UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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| Item 1.01 | Entry into a Material Definitive Agreement. |
In connection with the execution of the Business Combination Agreement, AEON Biopharma, Inc. (“AEON”) and Priveterra Acquisition Corp. (“Priveterra”) entered into interim financing letter agreements for an aggregate amount of $20 million (the “Letter Agreements”) with certain investors (the “Investors”), the terms of which provide for the sale and issuance to the Investors of an issued security that will be exchanged or converted at the closing of the Business Combination Agreement (the “Closing”) into Class A Common Stock of Priveterra at a purchase price of $7.00 per Priveterra share. The Letter Agreements will terminate upon the earliest of (a) such date and time as the Business Combination Agreement is validly terminated, (b) upon mutual written agreement of each of the parties to the Letter Agreements, (c) at any time upon the election of Priveterra and AEON at their sole discretion and (d) nine months from the date of the Letter Agreements if the closing of the Business Combination Agreement has not occurred.
The foregoing description of the Letter Agreements is not complete and is qualified in its entirety by reference to the Letter Agreements, the form of which is attached as Exhibit 10.1 to this Current Report and incorporated herein by reference.
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| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description |
| 10.1 | |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL document) |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Priveterra Acquisition Corp. | ||
| By: |
/s/ Robert Palmisano | |
| Name: | Robert Palmisano | |
| Title: | Chairman and Chief Executive Officer | |
Dated: January 11, 2023
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