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 Form of Letter Agreement
104 Cover Page Interactive Data File (formatted in Inline XBRL document)
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