(7,000)	(4,802)
Ending balance	(126,824)	(141,460)	(44,816)	(51,265)	(73,238)	(83,809)	(126,824)	(51,265)
Accumulated Deficit
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Beginning balance	(137,532)	(31,931)	(29,391)	(46,393)	(48,532)	(44,460)	(29,391)	(44,460)
Net loss	10,702	(7,087)	(4,161)	7,530	(5,143)	(6,805)
Share-based compensation	2,245	2,841	1,763	2,243	2,647	2,170
Vesting of RSUs	(110)	(17,759)	(90)	(1,730)	(3,932)	1,915
Issuance of shares under SEPA		(725)
Exercise of stock options	30	(2,549)	(931)			2,043
Shares issued in connection with acquisition		267	879
Exchanges of Class V voting stock		3,656		(3,244)	(14,419)	208
Legal Settlement - Repurchase of Shares		(126,498)
Legal Settlement - Liabilities		41,424
TRA liability	(52)	829		1,072	(7,000)	(4,802)
Ending balance	(124,717)	(137,532)	(31,931)	(40,522)	(46,393)	(48,532)	(124,717)	(40,522)
Total Stockholders' Deficit Attributable to biote Corp.
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Beginning balance	(143,150)	(36,027)	(29,397)	(46,405)	(48,538)	(44,459)	(29,397)	(44,459)
Net loss	10,702	(7,087)	(4,161)	7,530	(5,143)	(6,805)
Other comprehensive income (loss)	(7)	(3)	(2)	8
Share-based compensation	2,245	2,841	1,763	2,243	2,647	2,170
Vesting of RSUs	(110)	(17,766)	(90)	(1,731)	(3,933)	1,911
Issuance of shares under SEPA		(725)
Exercise of stock options	30	(2,550)	(931)			2,040
Common stock repurchased		(1,511)	(4,088)
Shares issued in connection with acquisition		267	879
Exchanges of Class V voting stock		3,658		(3,246)	(14,423)	208
Legal Settlement - Repurchase of Shares		(126,500)
Legal Settlement - Liabilities		41,424
TRA liability	(52)	829		1,072	(7,000)	(4,802)
Ending balance	(130,342)	(143,150)	(36,027)	(40,529)	(46,405)	(48,538)	(130,342)	(40,529)
Non Controlling Interest
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Beginning balance	1,690	(8,789)	(7,149)	(26,833)	(35,271)	(13,815)	(7,149)	(13,815)
Distributions	(453)	(2,091)	(2,112)	(1,000)	(3,495)	(3,093)
Net loss	1,955	(3,281)	(1,565)	12,112	(7,952)	(14,625)
Other comprehensive income (loss)	(1)		(3)	9	(1)	1
Vesting of RSUs	110	17,766	90	1,731	3,933	(1,911)
Issuance of shares under SEPA		871
Exercise of stock options	217	2,788	1,255			(1,620)
Shares issued in connection with acquisition			695
Exchanges of Class V voting stock		(3,658)		3,245	14,423	(208)
Legal Settlement - Repurchase of Shares		(1,916)
Ending balance	3,518	1,690	(8,789)	$ (10,736)	$ (26,833)	$ (35,271)	3,518	$ (10,736)
As Previously Reported | Accumulated Deficit
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Beginning balance	(137,723)	(31,303)	(29,391)				(29,391)
Net loss		(6,322)	(2,070)
Share-based compensation		2,841	1,763
Vesting of RSUs		(19,536)	(155)
Issuance of shares under SEPA		(812)
Exercise of stock options		(2,827)	(1,831)
Shares issued in connection with acquisition		267	381
Exchanges of Class V voting stock		4,022
Legal Settlement - Repurchase of Shares		(126,306)
Legal Settlement - Liabilities		41,424
TRA liability		829
Ending balance		(137,723)	(31,303)
As Previously Reported | Total Stockholders' Deficit Attributable to biote Corp.
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Beginning balance	(143,341)	(35,399)	(29,397)				(29,397)
Net loss		(6,322)	(2,070)
Other comprehensive income (loss)		(3)	(2)
Share-based compensation		2,841	1,763
Vesting of RSUs		(19,543)	(155)
Issuance of shares under SEPA		(812)
Exercise of stock options		(2,828)	(1,831)
Common stock repurchased		(1,511)	(4,088)
Shares issued in connection with acquisition		267	381
Exchanges of Class V voting stock		4,024
Legal Settlement - Repurchase of Shares		(126,308)
Legal Settlement - Liabilities		41,424
TRA liability		829
Ending balance		(143,341)	(35,399)
As Previously Reported | Non Controlling Interest
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Beginning balance	1,690	(9,501)	(7,149)				$ (7,149)
Distributions		(2,091)	(2,112)
Net loss		(4,153)	(3,740)
Other comprehensive income (loss)			(3)
Vesting of RSUs		19,543	155
Issuance of shares under SEPA		958
Exercise of stock options		3,066	2,155
Shares issued in connection with acquisition			1,193
Exchanges of Class V voting stock		(4,024)
Legal Settlement - Repurchase of Shares		(2,108)
Ending balance		1,690	(9,501)
Noncontrolling Interest Re-allocation | Accumulated Deficit
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Beginning balance	191	(628)
Net loss		(765)	(2,091)
Vesting of RSUs		1,777	65
Issuance of shares under SEPA		87
Exercise of stock options		278	900
Shares issued in connection with acquisition			498
Exchanges of Class V voting stock		(366)
Legal Settlement - Repurchase of Shares		(192)
Ending balance		191	(628)
Noncontrolling Interest Re-allocation | Total Stockholders' Deficit Attributable to biote Corp.
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Beginning balance	$ 191	(628)
Net loss		(765)	(2,091)
Vesting of RSUs		1,777	65
Issuance of shares under SEPA		87
Exercise of stock options		278	900
Shares issued in connection with acquisition			498
Exchanges of Class V voting stock		(366)
Legal Settlement - Repurchase of Shares		(192)
Ending balance		191	(628)
Noncontrolling Interest Re-allocation | Non Controlling Interest
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Beginning balance		712
Net loss		872	2,175
Vesting of RSUs		(1,777)	(65)
Issuance of shares under SEPA		(87)
Exercise of stock options		(278)	(900)
Shares issued in connection with acquisition			(498)
Exchanges of Class V voting stock		366
Legal Settlement - Repurchase of Shares		$ 192
Ending balance			$ 712

