UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or Section 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 15, 2023
PRIVETERRA
ACQUISITION CORP.
(Exact name of registrant
as specified in its charter)
| Delaware |
|
001-40021 |
|
85-3940478 |
(State
or other jurisdiction of incorporation or organization) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification No.) |
| 300
SE 2nd Street, Suite
600 |
|
|
| Fort
Lauderdale, Florida |
| 33301 |
| (Address
of principal executive offices) |
| (Zip Code) |
Registrant’s
telephone number, including area code: (754)
220-9229
| Not
Applicable |
| (Former
name or former address, if changed since last report) |
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following
provisions:
| ¨ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| x |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section
12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on
which registered |
| Units,
each consisting of one share of Class A common stock and one-third of one redeemable warrant |
|
PMGMU |
|
The
Nasdaq Stock Market LLC |
| Class
A common stock, par value $0.0001 per share |
|
PMGM |
|
The
Nasdaq Stock Market LLC |
| Redeemable
warrants, each warrant exercisable for one share of Class A common stock at an exercise price of $11.50 |
|
PMGMW |
|
The
Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is
an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act
of 1934.
Emerging
growth company x
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
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) |
SIGNATURES
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.
| Date: June 15, 2023 |
PRIVETERRA ACQUISITION CORP. |
| |
|
| |
By: |
/s/
Robert J. Palmisano |
| |
Name: |
Robert J. Palmisano |
| |
Title: |
Chairman and Chief Executive Officer |
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