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):
June 30, 2023
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 No.) |
300
SE 2nd Street, Suite
600 |
|
|
Fort
Lauderdale, Florida |
| 33301 |
(Address
of principal executive offices) |
| (Zip Code) |
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) |
x |
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 |
Redeemable
warrants, each 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 7.01 |
Regulation FD Disclosure. |
On June 30, 2023, AEON Biopharma, Inc. (“AEON”) issued
a press release announcing an arrangement of up to $125 million in funding in connection with the proposed business combination between
AEON and Priveterra Acquisition Corp. (the “Company”), as further described in Priveterra’s Current Report on Form 8-K
filed with the Securities and Exchange Commission on the date hereof. A copy of the press release is furnished hereto as Exhibit 99.1.
The information in this Item 7.01, including Exhibit 99.1, 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 PMGM 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.
On
May 12, 2023, the Company filed a definitive proxy statement (the “Definitive Proxy Statement”) for the solicitation
of proxies in connection with a special meeting of the Company’s stockholders to be held on June 30, 2023 (the “Special
Meeting”) to consider and vote on, among other proposals, a business combination with AEON Biopharma, Inc. (the “Business
Combination Proposal”). The Business Combination Proposal is described in more detail in the Definitive Proxy Statement.
Additional Definitive Proxy
Soliciting Materials
On June 30, 2023, the Company announced
it plans to adjourn the Special Meeting previously scheduled to be held on Friday,
June 30, 2023, at 4:00 p.m., Eastern Time, to July 3, 2023, at 4:30 p.m., Eastern Time, in order to allow additional time
for the Company to engage with its stockholders, at which time the Company expects to take a vote on the stockholder proposals.
Stockholders who have previously submitted their proxies or otherwise voted and who do not want to change their vote need not take
any action. Stockholders as of the April 11, 2023 record date can vote, even if they have subsequently sold their shares.
Stockholders who wish to withdraw their previously submitted redemption request may do so prior to the rescheduled meeting by
requesting that the transfer agent return such shares prior to the Special Meeting.
Supplement to the Definitive Proxy Statement
The Company has determined to supplement the Definitive
Proxy Statement as set forth below (the “Proxy Supplement”) to provide updated information about the Business Combination
Proposal. There is no change to the location, the record date, redemption deadline or any of the other proposals to be acted upon
at the Special Meeting.
SUPPLEMENT TO PROXY
STATEMENT
OF
PRIVETERRA ACQUISITION
CORP.
Dated June 30,
2023
The following disclosures in this Current
Report on Form 8-K supplement, and should be read in conjunction with, the disclosures contained in the Company’s definitive
proxy statement (the “Definitive Proxy Statement”), filed with the Securities and Exchange Commission (the “SEC”)
on May 12, 2023, which in turn should be read in its entirety. To the extent the information set forth herein differs from or updates
information contained in the Definitive Proxy Statement, the information set forth herein shall supersede or supplement the information
in the Definitive Proxy Statement. All other information in the Definitive Proxy Statement remains unchanged.
As provided in the Definitive Proxy Statement,
the Company is seeking shareholder approval of, among other things, a business combination with AEON Biopharma, Inc. (the “Business
Combination Proposal”). The purpose of the supplemental disclosures is to provide information about the adjournment of the Special
Meeting related to the Definitive Proxy Statement.
Terms used herein, unless otherwise defined,
have the meanings set forth in the Definitive Proxy Statement.
Special Meeting Date
On
June 30, 2023, the Company announced that it plans to adjourn the Special Meeting previously scheduled to be held on June 30,
2023 to 4:30 p.m. Eastern Time on July 3, 2023 (the “Adjournment”) virtually via live webcast, at which time the
Company expects to take a vote on the stockholder proposals. It can be accessed by visiting www.virtualshareholdermeeting.com/PMGM2023SM.
Stockholders who have previously submitted
their proxies or otherwise voted and who do not want to change their vote need not take any action. Stockholders as of the April 11,
2023 record date can vote, even if they have subsequently sold their shares. Stockholders who wish to withdraw their previously submitted
redemption request may do so prior to the rescheduled meeting by requesting that the transfer agent return such shares prior to the Special
Meeting.
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.
