Priveterra amends AEON Biopharma merger: lower cash condition, extended termination, new sponsor vesting terms

AEON Biopharma, Inc.

Minimum cash condition reduced from $45M to $40M; expense cap increased to $10.3M.
70% of founder shares (4.83M) become contingent, vesting based on $5.00 avg price or forfeited.
Termination date extended to July 21, 2023; board set at 5 directors (2 AEON, 1 SPAC, 2 independent).
Promissory note of up to $1M issued to sponsor, non-interest bearing, payable at business combination.
Outstanding AEON RSUs and options converted to combined company equity with adjustments.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.85

AEON Biopharma, Inc. amended Amendment No. 1 to Sponsor Support Agreement with Priveterra Sponsor, LLC valued at Amendment to Sponsor Support Agreement - 70% of Founder Shares unvested and subject to forfeiture pr (effective 2023-04-27).

Action: amendment
Counterparty: Priveterra Sponsor, LLC
Value: Amendment to Sponsor Support Agreement - 70% of Founder Shares unvested and subject to forfeiture pr
Effective: 2023-04-27

Exact text from the filing

On April 27, 2023, Priveterra, the Sponsor, AEON and the other parties thereto entered into an Amendment No. 1 to the Sponsor Support Agreement (the " SSA Amendment ").

View on SEC.gov

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

AEON Biopharma, Inc. amended Amendment No. 1 to Business Combination Agreement with AEON Biopharma, Inc. valued at Amendment to Business Combination Agreement - reduced minimum cash condition from $45M to $40M, incr (effective 2023-04-27).

Action: amendment
Agreement: merger
Counterparty: AEON Biopharma, Inc.
Value: Amendment to Business Combination Agreement - reduced minimum cash condition from $45M to $40M, incr
Effective: 2023-04-27

Exact text from the filing

On April 27, 2023, Priveterra, AEON and Merger Sub entered into an Amendment No. 1 to the Business Combination Agreement (the " BCA Amendment ").

View on SEC.gov

38 material agreements filed in the last 30 days. Browse all material agreements →

AEON Biopharma, Inc. filing history →

Source: SEC EDGAR

accession 0001104659-23-053387

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