Priveterra (PMGM) enters definitive merger with AEON Biopharma at $165M equity value

AEON Biopharma, Inc.

Implied AEON equity value of $165M; AEON stockholders to receive Priveterra Class A common shares.
Up to 16M earnout shares tied to FDA milestones: Phase 3 migraine start, BLA acceptance for cervical dystonia and migraine.
Bridge financing: up to $20M from AEON stockholders; $4M bridge if Closing not by March 1, 2023; $8M sponsor bridge if S-4 not effective by April 1, 2023.
Closing condition: minimum $45M available cash after redemptions, stockholder approvals, Nasdaq listing, and HSR clearance.
Sponsor (3.45M Contingent Founder Shares) and AEON stockholders subject to 1-year lock-up; early release at $12.50/$15.00 VWAP thresholds.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

AEON Biopharma, Inc. entered into Business Combination Agreement with AEON Biopharma, Inc. valued at implied AEON equity value of $165,000,000, plus up to 16,000,000 earnout shares of Class A common st (effective 2022-12-12).

Action: entry
Agreement: merger
Counterparty: AEON Biopharma, Inc.
Value: implied AEON equity value of $165,000,000, plus up to 16,000,000 earnout shares of Class A common st
Effective: 2022-12-12

Exact text from the filing

On December 12, 2022, Priveterra Acquisition Corp., a Delaware corporation (the “ Company ” or “ Priveterra ”), entered into a business combination agreement (the “ Business Combination Agreement ”) by and among the Company, Priveterra Merger Sub, Inc., a Delaware corporation (“ Merger Sub ”), and AEON Biopharma, Inc., a Delaware corporation (“ AEON ”).

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AEON Biopharma, Inc. filing history →

Source: SEC EDGAR

accession 0001104659-22-126489

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