Summary of Significant Accoun_4

Summary of Significant Accounting Policies - Additional Information (Details) $ in Millions	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2024 USD ($) Customer	Sep. 30, 2023 USD ($) Vendor Customer	Sep. 30, 2024 USD ($) Customer Segment	Sep. 30, 2023 USD ($) Customer	Dec. 31, 2023 Customer
Product Information [Line Items]
Number of operating segment | Segment			1
Number of vendors | Vendor		3
Number of customers accounted for 10% of total revenue	0	0	0	0
Number of customers accounted for 10% of accounts receivable	0		0		0
ASU 2020-06
Product Information [Line Items]
Change in Accounting Principle, Accounting Standards Update, Adoption Date	Jan. 01, 2024		Jan. 01, 2024
Change in Accounting Principle, Accounting Standards Update, Adopted [true false]	true		true
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false]	true		true
401(k) Plan
Product Information [Line Items]
Employer Safe Harbor non-elective contribution percentage			3%
Employer Safe Harbor contribution amount | $	$ 0.2	$ 0.2	$ 0.7	$ 0.6
Outstanding Debt and Available Line of Credit | Liabilities
Product Information [Line Items]
Concentration risk percentage			100%		100%
Inventory | Vendor Concentration | Assets
Product Information [Line Items]
Concentration risk percentage	92.10%	83.20%	83.80%	85.80%

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Summary of Total Other Current Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Prepaid Expense and Other Assets, Current [Abstract]
Prepaid expenses	$ 2,776	$ 3,914
Advances	3,779	3,638
Income tax receivable	402	1,365
Other assets	108	308
Total other current assets	$ 7,065	$ 9,225

Acquisitions - Additional Infor

Acquisitions - Additional Information (Details) - USD ($) $ in Thousands				9 Months Ended
	Mar. 18, 2024	Jan. 29, 2024	Jan. 02, 2024	Sep. 30, 2024
Business Acquisition [Line Items]
Cash consideration				$ 11,611
F.H. Investments Inc
Business Acquisition [Line Items]
Business combination, total consideration	$ 8,900
Cash consideration	8,400
Consideration additional cash payment	$ 500
Acquisition-related costs				400
Simpatra, LLC
Business Acquisition [Line Items]
Cash consideration			$ 1,500
Consideration additional cash payment				$ 300
Business combination agreement date			Jan. 02, 2024
BioSana ID LLC
Business Acquisition [Line Items]
Cash consideration		$ 700
Maximum future earnout payment		$ 100
Business combination agreement date		Jan. 29, 2024
BioSana ID LLC | Customer relationships
Business Acquisition [Line Items]
Intangible asset		$ 700
Class A Common Stock | Simpatra, LLC
Business Acquisition [Line Items]
Business combination number of share issued			389,105
Number of shares held			97,276
Number of achieving financial targets year			4 years
Class A Common Stock | Simpatra, LLC | Future earn out payment
Business Acquisition [Line Items]
Business combination number of share issued			194,553

