On May 12, 2023, Priveterra
Acquisition Corp. (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 28, 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 28, 2023, the Company announced the Special
Meeting previously scheduled to be held on Wednesday, June 28, 2023, at 12:00 p.m., Eastern Time, will be adjourned to Friday,
June 30, 2023, at 4:00 p.m., Eastern Time, in order to allow additional time for the Company to engage with its stockholders. 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 28,
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 28, 2023, the Company announced
that the Special Meeting previously scheduled to be held on June 28, 2023 will be adjourned to 4:00 p.m. Eastern Time on June 30,
2023 (the “Adjournment”) virtually via live webcast. 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.