Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing rule or
Standard? Transfer of Listing
On June 13, 2023, the Company received a notification letter (the "Notice") from
The Nasdaq Stock Market LLC ("Nasdaq") advising the Company that for the last 30
consecutive business days preceding the date of the Notice, the Company's Market
Value of Listed Securities ("MVLS") has been below the minimum of $35,000,000
required for continued listing on Nasdaq pursuant to Nasdaq Listing Rule
5550(b)(2) (the "MVLS Requirement").
In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company has 180
calendar days, or until December 11, 2023, to regain compliance with the MVLS
Requirement (the "Compliance Period"). The Company's securities will continue to
trade on Nasdaq during the Compliance Period. To regain compliance, the
Company's securities must trade at or above a level such that the Company's MVLS
closes at or above $35,000,000 for a minimum of ten consecutive business days
during the Compliance Period. If the Company does not regain compliance by
December 11, 2023, then Nasdaq staff will provide written notice to the Company
that its securities are subject to delisting. At that time, the Company may
appeal the delisting determination to a Hearings Panel. The Company intends to
monitor its MVLS and may, if appropriate, consider implementing available
options to regain compliance with the MVLS Requirement.
Item 8.01. Other Events.
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 15, 2023 (the "Special Meeting") to consider and vote on, among
other proposals, a business combination with AEON Biopharma, Inc. (the "Business
Combination Proposal"). The reference on page 9 to
www.virtualshareholdermeeting.com/PMGM2023 in the Definitive Proxy Statement
shall be www.virtualshareholdermeeting.com/PMGM2023SM. The Business Combination
Proposal is described in more detail in the Definitive Proxy Statement.
Additional Definitive Proxy Soliciting Materials
On June 15, 2023, the Company announced the Special Meeting previously scheduled
to be held on Thursday, June 15, 2023, at 12:00 p.m., Eastern Time, will be
adjourned to Wednesday, June 21, 2023, at 12:00 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 15, 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 15, 2023, the Company announced that the Special Meeting previously
scheduled to be held on June 15, 2023 will be adjourned to 12:00 p.m. Eastern
Time on June 21, 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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