Acquisitions - Summary of Estim

Acquisitions - Summary of Estimates for Purchase Price Allocation to Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands		9 Months Ended
	Mar. 18, 2024	Sep. 30, 2024
Business Acquisition [Line Items]
Total cash consideration		$ 11,611
Goodwill		5,516
F.H. Investments Inc
Business Acquisition [Line Items]
Total cash consideration	$ 8,400
Performance-based contingent consideration	$ 500
Preliminary Purchase Price Allocation | F.H. Investments Inc
Business Acquisition [Line Items]
Accounts receivable		27
Inventory		1,722
Other current assets		29
Property and equipment		321
Operating lease right-of-use assets		405
Accounts payable		(63)
Accrued expenses		(297)
Operating lease liabilities, current		(75)
Operating lease liabilities, net of current portion		(330)
Total identifiable net assets		3,329
Total cash consideration		8,354
Earnout liability, current		500
Goodwill		5,525
Preliminary Purchase Price Allocation | F.H. Investments Inc | Customer relationships
Business Acquisition [Line Items]
Intangible assets		1,290
Preliminary Purchase Price Allocation | F.H. Investments Inc | Non-compete
Business Acquisition [Line Items]
Intangible assets		220
Preliminary Purchase Price Allocation | F.H. Investments Inc | Trade Name
Business Acquisition [Line Items]
Intangible assets		80
Measurement Period Adjustments Recognized | F.H. Investments Inc
Business Acquisition [Line Items]
Other current assets		9
Total identifiable net assets		9
Goodwill		(9)
Updated Preliminary Purchase Price Allocation | F.H. Investments Inc
Business Acquisition [Line Items]
Accounts receivable		27
Inventory		1,722
Other current assets		38
Property and equipment		321
Operating lease right-of-use assets		405
Accounts payable		(63)
Accrued expenses		(297)
Operating lease liabilities, current		(75)
Operating lease liabilities, net of current portion		(330)
Total identifiable net assets		3,338
Total cash consideration		8,354
Earnout liability, current		500
Goodwill		5,516
Updated Preliminary Purchase Price Allocation | F.H. Investments Inc | Customer relationships
Business Acquisition [Line Items]
Intangible assets		1,290
Updated Preliminary Purchase Price Allocation | F.H. Investments Inc | Non-compete
Business Acquisition [Line Items]
Intangible assets		220
Updated Preliminary Purchase Price Allocation | F.H. Investments Inc | Trade Name
Business Acquisition [Line Items]
Intangible assets		$ 80

Revenue Recognition - Schedule

Revenue Recognition - Schedule of Revenues Recognized for Each Revenue Stream (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Disaggregation of Revenue [Line Items]
Total revenue	$ 51,384	$ 45,557	$ 147,357	$ 139,657
Pellet Procedures Product Revenue
Disaggregation of Revenue [Line Items]
Total revenue	37,927	35,416	113,734	106,123
Dietary Supplements
Disaggregation of Revenue [Line Items]
Total revenue	10,317	8,475	25,947	28,955
Disposable Trocars Product Revenue
Disaggregation of Revenue [Line Items]
Total revenue	1,083	893	3,224	2,439
Shipping Fees And Other Product Revenue
Disaggregation of Revenue [Line Items]
Total revenue	479	47	1,047	121
Product Revenue
Disaggregation of Revenue [Line Items]
Total revenue	49,806	44,831	143,952	137,638
Training Service Revenue
Disaggregation of Revenue [Line Items]
Total revenue	573	321	1,145	859
Contract-Term Services Revenue
Disaggregation of Revenue [Line Items]
Total revenue	303	234	867	669
Other Service Revenue
Disaggregation of Revenue [Line Items]
Total revenue	702	171	1,393	491
Service Revenue
Disaggregation of Revenue [Line Items]
Total revenue	$ 1,578	$ 726	$ 3,405	$ 2,019

Revenue Recognition - Schedul_2

Revenue Recognition - Schedule of Revenues Recognized by Geographic Region (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Disaggregation of Revenue [Line Items]
Total revenue	$ 51,384	$ 45,557	$ 147,357	$ 139,657
United States
Disaggregation of Revenue [Line Items]
Total revenue	1,578	726	3,405	2,019
All Other
Disaggregation of Revenue [Line Items]
Total revenue	0	0	0	0
Product Revenue
Disaggregation of Revenue [Line Items]
Total revenue	49,806	44,831	143,952	137,638
Product Revenue | United States
Disaggregation of Revenue [Line Items]
Total revenue	49,991	44,570	143,215	137,109
Product Revenue | All Other
Disaggregation of Revenue [Line Items]
Total revenue	(185)	261	737	529
Service Revenue
Disaggregation of Revenue [Line Items]
Total revenue	$ 1,578	$ 726	$ 3,405	$ 2,019

