--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-23-078184" form_type: "8-K" ticker: "AEON" cik: "0001837607" company_name: "AEON Biopharma, Inc." filed_at: "2023-07-05T23:59:59+00:00" generated_at: "2026-06-13T12:51:42.870556+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.75 calibrated_materiality_score: 0.75 confidence: "high" source: SEC EDGAR --- # Priveterra (PMGM) stockholders approve AEON Biopharma merger; 1.68M shares redeemed ## Summary - All proposals passed with ~97% of votes cast in favor (8,189,816 for, 239,010 against). - 1,681,348 public shares (84% of outstanding) validly elected for redemption at trust value. - Closing expected in July 2023, subject to satisfaction or waiver of conditions in the business combination agreement. - Directors elected for New AEON board: Marc Forth, Jost Fischer, Eric Carter, Robert Palmisano, Shelley Thunen. - Stockholders approved New AEON 2023 Incentive Award Plan and Employee Stock Purchase Plan. ## SEC filing metadata - accession: 0001104659-23-078184 - form_type: 8-K - ticker: AEON - cik: 0001837607 - company_name: AEON Biopharma, Inc. - filed_at: 2023-07-05T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.75 - calibrated_materiality_score: 0.75 - confidence: high - sec_items: 5.02, 5.07, 8.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1837607/000110465923078184/0001104659-23-078184-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1837607/000110465923078184/tm2320630d1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-23-078184 - JSON: https://secwatch.observer/filing/0001104659-23-078184.json - Plain text: https://secwatch.observer/filing/0001104659-23-078184.txt ## Key facts - Shareholder Votes AEON Biopharma, Inc. shareholders approved Adoption of the Business Combination Proposal at the 2023-07-03 meeting. - Proposal: merger approval - Outcome: passed - Meeting: 2023-07-03 source text: Proposal 1: Adoption of the Business Combination Proposal Priveterra’s stockholders, by ordinary resolution, (i) adopted and approved the Business Combination Agreement, dated as of December 12, 2022 (as amended or modified from time to time, the “ Business Combination Agreement ”), by and among Priveterra Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Priveterra (“ Merger Sub ”), and AEON Biopharma, Inc., a Delaware corporation (“ AEON ”), pursuant to which Merger Sub will merge with and into AEON, with AEON surviving the merger as a wholly-owned subsidiary of Priveterra, on the terms and subject to the conditions set forth therein; (ii) approved such merger and the other transactions contemplated by the Business Combination Agreement; and (iii) adopted and approved each document ancillary to the Business Combination Agreement to which Priveterra is a party and all transactions contemplated therein. The following were the tabulated votes “For” and “Against” th evidence_url: https://www.sec.gov/Archives/edgar/data/1837607/000110465923078184/0001104659-23-078184-index.htm - Shareholder Votes AEON Biopharma, Inc. shareholders approved Adoption of the Advisory Charter Proposal A (corporate name change) at the 2023-07-03 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-07-03 source text: Proposal 3A: Adoption of the Advisory Charter Proposal A Priveterra’s stockholders approved by non-binding, advisory resolution the provisions in the Proposed Charter changing the corporate name of Priveterra to “AEON Biopharma, Inc.” at and from the time of the Business Combination. The following were the tabulated votes “For” and “Against” this proposal as well as the number of “Abstentions” and “Broker Non-Votes”: FOR AGAINST ABSTAIN BROKER NON-VOTE 8,189,816 239,010 0 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1837607/000110465923078184/0001104659-23-078184-index.htm - Shareholder Votes AEON Biopharma, Inc. shareholders approved Adoption of the Charter Amendment Proposal at the 2023-07-03 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-07-03 source text: Proposal 2: Adoption of the Charter Amendment Proposal Priveterra’s stockholders approved by ordinary resolution (including of each class entitled to vote thereon) that the second amended and restated certificate of incorporation and bylaws of Priveterra be amended and restated by the proposed third amended and restated certificate of incorporation for new AEON (the “ Proposed Charter ,” a copy of which is attached to the Proxy Statement as Annex B), and amended bylaws (a copy of which is attached to the Proxy Statement as Annex C), for New AEON, which will be in effect upon the closing of the Business Combination (the “ Closing ”). The following were the tabulated votes “For” and “Against” this proposal as well as the number of “Abstentions” and “Broker Non-Votes”: Combined Common FOR AGAINST ABSTAIN BROKER NON-VOTE 8,189,816 239,010 0 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1837607/000110465923078184/0001104659-23-078184-index.htm - Shareholder Votes AEON Biopharma, Inc. shareholders approved Adoption of the Advisory Charter Amendment Proposal C (increase authorized preferred shares) at the 2023-07-03 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-07-03 source text: Proposal 3C: Adoption of the Advisory Charter Amendment Proposal C Priveterra’s stockholders approved by non-binding, advisory resolution the provisions in the Proposed Charter authorizing an increase in the authorized shares of preferred stock that New AEON’s board of directors could issue to 1,000,000 shares. The following were the tabulated votes “For” and “Against” this proposal as well as the number of “Abstentions” and “Broker Non-Votes”: FOR AGAINST ABSTAIN BROKER NON-VOTE 7,753,080 675,746 0 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1837607/000110465923078184/0001104659-23-078184-index.htm - Shareholder Votes AEON Biopharma, Inc. shareholders approved Adoption of the Advisory Charter Amendment Proposal D (classified board and removal provisions) at the 2023-07-03 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-07-03 source text: Proposal 3D: Adoption of the Advisory Charter Amendment Proposal D Priveterra’ stockholders approved by non-binding, advisory resolution the provisions in the Proposed Charter dividing the board of directors into three classes following the Business Combination, with the directors serving staggered terms until their respective successors are duly elected and qualified, or until their earlier resignation, death, disqualification or removal and providing that the directors may only be removed for cause and by affirmative vote of 662⁄3% of New AEON’s then-outstanding shares of capital stock entitled to vote generally in the election of directors. The following were the tabulated votes “For” and “Against” this proposal as well as the number of “Abstentions” and “Broker Non-Votes”: FOR AGAINST ABSTAIN BROKER NON-VOTE 7,753,080 675,746 0 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1837607/000110465923078184/0001104659-23-078184-index.htm - Shareholder Votes AEON Biopharma, Inc. shareholders approved Adoption of the Advisory Charter Proposal B (increase authorized common shares) at the 2023-07-03 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-07-03 source text: Proposal 3B: Adoption of the Advisory Charter Proposal B Priveterra’s stockholders approved by non-binding, advisory resolution the provisions in the Proposed Charter authorizing an increase in the authorized shares of common stock of New AEON to 500,000,000 shares. The following were the tabulated votes “For” and “Against” this proposal as well as the number of “Abstentions” and “Broker Non-Votes”: FOR AGAINST ABSTAIN BROKER NON-VOTE 8,189,316 239,510 0 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1837607/000110465923078184/0001104659-23-078184-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.