8-K
AEON Biopharma, Inc. (AEON)
UNITED STATES
SECURITIES AND EXCHANGECOMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant to Section 13or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):July 11, 2023
PRIVETERRA
ACQUISITION CORP.
(Exact name of registrantas specified in its charter)
| Delaware | 001-40021 | 85-3940478 |
|---|---|---|
| (State<br> or other jurisdiction of<br><br> incorporation or organization) | (Commission<br><br> File Number) | (IRS<br> Employer<br><br> Identification Number) |
300 SE 2nd Street, Suite 600
Fort Lauderdale, Florida 33301
(Address of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: (754) 220-9229
| Not Applicable |
|---|
| (Former<br> name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| x | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ¨ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ¨ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Units,<br> each consisting of one share of Class A common stock and one-third of one redeemable warrant | PMGMU | The<br> Nasdaq Stock Market LLC |
| Class<br> A common stock, par value $0.0001 per share | PMGM | The<br> Nasdaq Stock Market LLC |
| Redeemable<br> warrants, each warrant exercisable for one share of Class A common stock at an exercise price of $11.50 | PMGMW | The<br> Nasdaq Stock Market LLC |
Item 3.01. Notice of Delisting or Failure to Satisfy a ContinuedListing Rule or Standard; Transfer of Listing.
On July 11, 2023, Priveterra Acquisition Corp. (“Priveterra” or the “Company”), in connection with its proposed business combination (the “Business Combination”) with AEON Biopharma, Inc. (“AEON”) and acting pursuant to authorization from its Board of Directors, determined (i) to voluntarily withdraw the listing of Priveterra’s common stock, warrants, and units from The Nasdaq Stock Market LLC (“Nasdaq”), and (ii) to list the post-combination company’s common stock and warrants on the NYSE American LLC (the “NYSE”), in each case subject to the closing of the Business Combination. Trading of the common stock and warrants of the post-combination company, AEON Biopharma Inc., is expected to begin on NYSE at market open on or about July 24, 2023 under the symbol “AEON”. The last day of trading on Nasdaq is expected to be on or about July 21, 2023.
Item 7.01 Regulation FD Disclosure.
On July 11, 2023, Priveterra issued a press release (the "Press Release") regarding the change in stock exchange listing. The Press Release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
The information in this Item 7.01, including Exhibit 99.1, and is furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of Priveterra under the Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information of the information contained in this Item 7.01, including Exhibit 99.1.
Forward-Looking Statements
This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events involving, or future performance of, the Company or AEON. In some cases, you can identify forward-looking statements by terminology such as “pro forma”, “may”, “should”, “could”, “might”, “plan”, “possible”, “project”, “strive”, “budget”, “forecast”, “expect”, “intend”, “will”, “estimate”, “anticipate”, “believe”, “predict”, “potential” or “continue”, or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by the Company and its management, and AEON and its management, as the case may be, are inherently uncertain. Certain risks and uncertainties are set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Company’s final prospectus dated February 11, 2021, relating to its IPO and other risks and uncertainties indicated from time to time in the definitive proxy statement to be delivered to the Company’s stockholders and related S-4 Registration Statement, including those set forth under “Risk Factors” therein, and other documents filed to be filed with the SEC by the Company.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release, dated July 11, 2023 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: July 11, 2023
| PRIVETERRA ACQUISITION CORP. | |
|---|---|
| By: | /s/ Robert J. Palmisano |
| Name: | Robert J. Palmisano |
| Title: | Chairman and Chief Executive Officer |
Exhibit 99.1
PRESS RELEASE
Priveterra Acquisition Corp. Announces Intentionto Transfer to NYSE Upon Completion of Business Combination with AEON Biopharma, Inc.
FORT LAUDERDALE, FL- July 11, 2023- Priveterra Acquisition Corp. (Nasdaq: PMGM) (“Priveterra” and, after the consummation of its pending business combination (the “Business Combination”) and following its name change to AEON Biopharma, Inc., “New AEON”) today announced that, upon the Business Combination with AEON Biopharma, Inc, (“AEON”) following which AEON will be a wholly owned subsidiary of Priveterra and Priveterra will change its name to AEON Biopharma, Inc., New AEON Common Stock will be listed on NYSE American LLC (“NYSE”). The decision to list on NYSE was made in connection with the Business Combination and enables the combined company to be listed alongside other innovative companies that are also listed on NYSE.
Trading is expected to begin on NYSE on or about July 24, 2023, under the new ticker symbol “AEON” for the New AEON Common Stock following the consummation of the Business Combination, which is currently expected to occur on or about July 24, 2023, subject to satisfaction or waiver of other customary closing conditions. Until the Business Combination and transfer to NYSE is complete, the PMGM Ordinary Shares, warrants, and units will continue to trade under the ticker symbols “PMGM,” “PMGMW,” and “PMGMU,” respectively, on the Nasdaq Stock Market LLC (“Nasdaq”). The last day of trading on Nasdaq is expected to be on or about July 21, 2023.
No action is required by existing PMGM shareholders with respect to the ticker symbol or exchange listing change.
About Priveterra Acquisition Corp.
Priveterra Acquisition Corp. (NASDAQ: PMGM) is a blank-check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses in life sciences. Priveterra is sponsored by Robert Palmisano and Priveterra Capital, LLC.
Forward-Looking Statements
This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events involving, or future performance of, the Company or AEON. In some cases, you can identify forward-looking statements by terminology such as “pro forma”, “may”, “should”, “could”, “might”, “plan”, “possible”, “project”, “strive”, “budget”, “forecast”, “expect”, “intend”, “will”, “estimate”, “anticipate”, “believe”, “predict”, “potential” or “continue”, or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by the Company and its management, and AEON and its management, as the case may be, are inherently uncertain. Certain risks and uncertainties are set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Company’s final prospectus dated February 11, 2021, relating to its IPO and other risks and uncertainties indicated from time to time in the definitive proxy statement to be delivered to the Company’s stockholders and related S-4 Registration Statement, including those set forth under “Risk Factors” therein, and other documents filed to be filed with the SEC by the Company.
Contacts
Investor Contact:
Priveterra Acquisition Corp.
spac@priveterra.com