Additional Information and Where to Find It
The Company has filed with the SEC a definitive
proxy statement (the “Proxy Statement”) in connection with the Special Meeting and, beginning on May 12, 2023,
mailed the Proxy Statement and other relevant documents to its stockholders as of the April 11, 2023 record date for the Special
Meeting. The Company’s stockholders and other interested persons are advised to read the Proxy Statement and any other relevant
documents that have been or will be filed with the SEC in connection with the Company’s solicitation of proxies for the Special
Meeting because these documents will contain important information about the Company and related matters. Stockholders may also obtain
a free copy of the Proxy Statement, as well as other relevant documents that have been or will be filed with the SEC, without charge,
at the SEC’s website located at www.sec.gov.
Participants in the
Solicitation
The Company and its directors
and executive officers may be considered participants in the solicitation of proxies from the Company’s stockholders in connection
with the Special Meeting. Additional information regarding the identity of these potential participants and their direct or indirect interests,
by security holdings or otherwise, is set forth in the Definitive Proxy Statement. You may obtain free copies of these documents using
the sources indicated above.
Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits
SIGNATURES
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.
Date: June 30, 2023 |
PRIVETERRA ACQUISITION CORP. |
|
|
|
By: |
/s/ Robert J. Palmisano |
|
Name: |
Robert J. Palmisano |
|
Title: |
Chairman and Chief Executive Officer |
Exhibit 99.1
|
PRESS RELEASE |
AEON
Biopharma and Priveterra Announce Arrangement of Up to $125 Million of Financing in Connection with Proposed Business
Combination
Financing represents
minimum cash required to consummate the business combination and bridge AEON through key episodic migraine data readout
IRVINE, Calif.,
June 30, 2023 – AEON Biopharma, Inc. (“AEON” or the “Company”), a clinical-stage biopharmaceutical
company focused on developing a proprietary botulinum toxin complex for the treatment of multiple debilitating medical conditions, and
Priveterra Acquisition Corp. (NASDAQ: PMGM) (“Priveterra”), a special purpose acquisition company, today announced that a
total of up to $125 million in funding has been arranged in connection with the proposed business combination between AEON and Priveterra.
The funding includes
approximately $50 million of committed financing from existing (including $20 million of previously announced financing) and new AEON
investors as well as the cash remaining in Priveterra’s trust account after redemptions, and provides the capital necessary to
consummate the proposed business combination under the terms of the definitive agreement between AEON and Priveterra, and would provide
AEON with sufficient gross proceeds to fund the Company beyond the anticipated announcement in the second half of 2023 of topline data
from the Company’s Phase 2 study of ABP-450 for the preventive treatment of episodic migraine. AEON and Priveterra anticipate the
closing of the business combination in July.
The $125 million
in funding also includes up to $75 million of potential financing from forward purchase agreements entered into by Priveterra and third-party
financing providers. Please refer to Priveterra’s current report on Form 8-K, filed June 29, 2023 with the SEC, for additional
information about the financing arrangements.
To
learn more about AEON and the development of its uniquely positioned therapeutic neurotoxin, visit www.aeonbiopharma.com.
About ABP-450
(prabotulinumtoxinA) Injection
ABP-450 contains
a 900 kDa botulinum toxin type-A complex produced by the bacterium Clostridium botulinum. The active part of the botulinum toxin is the
150 kDa component, and the remaining 750 kDa of the complex is made up of accessory proteins that the Company believes help with the
function of the active portion of the botulinum toxin. When injected at therapeutic levels, ABP-450 blocks peripheral acetylcholine release
at presynaptic cholinergic nerve terminals by cleaving SNAP-25, a protein integral to the successful docking and release of acetylcholine
from vesicles situated within the nerve endings leading to denervation and relaxation of the muscle. AEON licenses ABP-450 from Daewoong
Pharmaceutical Co., which provides AEON exclusive development and distribution rights for therapeutic indications in certain territories,
including the United States, Canada and the EU, among other international territories.
