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):
July 13, 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) |
|
(IRS
Employer
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
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
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)) |
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,
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 |
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
On July 13, 2023, Priveterra Acquisition Corp. (“Priveterra”
or the “Company”), in connection with its proposed business combination
(the “Business Combination”) with AEON Biopharma, Inc.
(“AEON”) received authorization from NYSE Regulation to list the
post-combination company’s common stock and warrants on the NYSE American LLC (“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 July 24, 2023 under the symbols “AEON”
and “AEON WS”, respectively. The last day of trading on Nasdaq is expected to be on July 21, 2023.
Item 7.01 Regulation FD Disclosure.
On July 17, 2023, Priveterra Acquisition Corp. (the “Company”)
issued a press release (the "Press Release") regarding the Company’s authorization for listing on NYSE American LLC and
the Company’s willingness to accept stockholders’ requests to withdraw their previously submitted redemption requests until
5:00 p.m. Eastern Time on July 20, 2023. 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
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 17, 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 Authorization
to List on NYSE Upon Completion of Business Combination with AEON Biopharma, Inc.
FORT LAUDERDALE, FL- July 17, 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 NYSE Regulation, on July 13,
2023, authorized New AEON common stock (“New AEON Common Stock”) and New AEON warrants to be listed on NYSE American LLC (“NYSE”)
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.
Trading is expected to begin on NYSE on July 24, 2023, under the
new ticker symbol “AEON” for the New AEON Common Stock following the consummation of the Business Combination, which is expected
to occur on July 21, 2023, subject to satisfaction or waiver of standard, customary closing conditions.
As of July 17, 2023, Priveterra’s public stockholders holding
1,681,348 shares, out of a total of 2,002,272 shares, of Class A common stock validly elected to redeem their public shares for
a full pro rata portion of the trust account holding the proceeds from Priveterra’s initial public offering, leaving 320,924 shares
remaining. The redemption price as of July 17, 2023 is approximately $10.62.
Priveterra will be automatically accepting requests by stockholders
to withdraw their previously submitted redemption requests until 5:00 p.m. Eastern Time on July 20, 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.
PRESS RELEASE
Contacts
Investor Contact:
Priveterra Acquisition Corp.
spac@priveterra.com
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