0000950103-23-010810.txt : 20230726
0000950103-23-010810.hdr.sgml : 20230726
20230726170650
ACCESSION NUMBER: 0000950103-23-010810
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230721
FILED AS OF DATE: 20230726
DATE AS OF CHANGE: 20230726
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: PALMISANO ROBERT J
CENTRAL INDEX KEY: 0001138646
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40021
FILM NUMBER: 231114363
MAIL ADDRESS:
STREET 1: 110 HARTWELL AVENUE
CITY: LEXINGTON
STATE: MA
ZIP: 02173
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Malik Vikram
CENTRAL INDEX KEY: 0001730123
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40021
FILM NUMBER: 231114362
MAIL ADDRESS:
STREET 1: 17901 VON KARMAN AVENUE, SUITE 150
CITY: IRVINE
STATE: CA
ZIP: 92614
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Grodnensky Oleg
CENTRAL INDEX KEY: 0001843167
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40021
FILM NUMBER: 231114364
MAIL ADDRESS:
STREET 1: 300 SE 2ND STREET
STREET 2: SUITE 600
CITY: FORT LAUDERDALE
STATE: FL
ZIP: 33301
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Priveterra Sponsor, LLC
CENTRAL INDEX KEY: 0001843128
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40021
FILM NUMBER: 231114365
BUSINESS ADDRESS:
STREET 1: 300 SE 2ND STREET
STREET 2: SUITE 600
CITY: FORT LAUDERDALE
STATE: FL
ZIP: 33301
BUSINESS PHONE: 754-220-9229
MAIL ADDRESS:
STREET 1: 300 SE 2ND STREET
STREET 2: SUITE 600
CITY: FORT LAUDERDALE
STATE: FL
ZIP: 33301
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: AEON Biopharma, Inc.
CENTRAL INDEX KEY: 0001837607
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 853940478
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 5 PARK PLAZA
STREET 2: SUITE 1750
CITY: IRVINE
STATE: CA
ZIP: 92614
BUSINESS PHONE: (949) 354-6499
MAIL ADDRESS:
STREET 1: 5 PARK PLAZA
STREET 2: SUITE 1750
CITY: IRVINE
STATE: CA
ZIP: 92614
FORMER COMPANY:
FORMER CONFORMED NAME: Priveterra Acquisition Corp.
DATE OF NAME CHANGE: 20201222
4
1
dp197251_4-psllc.xml
FORM 4
X0508
4
2023-07-21
0
0001837607
AEON Biopharma, Inc.
AEON
0001843128
Priveterra Sponsor, LLC
C/O PRIVETERRA ACQUISITION CORP
300 SE 2ND STREET, SUITE 600
FORT LAUDERDALE
FL
33301
0
0
1
0
0001843167
Grodnensky Oleg
C/O PRIVETERRA ACQUISITION CORP.
300 SE 2ND STREET, SUITE 600
FORT LAUDERDALE
FL
33301
0
0
1
0
0001138646
PALMISANO ROBERT J
C/O PRIVETERRA ACQUISITION CORP.
300 SE 2ND STREET, SUITE 600
FORT LAUDERDALE
FL
33301
1
0
1
0
0001730123
Malik Vikram
C/O PRIVETERRA ACQUISITION CORP.
300 SE 2ND STREET, SUITE 600
FORT LAUDERDALE
FL
33301
0
0
1
0
0
Class A Common Stock
2023-07-21
4
C
0
6900000
A
6900000
D
Class A Common Stock
2023-07-21
4
C
0
89163
A
6989163
I
Held by Vikram Malik
Class B Common Stock
2023-07-21
4
C
0
6900000
D
Common Stock
6900000
0
D
Private Placement Warrants
2023-07-21
4
A
0
5280000
D
Common Stock
5280000
0
D
Stock Options
2023-07-21
4
C
0
38824
A
Stock Options
38824
38824
I
Held by Oleg Grodnensky
Stock Options
2023-07-21
4
C
0
38824
A
Stock Options
38824
38824
I
Held by Vikram Malik
Stock Options
2023-07-21
4
C
0
21974
A
Stock Options
21974
21974
I
Held by Vikram Malik
Stock Options
2023-07-21
4
C
0
19800
A
Stock Options
19800
19800
I
Held by Vikram Malik
Stock Options
2023-07-21
4
C
0
21198
A
Stock Options
21198
21198
I
Held by Vikram Malik
Stock Options
2023-07-21
4
C
0
7765
A
Stock Options
7765
7765
I
Held by Vikram Malik
Restricted Stock Units
2023-07-21
4
C
0
77453
A
Stock Options
77453
77453
I
Held by Vikram Malik
The Priveterra Acquisition Corp. ("Priveterra") Class B common stock were cancelled and, in exchange, the holder(s) thereof was entitled to receive Class A common stock of the Issuer on a one-for-one basis upon the consummation of the Issuer's initial business combination on July 21, 2023 pursuant to that certain Business Combination Agreement (the "BCA"), dated as of December 12, 2022, as amended April 27, 2023, by and among the Issuer, Priveterra Merger Sub, Inc. ("Merger Sub") and AEON Biopharma, Inc. ("Old AEON") (the "Initial Business Combination"). 2,070,000 of the shares of Class A common stock of the Issuer held by Priveterra Sponsor, LLC. (the "Sponsor") are fully vested.