|
PRESS RELEASE |
About AEON Biopharma
AEON is a clinical
stage biopharmaceutical company focused on developing its proprietary botulinum toxin complex, ABP-450 (prabotulinumtoxinA) injection,
or ABP-450, for debilitating medical conditions, with an initial focus on the neurosciences market. AEON recently completed a Phase 2
study of ABP-450 for the treatment of cervical dystonia and has an ongoing Phase 2 study of ABP-450 for the treatment of both chronic
and episodic migraine. ABP-450 is the same botulinum toxin complex that is currently approved and marketed for cosmetic indications by
Evolus under the name Jeuveau. ABP-450 is manufactured by Daewoong in compliance with current Good Manufacturing Practice, or cGMP, in
a facility that has been approved by the U.S. Food and Drug Administration, or the FDA, Health Canada and European Medicines Agency,
or EMA. AEON has exclusive development and distribution rights for therapeutic indications of ABP-450 in the United States, Canada, the
European Union, the United Kingdom, and certain other international territories. The company built a highly experienced management team
with specific experience in biopharmaceutical and botulinum toxin development and commercialization.
Proposed Transaction
with Priveterra Acquisition Corp.
On December 13,
2022, AEON and Priveterra announced entering into a definitive business combination agreement relating to a business combination that
would result in AEON becoming a public company upon the closing of the proposed transaction. The Boards of Directors of both AEON and
Priveterra have approved the proposed transaction, which is expected to close in July 2023, subject to approval by Priveterra’s
stockholders and the satisfaction or waiver of certain other customary closing conditions. In connection with the proposed transaction,
Priveterra filed a registration statement on Form S-4 with the U.S. Securities and Exchange Commission (the “SEC”) on
December 27, 2022, which was declared effective on May 12, 2023.
Forward-Looking
Statements
This press release
contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed transaction
between AEON and Priveterra, including statements regarding the benefits of the proposed transaction, the anticipated timing of the proposed
transaction, the products developed by AEON and the markets in which it operates, any statements about current or planned clinical trials
or related milestones, any statements of expectation or belief regarding future events, potential markets, market size, or technology
developments, AEON’s projected future results, and any statements of assumptions underlying any of the items mentioned. These forward-looking
statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,”
“estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,”
“may,” “should,” “will,” “would,” “will be,” “will continue,”
“will likely result,” and similar expressions. Forward-looking statements are predictions and other statements about future
events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors
could cause actual future events to differ materially from the forward-looking statements in this document, including but not limited
to: (i) the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect the price of
Priveterra’s securities, (ii) the risk that the transaction may not be completed by Priveterra’s business combination
deadline and the potential failure to obtain an extension of the business combination deadline if sought by Priveterra, (iii) the
failure to satisfy the conditions to the consummation of the transaction, including the adoption of the agreement and plan of merger
by the shareholders of Priveterra and AEON, the satisfaction of the minimum trust account amount following redemptions by Priveterra’s
public shareholders and the receipt of certain governmental and regulatory approvals, (iv) the lack of a third party valuation in
determining whether or not to pursue the proposed transaction, (v) the occurrence of any event, change or other circumstance that
could give rise to the termination of the business combination agreement, (vi) the effect of the announcement or pendency of the
transaction on AEON’s business relationships, performance, and business generally, (vii) risks that the proposed transaction
disrupts current plans of AEON and potential difficulties in AEON employee retention as a result of the proposed transaction, (viii) the
outcome of any legal proceedings that may be instituted against AEON or against Priveterra related to the business combination agreement
or the proposed transaction, (ix) the ability to maintain the listing of Priveterra’s securities on the NASDAQ Exchange, (x) volatility
in the price of Priveterra’s securities due to a variety of factors, including changes in the competitive and highly regulated
industries in which AEON plans to operate, variations in performance across competitors, changes in laws and regulations affecting AEON’s
business and changes in the combined capital structure, (xi) the ability to implement business plans, forecasts, and other expectations
after the completion of the proposed transaction, and identify and realize additional opportunities, and (xii) the risk of downturns
in the highly competitive pharmaceutical industry. The foregoing list of factors is not exhaustive. You should carefully consider the
foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the registration statement
on Form S-4 and proxy statement/prospectus referenced above and other documents filed by Priveterra from time to time with the SEC.
These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially
from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are
cautioned not to put undue reliance on forward-looking statements, and AEON and Priveterra assume no obligation and do not intend to
update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither AEON
nor Priveterra gives any assurance that either AEON or Priveterra will achieve its expectations.
|
PRESS RELEASE |
Contacts
Investor
Contact:
Corey Davis, Ph.D.
LifeSci Advisors
+1 212 915 2577
cdavis@lifesciadvisors.com
Source: AEON Biopharma
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