Revenue Recognition - Summary o

Revenue Recognition - Summary of Significant Changes in Contract Liability Balances (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Deferred Revenue
Disaggregation of Revenue [Line Items]
Revenue recognized that was included in the contract liability balance at the beginning of the period	$ (2,212)	$ (1,263)
Increases due to cash received, excluding amounts recognized as revenue during the period	1,479	1,679
Transfers between current and non-current liabilities due to the expected revenue recognition period	933	454
Total increase in contract liabilities	200	870
Deferred Revenue, Long-term
Disaggregation of Revenue [Line Items]
Increases due to cash received, excluding amounts recognized as revenue during the period	1,056	855
Transfers between current and non-current liabilities due to the expected revenue recognition period	(933)	(454)
Total increase in contract liabilities	$ 123	$ 401

Revenue Recognition - Summary_2

Revenue Recognition - Summary of Consideration Allocated to Performance Obligations (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Disaggregation of Revenue [Line Items]
Deferred revenue, current	$ 2,927	$ 3,002
Deferred revenue, net of current portion	1,603	1,322
Unsatisfied Training Obligations
Disaggregation of Revenue [Line Items]
Deferred revenue, current	186	151
Unsatisfied Contract-term Services
Disaggregation of Revenue [Line Items]
Deferred revenue, current	1,589	1,583
Deferred revenue, net of current portion	1,100	935
Total Deferred Revenue	2,689	2,518
Unsatisfied Pellet Procedures
Disaggregation of Revenue [Line Items]
Deferred revenue, current	1,152	940
Deferred revenue, net of current portion	503	387
Total Deferred Revenue	$ 1,655	1,327
Unsatisfied Dietary Supplements
Disaggregation of Revenue [Line Items]
Deferred revenue, current		$ 328

Revenue Recognition - Additiona

Revenue Recognition - Additional Information (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Revenue from Contract with Customer [Abstract]
Reduction of revenue	$ 0	$ 0	$ 0	$ 0

Inventory, Net - Schedule of In

Inventory, Net - Schedule of Inventory, Net (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Inventory [Line Items]
Net Inventory	$ 16,200	$ 17,307
Product | Pellets
Inventory [Line Items]
Inventory, gross	7,363	7,200
Obsolete and expired allowance	(1,681)	(1,272)
Net Inventory	6,906	5,928
Product | Pellets in process
Inventory [Line Items]
Inventory, gross	843
Product | Raw materials
Inventory [Line Items]
Inventory, gross	381
Product | Dietary Supplements
Inventory [Line Items]
Inventory, gross	9,583	11,394
Obsolete and expired allowance	(289)	(15)
Net Inventory	$ 9,294	$ 11,379

Property and Equipment, Net - S

Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 11,913	$ 6,832
Less: Accumulated depreciation	(6,100)	(5,614)
Property and equipment, net	5,813	1,218
Trocars
Property, Plant and Equipment [Line Items]
Property and equipment, gross	4,644	4,644
Leasehold Improvements
Property, Plant and Equipment [Line Items]
Property and equipment, gross	2,389	1,506
Office Equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	523	253
Computer Software
Property, Plant and Equipment [Line Items]
Property and equipment, gross	140	140
Furniture and Fixtures
Property, Plant and Equipment [Line Items]
Property and equipment, gross	384	181
Computer Equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	223	$ 108
Construction in process
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 3,610

Property and Equipment, Net - A

Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 0.2	$ 0.2	$ 0.5	$ 0.7

Capitalized Software, Net - Sum

Capitalized Software, Net - Summary of Capitalized Software, Net (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Research and Development [Abstract]
Website costs	$ 7,700	$ 6,653
Development in process	2,925	2,856
Less: Accumulated amortization	(5,651)	(4,536)
Capitalized software, net	$ 4,974	$ 4,973

Capitalized Software, Net - Add

Capitalized Software, Net - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Research and Development [Abstract]
Amortization expense	$ 0.3	$ 0.3	$ 1.1	$ 0.8

Intangible Assets, Net - Summar

Intangible Assets, Net - Summary of Intangible Assets, Net (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Fair Value at Acquisition	$ 6,501,000
Accumulated Amortization	(835,000)
Total	$ 5,666,000	$ 0
Weighted Average Amortization Period	6 years
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Fair Value at Acquisition	$ 2,110,000
Accumulated Amortization	(163,000)
Total	$ 1,947,000
Weighted Average Amortization Period	8 years 6 months
Developed technology
Finite-Lived Intangible Assets [Line Items]
Fair Value at Acquisition	$ 4,006,000
Accumulated Amortization	(601,000)
Total	$ 3,405,000
Weighted Average Amortization Period	5 years
Non-compete agreement
Finite-Lived Intangible Assets [Line Items]
Fair Value at Acquisition	$ 220,000
Accumulated Amortization	(37,000)
Total	$ 183,000
Weighted Average Amortization Period	3 years
Trade names
Finite-Lived Intangible Assets [Line Items]
Fair Value at Acquisition	$ 165,000
Accumulated Amortization	(34,000)
Total	$ 131,000
Weighted Average Amortization Period	3 years

