Item 1.01 Entry into a Material Definitive Agreement
Amendment to Business Combination Agreement
As previously announced, on
The Business Combination Agreement and the transactions contemplated thereby were approved by the boards of directors of each of the Company and AEON.
On
Consideration
Under the BCA Amendment, certain restricted stock unit awards of AEON and its subsidiary that have not yet vested or settled as of the closing of the Business Combination Agreement (the "Closing") will be converted into Deferred Vested Company RSU Awards or Subsidiary Rollover Deferred Vested RSU Awards, accordingly. At the Closing, each outstanding option to purchase shares of AEON common stock and restricted stock units will be converted into an option to purchase, subject to substantially the same terms and conditions as were applicable under such options prior to the Closing, shares of the combined company's common stock equal to the number of shares subject to such option or restricted stock unit, subject to substantially the same terms and conditions as were applicable under such restricted stock units prior to the Closing, which will vest into shares of the combined company's common stock subject to adjustments to exercise price and number of shares of Class A Common Stock issued upon exercise.
The minimum cash condition was reduced from
The expense cap for Priveterra was also increased from
Termination
In the event that the transactions contemplated by the Business Combination
Agreement have not been consummated by
Directors
The total number of directors of the combined company shall be five: with two designated by AEON, one designated by Priveterra, and two independent directors mutually determined.
Other than as amended pursuant to the BCA Amendment, the Business Combination
Agreement remains in full force and effect. The foregoing descriptions of the
BCA Amendment and the Business Combination Agreement do not purport to be
complete and are qualified in their entirety by reference to, respectively, the
full text of the BCA Amendment, which is Exhibit 2.1 hereto, and of the Business
Combination Agreement, a copy of which was filed as Exhibit 2.1 to the Current
Report on Form 8-K filed with the
Amendment to Sponsor Support Agreement
In connection with the execution of the Business Combination Agreement,
Priveterra,
On
Under the SSA Amendment, subject to, and conditioned upon the occurrence of and effective immediately after the Closing, 70% of the Founder Shares (i.e. 4,830,000 Founder Shares) (the "Contingent Founder Shares") shall be unvested and subject to the restrictions and forfeiture provisions set forth in the Sponsor Support Agreement. The remaining 30% of the Founder Shares and 100% of the Private Placement Warrants shall not be subject to the provisions set forth for the Contingent Founder Shares.
If on the date upon which all backstop commitments, non-redemption agreements,
forward purchase agreements or other similar financing arrangements entered into
prior to the Closing or following the Closing with a financing provider or
source identified to AEON by the Priveterra prior to the Closing have terminated
or expired (such date, the "Test Date"), the Average Price Per Share, determined
as of the Test Date (the "Test Date Average Price Per Share") is greater than or
equal to
The Contingent Founder Shares shall vest, if at all, upon the date upon which
all interim financings, equity lines of credit, backstop commitments,
non-redemption agreements, forward purchase agreements or other similar
financing arrangements entered into prior to the Closing or following the
Closing with a financing provider or source identified to AEON by the Company
prior to the Closing (the "Qualifying Financing Transactions") have terminated
or expired (which date could be the Closing Date), if the Average Price Per
Share of the Qualifying Financing Transactions is greater than
The "Average Price Per Share" means the effective average price per share of the Class A Common Stock issued by Priveterra (or the surviving corporation, following the Closing) in connection with certain Qualifying Financing Transactions, determined at the Closing (in the case of any such shares of Class A common stock issued prior to or at the Closing) or in the case of any shares of Class A common stock issued after the Closing, at the time such shares are actually issued subject to certain specifications set forth in the SSA Amendment and excluding any financing arrangement entered into with any stockholder or warrantholder of AEON.
A copy of the SSA Amendment is filed herewith as Exhibit 10.1, and the foregoing description of the SSA Amendment is qualified in its entirety by reference thereto.
Promissory Note
On
A copy of the Promissory Note is filed herewith as Exhibit 10.2, and the foregoing description of the Promissory Note is qualified in its entirety by reference thereto.
IMPORTANT NOTICES
Important Information About the Merger and Where to Find It
A full description of the terms of the Merger will be provided in the S-4
Registration Statement to be filed with the
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 with
respect to the proposed Merger described in this Current Report under the
rules of the
Aeon and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of the Company in connection with the proposed Merger. A list of the names of such directors and executive officers and information regarding their interest in the proposed Merger will be contained in the S-4 Registration Statement when available.
Forward-Looking Statements
Certain statements, estimates, targets and projections in this Current Report
may be considered forward-looking statements. 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. Factors that may cause
actual results to differ materially from current expectations include, but are
not limited to: (i) the occurrence of any event, change or other circumstances
that could give rise to the termination of negotiations and any subsequent
definitive agreements with respect to the Merger; (ii) the outcome of any legal
proceedings that may be instituted against the Company, AEON, the combined
company or others following the announcement of the Merger and any definitive
agreements with respect thereto; (iii) the inability to complete the Merger due
to the failure to obtain approval of the stockholders of the Company or AEON or
to satisfy other conditions to closing; (iv) changes to the proposed structure
of the Merger that may be required or appropriate as a result of applicable laws
or regulations or as a condition to obtaining regulatory approval of the Merger;
(v) the ability to meet stock exchange listing standards following the
consummation of the Merger; (vi) the risk that the Merger disrupts current plans
and operations of AEON as a result of the announcement and consummation of the
Merger; (vii) the ability to recognize the anticipated benefits of the Merger,
which may be affected by, among other things, the ability to identify, develop
and commercialize product candidates, the initiation, cost, timing, progress or
results of current or planned preclinical studies and clinical trials, product
acceptance and/or receipt of regulatory approvals for product candidates,
including related milestones, the plans, strategies and objectives of management
for future operations, the beliefs and assumptions of management regarding
future events, potential markets or market size, or technological developments,
competition and advancement of research and development activities in the
biopharma industry, the ability of the combined company to grow and manage
growth profitably, maintain relationships with suppliers and retain its
management and key employees, costs related to the Merger, changes in applicable
laws or regulations, the possibility that AEON or the combined company may be
adversely affected by other economic, business, regulatory, and/or competitive
factors; (viii) AEON's estimates of expenses and profitability, the evolution of
the markets in which AEON competes, the ability of AEON to implement its
strategic initiatives and continue to innovate its existing product candidates,
the ability of AEON to defend its intellectual property and satisfy regulatory
requirements, the impact of the COVID-19 pandemic on AEON's business; and
(ix) other risks and uncertainties set forth in the section entitled "Risk
Factors" and "Cautionary Note Regarding Forward-Looking Statements" in the
Company's final prospectus dated
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits: Exhibit Description 2.1* Amendment No. 1 to Business Combination Agreement, dated as ofApril 27, 2023 , by and amongPriveterra Acquisition Corp. ,AEON Biopharma, Inc. , andPriveterra Merger Sub, Inc. 10.1 Amendment No. 1 to Sponsor Support Agreement, dated as ofApril 27, 2023 , by and amongPriveterra Acquisition Corp. ,Priveterra Sponsor, LLC ,Priveterra Merger Sub, Inc. ,AEON Biopharma, Inc. , and the other parties thereto. 10.2 Promissory Note, dated as ofApril 28, 2023 , by and among PrivaterraAcquisition Corp. andPriveterra Sponsor, LLC . 104 Cover Page Interactive Data File (formatted as inline XBRL).
*Annexes, schedules and exhibits have been omitted pursuant to item 601(b)(2) of
Regulation S-K. The registrant agrees to furnish supplementally a copy of any
omitted attachment to the
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