1,380,000 of the shares of Class A common stock of the Issuer held by the Sponsor vest based on the achievement of certain pre-established share price targets and the remaining 3,450,000 shares of Class A common stock of the Issuer held by the Sponsor will vest based on the achievement of certain milestones, each as set forth in Amendment No.1 to the Sponsor Support Agreement, dated as of April 27, 2023. Simultaneously with the Issuer's initial public offering ("IPO"), the Sponsor acquired 5,213,333 warrants of the Issuer exercisable to purchase one share of Class A common stock of the Issuer at an exercise price of $11.50 per share (the "Private Placement Warrants") and Sponsor subsequently acquired 66,667 Private Placement Warrants on June 28, 2021 upon the conversion of an unsecured convertible promissory note issued by the Issuer to the Sponsor on February 15, 2021.
As described in the Issuer's Registration Statement on Form S-1 (File No. 333-252310) filed with the Securities and Exchange Commission on January 21, 2021, the Private Placement Warrants are identical to the warrants sold in connection with the Issuer's IPO, except that (i) the Private Placement Warrants (including shares of Class A common stock issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until 30 days after the completion of the Initial Business Combination (except, among other limited exceptions, to Priveterra's officers and directors, the Sponsor, or any of its or their respective permitted transferees);
(ii) the Private Placement Warrants will not be redeemable by the Issuer so long as they are held by the Sponsor, Priveterra's officers or directors, or its or their respective permitted transferees (except as set forth in the warrant agreement), (iii) the Private Placement Warrants may be exercised by the Sponsor, Priveterra's officers and directors, or its or their respective permitted transferees on a cashless basis, (iv) if the private placement warrants are held by holders other than the Sponsor, Priveterra's officers and directors, or its or their permitted transferees, the Private Placement Warrants will be redeemable by the Issuer and exercisable by the holders on the same basis as the public warrants; and (v) the Private Placement Warrants (including shares of Class A common stock issuable upon exercise of the private placement warrants) are entitled to registration rights.
The Sponsor is the record holder of the securities reported herein. Messrs Grodnensky, Palmisano, and Malik are the managers of the Sponsor and share voting and investment discretion with respect to the securities held of record by the Sponsor.
These securities, which were acquired upon the closing of the Initial Business Combination pursuant to the terms of the BCA as a result of the cancellation of the shares of Old AEON ("Old AEON Common Stock") held by Mr. Malik and Sabina Taneja and the automatic conversion of such shares into 2.328 (the "Exchange Ratio") shares of Class A common stock of the Issuer, are held directly by Mr. Malik, a manager of the Sponsor, and Ms. Taneja. The Sponsor disclaims beneficial ownership of these securities, except to the extent of its pecuniary interest therein.
The reporting person disposed of all Class B common stock upon the consummation of the Issuer's Initial Business Combination, which were automatically exchanged on a one-for-one basis into Class A common stock of the Issuer.
At the Effective Time, each outstanding option to purchase shares of AEON common stock (each an "AEON Option") was automatically cancelled and converted into an option to purchase a number of shares of common stock of the Issuer at a per-share exercise price of $10 per share.
Represents an award of stock options granted on November 20, 2019, which vested in three yearly installments from November 1, 2019. Such options expire on November 20, 2029. The Sponsor disclaims beneficial ownership of these securities, except to the extent of its pecuniary interest therein.
Represents an award of stock options granted on August 5, 2020, which vested ratably over one year from March 4, 2020. Such options expire on August 1, 2030. The Sponsor disclaims beneficial ownership of these securities, except to the extent of its pecuniary interest therein.
Represents an award of stock options granted on March 5, 2021, which vested ratably over one year from March 5, 2021. Such options expire on March 5, 2031. The Sponsor disclaims beneficial ownership of these securities, except to the extent of its pecuniary interest therein.
Represents an award of stock options granted on March 9, 2022, which vested ratably over one year from March 9, 2022. Such options expire on March 9, 2032. The Sponsor disclaims beneficial ownership of these securities, except to the extent of its pecuniary interest therein.
Represents an award of stock options granted on March 9, 2022, which vests in three yearly installments from March 9, 2022. Such options expire on March 9, 2032. The Sponsor disclaims beneficial ownership of these securities, except to the extent of its pecuniary interest therein.
At the Effective Time, each outstanding award of restricted stock unit ("RSU") representing the contingent right to receive shares of AEON common stock (each an "AEON RSU") was automatically cancelled and converted into an RSU representing the contingent right to receive a number of shares of common stock of the Issuer equal to (i) the number of shares of AEON common stock subject to the applicable AEON RSU multiplied by (ii) the Exchange Ratio, rounded down to the nearest whole share.
Represents an award of RSUs on April 26, 2023, which vests 6.25% vests upon the achievement of a first earnout goal, 25% upon the achievement of a second earnout goal, 25% upon the achievement of a third earnout, and 43.75% upon achievement of a fourth earnout goal. The Sponsor disclaims beneficial ownership of these securities, except to the extent of its pecuniary interest therein.
By: /s/ Oleg Grodnensky, Authorized Signatory for Priveterra Sponsor, LLC
2023-07-26
By: /s/ Oleg Grodnensky
2023-07-26
By: /s/ Robert Palmisano
2023-07-26
By: /s/ Vikram Malik
2023-07-26