Intangible Assets, Net - Additi

Intangible Assets, Net - Additional Information (Details) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2024	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible assets	$ 5,666,000	$ 5,666,000	$ 0
Recognized amortization expense	$ 300,000	$ 800,000

Intangible Assets, Net - Schedu

Intangible Assets, Net - Schedule of Estimated Amortization Expense (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
2024 (remaining three months)	$ 302,000
2025	1,206,000
2026	1,206,000
2027	1,102,000
2028	1,077,000
Thereafter	773,000
Total	$ 5,666,000	$ 0

Accrued Expenses - Schedule of

Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Payables and Accruals [Abstract]
Accrued professional fees	$ 618	$ 561
Accrued employee-related costs	5,068	6,068
Income tax payable	206	17
Other	2,293	1,851
Accrued expenses	$ 8,185	$ 8,497

Long-Term Debt - Additional Inf

Long-Term Debt - Additional Information (Details) - USD ($)			3 Months Ended		9 Months Ended
	May 26, 2022	May 22, 2022	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Debt Instrument [Line Items]
Proceeds from line of credit					$ 10,000,000
Amortization expense related to debt issuance costs					$ 605,000	$ 591,000
Line of Credit | Truist Term Loan
Debt Instrument [Line Items]
Term loan face amount		$ 125,000,000
Interest rate			8.10%		8.10%
Periodic payments					$ 1,600,000
Frequency of periodic payments					quarterly
Term loan maturity date			May 26, 2027		May 26, 2027
Covenant description					The Credit Agreement is subject to (i) a maximum total net leverage ratio and (ii) a minimum fixed charge coverage ratio. The Company must maintain a total net leverage ratio of less than or equal to 3.75:1.00 and must not permit the Consolidated Fixed Charge Coverage Ratio to be less than 1.25:1.00. Both financial covenants are tested quarterly.
Covenant compliance					the Company was in compliance with all required financial covenants associated with the Credit Agreement,
Company incurred lender's fees and related attorney's fees	$ 4,000,000
Amortization expense related to debt issuance costs			$ 200,000	$ 200,000	$ 600,000	600,000
Line of Credit | Truist Term Loan | Minimum
Debt Instrument [Line Items]
Fixed charge coverage ratio			1.25		1.25
Line of Credit | Truist Term Loan | Leverage Ratio, Thereafter | Maximum
Debt Instrument [Line Items]
Net leverage ratio			3.75		3.75
Line of Credit | Truist Term Loan | SOFR Rate | Minimum
Debt Instrument [Line Items]
Debt instrument, applicable margin rate		2.50%
Line of Credit | Truist Term Loan | SOFR Rate | Maximum
Debt Instrument [Line Items]
Debt instrument, applicable margin rate		2.75%
Line of Credit | Truist Term Loan | Base Rate | Minimum
Debt Instrument [Line Items]
Debt instrument, applicable margin rate		1.50%
Line of Credit | Truist Term Loan | Base Rate | Maximum
Debt Instrument [Line Items]
Debt instrument, applicable margin rate		1.75%
Revolving Credit Facility | Truist Term Loan
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity			$ 50,000,000		$ 50,000,000
Proceeds from line of credit			0	$ 0	10,000,000	$ 0
Line of credit facility, current borrowing capacity			$ 40,000,000		$ 40,000,000
Senior Secured Revolving Credit Facility | Debt Commitment Letter | Haymaker III
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity		$ 50,000,000
Senior Secured Term Loan A Facility | Debt Commitment Letter | Haymaker III
Debt Instrument [Line Items]
Term loan face amount		$ 125,000,000

Long-Term Debt - Schedule of Lo

Long-Term Debt - Schedule of Long-term debt (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Debt Disclosure [Abstract]
Term loan	$ 110,938	$ 115,625
Less: Current portion	(6,250)	(6,250)
Team loan non-current portion gross	104,688	109,375
Less: Unamortized debt issuance costs	(2,140)	(2,745)
Term loan, net of current portion	$ 102,548	$ 106,630

Long-Term Debt - Schedule of Fu

Long-Term Debt - Schedule of Future Maturities of Long-term Debt (Details) $ in Thousands	Sep. 30, 2024 USD ($)
Debt Disclosure [Abstract]
2024 (remaining three months)	$ 1,563
2025	6,250
2026	6,250
2027	96,875
Long-term debt	$ 110,938

