AEON Biopharma, Inc 8-K, filed Mar 26, 2021
AEON Biopharma, Inc. (AEON)
About this 8-K
AEON Biopharma, Inc filed this 8-K on March 26, 2021, reporting on events of March 25, 2021.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
March 25, 2021
PRIVETERRA ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
| Delaware | 001-40021 | 85-3940478 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) | (I.R.S. Employer Identification Number) |
|
300 SE 2nd Street, Suite 600
300 SE 2nd Street, Suite 600 | ||
| (Address of principal executive offices) | ||
Registrant’s telephone number, including area code: (754) 220-9229
Not Applicable
(Former 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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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, each consisting of one share of Class A common stock and one-third of one redeemable warrant | PMGMU | The Nasdaq Stock Market LLC | ||
| Class A common stock, par value $0.0001 per share |
PMGM | The Nasdaq Stock Market LLC | ||
| Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 |
PMGMW | The Nasdaq Stock Market LLC |
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. ¨
| Item 8.01. Other Events. |
On March 25, 2021, Priveterra Acquisition Corp. (the “Company”) announced that the holders of the Company’s units (the “Units”) may elect to separately trade the shares of Class A common stock, par value $0.0001 per share (the “Class A common stock”), and warrants included in the Units commencing on April 1, 2021. Each Unit consists of one share of Class A common stock and one-third of one warrant to purchase one share of Class A common stock. Any Units not separated will continue to trade on the Nasdaq Capital Market (the “Nasdaq”) under the symbol “PMGMU”. Any underlying shares of Class A common stock and warrants that are separated will trade on Nasdaq under the symbols “PMGM” and “PMGMW,” respectively. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the holders’ Units into shares of Class A common stock and warrants.
A copy of the press release issued by the Company announcing the separate trading of the securities underlying the Units is attached hereto as Exhibit 99.1.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
EXHIBIT INDEX
|
Exhibit No. |
Description | |
| 99.1 | Press Release, dated March 25, 2021. |
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: March 25, 2021
|
PRIVETERRA ACQUISITION CORP. | ||
| By: | /s/ Robert Palmisano | |
| Name: | Robert Palmisano | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
Priveterra
Acquisition Corp. Announces the Separate Trading of its
Common Stock and Warrants, Commencing April 1, 2021
Fort Lauderdale – March 25, 2020 – Priveterra Acquisition Corp. (Nasdaq: PMGMU) (the “Company”) today announced that, commencing April 1, 2021, holders of the units sold in the Company’s initial public offering may elect to separately trade shares of the Company’s Class A common stock and warrants included in the units.
No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The shares of Class A common stock and warrants that are separated will trade on the Nasdaq Capital Market under the symbols “PMGM” and “PMGMW,” respectively. Those units not separated will continue to trade on the Nasdaq Capital Market under the symbol “PMGMU.” Holders of units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the units into shares of Class A common stock and warrants.
Priveterra Acquisition Corp. 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. The Company intends to seek a target in medical technology.
Wells Fargo Securities and Guggenheim Securities acted as the joint book-runners for the offering. Odeon Capital Group acted as co-manager for the offering.
The offering was made only by means of a prospectus. Copies of the prospectus relating to this offering may be obtained from Wells Fargo Securities, LLC, Attention: Equity Syndicate Department, 500 West 33rd Street, New York, New York, 10001, at (800) 326-5897 or emailing a request to cmclientsupport@wellsfargo.com and Guggenheim Securities, LLC, Attention: Equity Syndicate Department, 330 Madison Avenue, New York, NY 10017 or by telephone at (212) 518-5548, or by email at GSEquityProspectusDelivery@guggenheimpartners.com.
A registration statement relating to these securities was declared effective by the SEC on February 8, 2021. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Forward Looking-Statements
This press release contains statements that constitute “forward-looking statements,” including with respect to the search for an initial business combination. No assurance can be given that the proceeds of the offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and prospectus for the initial public offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
David Meredith
Chief Legal Officer and Secretary
Priveterra Acquisition Corp.
+1 (754)-220-9229
dm@priveterra.com