AEON Biopharma, Inc. executed non-binding letter of intent to acquire Priveterra Acquisition Corp. (NasdaqCM:PMGM) from Priveterra Sponsor, LLC, Empyrean Capital Overseas Master Fund, Ltd., managed by Empyrean Capital Partners, LP, Medy-Tox Inc. (KOSDAQ:A086900), Daewoong pharmaceutical Co.,Ltd (KOSE:A069620), Strathspey Crown LLC and others in a reverse merger transaction on October 12, 2022. AEON Biopharma, Inc. entered into a definitive business combination agreement to acquire Priveterra Acquisition Corp. (NasdaqCM:PMGM) from Priveterra Sponsor, LLC, Empyrean Capital Overseas Master Fund, Ltd., managed by Empyrean Capital Partners, LP, Medy-Tox Inc., Daewoong pharmaceutical Co.,Ltd (KOSE:A069620), Strathspey Crown LLC and others in a reverse merger transaction on December 12, 2022. Priveterra will acquire 100% of AEON in exchange for the issuance of 16.5 million of shares of common stock of Priveterra (valued at $10 per share) to the existing shareholders and convertible noteholders of AEON at close (before milestone-based earnouts). In addition, upon the achievement of certain clinical development milestones, certain AEON stockholders will be entitled to receive up to 16,000,000 additional shares of Class A Common Stock (the “ Earnout Shares ”). The transaction values the combined company at a post-money equity value of $475.5 million and is expected to provide $276 million in gross cash proceeds. In the event that the transactions contemplated by the Business Combination Agreement have not been consummated by July 21, 2023, either party may terminate. Upon closing of the proposed transaction, the combined company will operate as AEON Biopharma, Inc. and is expected to list on Nasdaq under the ticker symbol “AEON”. Robert Palmisano of Priveterra will become chairman of the Board of Directors; combined company to be led by AEON Chief Executive Officer Marc Forth.

The transaction is subject to the approval by Priveterra's shareholders; approval by AEON's stockholders; the expiration or termination of the applicable waiting period (or any extensions thereof, or any timing agreements, understandings or commitments obtained by request or other action of the United States Federal Trade Commission or the Antitrust Division of the United States Department of Justice, as applicable) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; Priveterra has net tangible assets of at least $5,000,001 upon consummation of the Merger; Shares issued as a part of consideration have been approved for listing on Nasdaq; the S-4 Registration Statement has become effective and the satisfaction or waiver of certain other customary closing conditions. In addition, AEON's obligations to consummate the merger is subject to the condition that the Available Closing Cash shall be greater than or equal to $45 million. The minimum cash condition was reduced from $45 million to $40 million. The Boards of Directors of both AEON and Priveterra have unanimously approved the proposed merger. As of June 6, 2023, the Special Meeting previously scheduled to be held on June 6, 2023 will be adjourned on June 9, 2023. On June 13, 2023, the Company announced the Special Meeting previously scheduled to be held on June 13, 2023, Stockholders who have previously submitted their proxies or otherwise voted and who do not want to change their vote need not take any action. Merger anticipated to close in 1H 2023. As of May 9, 2023, the transaction is expected to close promptly following the shareholders meeting which is set for June 6, 2023.

Shayne Kennedy, Daniel Rees and Brian Duff of Latham & Watkins LLP served as legal advisors to AEON. Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC served as financial advisor to Priveterra. Canaccord Genuity LLC, served as lead capital markets advisor to Priveterra and H.C. WAINWRIGHT & CO., LLC also acted as a co-capital markets advisor to Priveterra. Lee Hochbaum, Ethan R. Goldman, Adam Kaminsky, Pritesh P. Shah, Derek Dostal and W. Soren Kreider of Davis Polk & Wardwell LLP served as legal advisors to Priveterra. Continental Stock Transfer & Trust Company acted as transfer agent and registrar to Priveterra. Priveterra has engaged D.F. King & Co., Inc. to assist in the solicitation of proxies with a fee of $25,000.