Earnout Liability - Additional

Earnout Liability - Additional Information (Details) - $ / shares	9 Months Ended
	Sep. 30, 2024	Apr. 26, 2024
Business Combination
Loss Contingencies [Line Items]
Earnout deadline date	May 26, 2027
Share Price Equals or Exceeds 15.00 Per Share [Member] | Business Combination
Loss Contingencies [Line Items]
Share Price	$ 15
Common stock transfers threshold trading days	20 days
Number of consecutive trading days for determining the share price	30 days
Share Price Equals or Exceeds 17.50 Per Share [Member] | Business Combination
Loss Contingencies [Line Items]
Share Price	$ 17.5
Common stock transfers threshold trading days	20 days
Number of consecutive trading days for determining the share price	30 days
Class A Common Stock
Loss Contingencies [Line Items]
Share Price	$ 5.84	$ 4.17
Class A Common Stock | Share Price Equals or Exceeds 12.50 Per Share [Member] | Business Combination
Loss Contingencies [Line Items]
Share Price	$ 12.5
Common stock transfers threshold trading days	20 days
Number of consecutive trading days for determining the share price	30 days

Fair Value Measurements - Sched

Fair Value Measurements - Schedule of Financial Liabilities Measured at Fair Value on Recurring Basis (Details) - Earnout Liability - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items]
Liability	$ 16,455	$ 41,100
Level 3
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items]
Liability	$ 16,455	$ 41,100

Fair Value Measurements - Chang

Fair Value Measurements - Changes in Fair Value of Level 3 Financial Instruments (Details) - Level 3 Earnout Liability	Sep. 30, 2024 $ / shares	Dec. 31, 2023 $ / shares
Business Combination Agreement | Stock Price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Sale of stock price per share	$ 5.58	$ 4.94
Business Combination Agreement | Risk-free Rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding measurement input	3.5	4
Business Combination Agreement | Volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding measurement input	82.5	65
Business Combination Agreement | Term (in years)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding term	2 years 8 months 12 days	3 years 10 months 24 days
Simpatra | Stock Price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Sale of stock price per share	$ 5.58
Simpatra | Risk-free Rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding measurement input	3.6
Simpatra | Equity volitility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding measurement input	64
Simpatra | Revenue volitility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding measurement input	48.7
Simpatra | Revenue discount rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding measurement input	14.2
Simpatra | Correlation factor
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding measurement input	5
Simpatra | Term (in years)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding term	3 years 3 months 18 days

Fair Value Measurements - Summa

Fair Value Measurements - Summary of Changes in the Fair Value of Company's Level 3 Financial Instruments (Details) - Earnout Liability $ in Thousands	9 Months Ended
	Sep. 30, 2024 USD ($)
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items]
Fair value as of December 31, 2023	$ 41,100
Fair value of earnout related to acquisitions	855
Settlement	(44,325)
Loss from change in fair value	18,825
Fair value as of September 30, 2024	$ 16,455

Noncontrolling Interest - Addit

Noncontrolling Interest - Additional Information (Details)	Sep. 30, 2024
Biote
Noncontrolling Interest [Line Items]
Minority interest, ownership percentage	87.70%

Share-Based Compensation - Summ

Share-Based Compensation - Summary of Restricted Stock Unit Activity (Details) - RSUs - 2022 Equity Incentive Plan - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares, RSUs Outstanding, Beginning balance	414,566	1,622,840
Shares, Granted	100,044	42,238
Shares, Vested	(444,783)	(1,250,512)
Shares, RSUs Outstanding, Ending balance	69,827	414,566
Weighted-Average Grant-Date Fair Value, RSUs Outstanding, Beginning balance	$ 8.08	$ 9.41
Weighted-Average Grant-Date Fair Value, Granted	4.76	5.83
Weighted-Average Grant-Date Fair Value, Vested	7.72	9.73
Weighted-Average Grant-Date Fair Value, RSUs Outstanding, Ending balance	$ 5.65	$ 8.08

Share-Based Compensation - Addi

Share-Based Compensation - Additional Information (Details) - USD ($)		3 Months Ended		9 Months Ended
	May 26, 2022	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
2022 Equity Incentive Plan | RSUs
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Compensation expense			$ 600,000	$ 800,000	$ 3,100,000
Unrecognized compensation expense		$ 0		0
2022 Equity Incentive Plan | RSUs | Maximum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Compensation expense		10,000
2022 Equity Incentive Plan | Employee Stock Option
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Compensation expense		2,200,000	1,600,000	5,900,000	3,900,000
Unrecognized compensation expense		22,000,000		$ 22,000,000
Unrecognized compensation expense, expected to be recognized, weighted-average remaining vesting period				2 years 10 months 6 days
2022 Employee Stock Purchase Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Compensation expense		$ 30,000	$ 30,000	$ 80,000	$ 50,000
Maximum term of stock	10 years
Common stock shares reserved for future issuance	797,724
Number of shares purchase				35,698
2022 Employee Stock Purchase Plan | Maximum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Percentage of number of shares of capital stock	1%

