Item 3.03 Material Modification to Rights of Security Holders.
At the special meeting of stockholders of Priveterra Acquisition Corp. (the
"Company") held on February 10, 2023 (the "Special Meeting") stockholders of the
Company approved the certificate of amendment to the second amended and restated
certificate of incorporation (the "Charter Amendment") to amend the Company's
contractual expiration date of February 11, 2023 by changing the date by which
the Company must cease all operations except for the purpose of winding up if it
fails to complete a merger, capital stock exchange, asset acquisition, stock
purchase, reorganization or similar business combination (a "Business
Combination") from February 11, 2023 to August 11, 2023 and publicly announced
by the Company (the "Amended Termination Date").
The Company filed the Charter Amendment with the Secretary of State of the State
of Delaware on the date hereof. The foregoing description of the Charter
Amendment does not purport to be complete and is qualified in its entirety by
reference to Exhibit 3.1, which is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or By-Laws; Change in Fiscal
Year.
The information set forth in Item 3.03 of this Current Report on Form 8-K is
incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Special Meeting, a total of 27,795,918 (80.56%) of the Company's issued
and outstanding shares of common stock held of record at the close of business
on December 21, 2022, the record date for the Special Meeting, were present
either in person or by proxy, which constituted a quorum. The Company's
stockholders voted on the following proposal (the "Proposal") at the Special
Meeting, which is described in more detail in the definitive proxy statement of
the Company filed with the Securities and Exchange Commission on December 21,
2022 (as supplemented from time to time, the "Proxy Statement").
Proposal No. 1 - The Extension Amendment- to amend the Company's second amended
and restated certificate of incorporation to extend the date by which the
Company must consummate a business combination from February 11, 2023 (the date
which is 24 months from the closing date of the Company's initial public
offering of shares of Class A common stock) to August 11, 2023 (the date which
is 30 months from the closing date of the initial public offering).
For Against Abstain
24,548,209 3,245,246 2,463
As there were sufficient votes to approve the Proposal, the "Adjournment
Proposal" described in the Proxy Statement was not presented to stockholders.
In connection with the vote described above, the holders of 25,597,728 shares of
Class A common stock, par value $0.0001 per share, properly exercised their
right to redeem their shares for cash at a redemption price of approximately
$10.11 per share, for an aggregate redemption amount of approximately
$258,793,030.08.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
3.1 Amendment to the Second Amended and Restated Certificate of
Incorporation
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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