Share-Based Compensation - Su_2

Share-Based Compensation - Summary of Stock Option Activity (Details) - 2022 Equity Incentive Plan - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock Options Outstanding, Beginning Balance	8,141,716	5,042,628
Stock Options, Granted	4,105,516	4,286,005
Stock Options, Exercised	(211,116)	(105,049)
Stock Options, Forfeited	(910,378)	(1,081,868)
Stock Options Outstanding, Ending Balance	11,125,738	8,141,716	5,042,628
Stock Options, Exercisable	3,275,815
Weighted-Average Exercise Price Outstanding, Beginning Balance	$ 4.66	$ 3.86
Weighted-Average Exercise Price, Granted	5.41	5.6
Weighted-Average Exercise Price, Exercised	3.86	4
Weighted-Average Exercise Price, Forfeited	4.67	4.69
Weighted-Average Exercise Price Outstanding, Ending Balance	4.95	$ 4.66	$ 3.86
Weighted-Average Exercise Price, Exercisable	$ 4.47
Weighted-Average Remaining Contractual Term (Years)	8 years 6 months	8 years 10 months 24 days	9 years 6 months
Weighted-Average Remaining Contractual Term (Years), Exercisable	7 years 6 months

Share-Based Compensation - Su_3

Share-Based Compensation - Summary of Weighted-Average Assumptions used to Estimate Fair Value of Stock Options Granted (Details) - 2022 Equity Incentive Plan	9 Months Ended
	Sep. 30, 2024
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected term (in years)	6 years 1 month 6 days
Volatility	63.80%
Risk-free rate	4.20%
Dividend yield	0%

Leases - Additional Information

Leases - Additional Information (Details) $ in Thousands			9 Months Ended
	Nov. 01, 2022 ft²	Jul. 01, 2014	Sep. 30, 2024 USD ($)	Sep. 11, 2024 USD ($) ft²	Dec. 31, 2023 USD ($)
Leases [Abstract]
Extend lease term date	Nov. 30, 2028	Jun. 30, 2023
Operating lease option to Extend			On November 1, 2022, the Company executed an extension of leased office space to extend through November 30, 2028.
Area of office space | ft²	3,700			19,076
Operating lease period				60 months
Operating lease right-of-use asset			$ 3,376	$ 1,400	$ 1,877
Operating lease liability, current			482	40	311
Operating lease liability, non current			$ 3,026	$ 1,300	$ 1,680

Leases - Summary of Operating L

Leases - Summary of Operating Lease Costs Recognized under ASC 842 and Supplemental Cash Flow Information for Leases (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Leases [Abstract]
Fixed lease expense	$ 150	$ 112	$ 447	$ 311
Total lease cost	150	112	447	311
Other information:
Cash paid for amounts included in the measurement of lease liabilities	143	$ 103	400	$ 214
Right-of-use assets obtained in exchange for new operating lease liabilities	$ 1,374		$ 1,779

Leases - Summary Balance Sheet

Leases - Summary Balance Sheet Classification of Operating Leases and Weighted Average Remaining Lease Term and Discount Rate (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Sep. 11, 2024	Dec. 31, 2023
Lease Assets
Operating lease right-of-use assets	$ 3,376	$ 1,400	$ 1,877
Total lease assets	3,376		1,877
Lease Liabilities
Operating lease liabilities, current	482	40	311
Operating lease liabilities, non-current	3,026	$ 1,300	1,680
Total lease liabilities	$ 3,508		$ 1,991
Weighted-average remaining lease term --- operating leases (years)	6 years 5 months 19 days		4 years 11 months 1 day
Weighted-average discount rate --- operating leases	7.22%		8.31%

Leases - Summary of Payments by

Leases - Summary of Payments by Date for Operating Lease (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Lessee, Operating Lease, Liability, to be Paid, Fiscal Year Maturity [Abstract]
2024 (remaining three months)	$ 157
2025	748
2026	774
2027	801
2028	701
Thereafter	1,206
Total lease payments	4,387
Less: Interest	(879)
Present value of lease liabilities	$ 3,508	$ 1,991

Income Taxes - Additional Infor

Income Taxes - Additional Information (Details) - USD ($) $ in Thousands		3 Months Ended		9 Months Ended
	Dec. 13, 2021	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Valuation Allowance [Line Items]
Income tax expense		$ 3,198	$ 3,874	$ 5,673	$ 5,426
TRA liability		4,424		$ 4,424		$ 18,894
Haymaker III | Other Business Combination
Valuation Allowance [Line Items]
Income tax percentage of federal state and local income tax savings	85%			15%
Deferred tax asset		20,300		$ 20,300		23,800
TRA liability		17,300		$ 17,300		$ 18,900
Units redeemed				1,946,408
Additional deferred tax assets		3,600		$ 3,600
Additional deferred tax liability		$ 2,800		$ 2,800

Capital Stock - Additional Info

Capital Stock - Additional Information (Details) - Common Class A - USD ($) $ / shares in Units, $ in Millions	Sep. 30, 2024	Jun. 28, 2024	Apr. 26, 2024	Jan. 24, 2024
Capital Stock [Line Items]
Stock repurchase program remaining balance	$ 14.4
Repurchased shares value	$ 1.5
Repurchased shares	256,043	4,146,610	5,075,090
Average price per share	$ 5.84		$ 4.17
Maximum
Capital Stock [Line Items]
Share repurchase program authorized amount				$ 20

Net Income (Loss) Per Common _3

Net Income (Loss) Per Common Share - Schedule of Computation of Net Income (Loss) Per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Numerator:
Net income (loss) attributable to biote Corp. stockholders (basic)	$ 10,702	$ 7,530	$ (546)	$ (4,418)
Net income (loss) attributable to biote Corp. stockholders (diluted)	$ 10,702	$ 7,530	$ (546)	$ (4,418)
Denominator:
Weighted average shares outstanding - basic	31,045,174	30,334,193	33,235,662	22,921,401
Effect of dilutive securities	1,215,635	707,052
Weighted average shares outstanding - diluted	32,260,809	31,041,245	33,235,662	22,921,401
Net income (loss) per common share
Basic	$ 0.34	$ 0.25	$ (0.02)	$ (0.19)
Diluted	$ 0.33	$ 0.24	$ (0.02)	$ (0.19)

Net Income (Loss) Per Common _4

Net Income (Loss) Per Common Share - Schedule of Computation of Diluted Weighted Average Shares Outstanding (Details) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially antidilutive common units outstanding	15,135,926	44,093,102	20,032,944	49,189,869
RSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially antidilutive common units outstanding			69,827	695,392
Employee Stock Option
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially antidilutive common units outstanding	6,298,547	3,686,536	11,125,738	8,087,911
Class V Voting Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially antidilutive common units outstanding	5,221,653	28,819,066	5,221,653	28,819,066
Earnout Voting Shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially antidilutive common units outstanding	2,028,226	10,000,000	2,028,226	10,000,000
Sponsor Earn Out Shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially antidilutive common units outstanding	1,587,500	1,587,500	1,587,500	1,587,500

Commitments and Contingencies -

Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions						3 Months Ended	9 Months Ended
	Sep. 26, 2024	Jun. 28, 2024	Apr. 23, 2024	Nov. 02, 2023	Jun. 23, 2022	Sep. 30, 2024	Sep. 30, 2024	Jul. 12, 2024	Jun. 05, 2024	Apr. 26, 2024
Loss Contingencies [Line Items]
Percentage of outstanding stock allegedly owned by two trusts								4.20%
Loss contingency, lawsuit filing date							Jun. 23, 2022
Loss contingency, name of plaintiff					Donovitz
Loss contingency, name of defendant					Haymaker Sponsor, LLC
Seeks monetary relief, exceeding amount	$ 1.2
Repurchase of stock upon settlement agreement		$ 60	$ 76.9
Paired interests, shares										3,117,299
Paired interests, value		$ 30								$ 32.2
Cancellation of earnout securities under settlement agreement		3,985,887								3,985,887
Combined repurchase liability									$ 128.4
Accreted interest on share repurchase liability						$ 1.1	$ 1.5
Class A Common Stock
Loss Contingencies [Line Items]
Repurchased shares		4,146,610				256,043	256,043			5,075,090
Judicial Ruling
Loss Contingencies [Line Items]
Loss contingency attorney's fees awarded				$ 4.7
Loss contingency future fees awarded				$ 0.2

Related-Party Transactions - Ad

Related-Party Transactions - Additional Information (Details) - USD ($)		3 Months Ended		9 Months Ended
	May 18, 2022	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Employee
Related Party Transaction [Line Items]
Compensation paid		$ 0	$ 30,000	$ 30,000	$ 90,000
Vendor
Related Party Transaction [Line Items]
Inventory purchases		0	$ 100,000	300,000	$ 600,000
Vendor | Related Party
Related Party Transaction [Line Items]
Amount due		200,000		200,000		$ 100,000
Founder Advisor | Founder Advisory Agreement
Related Party Transaction [Line Items]
Agreement term	4 years
Annual fees per year	$ 300,000
Mr. Andy Thacker | Independent Contractor Agreement and New Independent Contractor Agreement
Related Party Transaction [Line Items]
Amount due		$ 0		$ 0		$ 10,000