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AEON Biopharma and Priveterra Acquisition Corp. Announce Additional Capital Commitment from Existing Investors for at Least $20 Million

Key Takeaway: AEON Biopharma and Priveterra Acquisition Corp. have announced that existing investors committed at least $20 million in additional funding, crucial for their proposed business combination. This funding significantly helps meet nearly half of the minimum cash requirement for the merger. AEON's management expressed confidence in their botulinum toxin complex's commercialization potential, highlighting the absence of a need for external validation at the crossover stage. The transaction is anticipated to close in the first half of 2023, subject to standard conditions.

Market Sentiment Analysis

POSITIVE FACTORS

  • Additional capital commitment of at least $20 million strengthens AEON’s financial position.
  • AEON's product candidate has a de-risked regulatory pathway and established manufacturing facilities.
  • The company aims to address significant medical conditions with its innovative botulinum toxin complex.

Full Press Release Details

AEON Biopharma and Priveterra Acquisition Corp.
Announce Additional Capital Commitment from Existing Investors for at Least $20 Million
IRVINE, Calif., January 10, 2023 -
AEON Biopharma, Inc. ("AEON" or the "Company"), a clinical-stage biopharmaceutical company focused on developing
a proprietary botulinum toxin complex for the treatment of multiple debilitating medical conditions, and Priveterra Acquisition Corp.
(Nasdaq: PMGM) ("Priveterra"), a special purpose acquisition company, today announced that at least $20 million in
additional funding has been committed by existing AEON investors.
The commitments have been delivered in connection
with the proposed business combination between AEON and Priveterra announced on December 13, 2022, and represent nearly half of the
minimum cash requirement for the proposed transaction. The terms of the commitments provide for the issued security to be exchanged or
converted into Class A common stock of the combined company upon completion of the proposed transaction, which is subject to the
satisfaction or waiver of customary closing conditions and is expected to fund concurrent with or immediately prior to the closing of
the proposed business combination.
"We believe AEON has a clear path to commercialization
with a significantly de-risked technology that is already being used in the market, bypassing the traditional step of seeking external
scientific and clinical validation from investors at the crossover stage," said Rick Taketa, director of AEON Biopharma. "AEON's
underlying product candidate is the same 900 kDa botulinum toxin currently approved and marketed for aesthetic indications in the U.S.,
Canada and the European Union. Furthermore, it has a proprietary injection paradigm with a well de-risked regulatory pathway, established
and compliant manufacturing facilities, and a differentiated business model for commercialization of its intended therapeutic indications.
We believe the Priveterra team is a great partner for AEON as the parties are fundamentally aligned and driven by the operating success
of AEON, guided by our highly capable management team. Backed by strong fundamentals, we believe we are well positioned for success as
"The additional commitment of at least $20
million by existing AEON investors further solidifies our capital position as we seek to advance the development of ABP-450 for patients
with debilitating medical conditions, such as migraines," said Marc Forth, CEO and President of AEON Biopharma. "We look forward
to a successful transaction with Priveterra in the public setting as they have a clear understanding of our business and have an established
track record of creating value in the life sciences. We are grateful for the continued support of our investors who to date have invested
a total of approximately $132 million to pursue therapeutic indications and who recognize the opportunity provided by our clinical development
strategy and the unique value proposition we believe we can offer patients, physicians, payors and investors."
To learn more about AEON and the development
of its uniquely positioned therapeutic neurotoxin, visit www.aeonbiopharma.com.
About AEON Biopharma
AEON is a clinical stage biopharmaceutical company
focused on developing its proprietary botulinum toxin complex, ABP-450 (prabotulinumtoxinA) injection, or ABP-450, for debilitating medical
conditions, with an initial focus on the neurosciences market. AEON recently completed a Phase 2 study of ABP-450 for the treatment of
cervical dystonia and has an ongoing Phase 2 study of ABP-450 for the treatment of both chronic and episodic migraine. ABP-450 is the
same botulinum toxin complex that is currently approved and marketed for aesthetic indications by Evolus under the name Jeuveau. ABP-450
is manufactured by Daewoong in compliance with current Good Manufacturing Practice, or cGMP, in a facility that has been approved by the
U.S. Food and Drug Administration, or the FDA, Health Canada and European Medicines Agency, or EMA. AEON has exclusive development and
distribution rights for therapeutic indications of ABP-450 in the United States, Canada, the European Union, the United Kingdom, and certain
other international territories. The company built a highly experienced management team with specific experience in biopharmaceutical
and botulinum toxin development and commercialization.
Proposed Transaction with Priveterra Acquisition
On December 13, 2022, AEON and Priveterra
announced entering into a definitive business combination agreement relating to a business combination that would result in AEON becoming
a public company upon the closing of the proposed transaction. The Boards of Directors of both AEON and Priveterra have approved the proposed
transaction, which is expected to close in the first half of 2023, subject to approval by Priveterra's stockholders and the satisfaction
or waiver of certain other customary closing conditions. In connection with the proposed transaction, Priveterra filed a registration
statement on Form S-4 with the U.S. Securities and Exchange Commission (the "SEC") on December 27, 2022.
About Priveterra Acquisition Corp.
Priveterra Acquisition Corp. (NASDAQ: PMGM) is
a blank-check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization,
or similar business combination with one or more businesses in life sciences. Priveterra is sponsored by Robert Palmisano and Priveterra
Important Information About the Proposed Transaction
and Where to Find It
This document relates to a proposed transaction
between AEON and Priveterra. This document does not contain all the information that should be considered concerning the proposed transaction
and is not intended to form the basis of any investment decision or any other decision in respect of the proposed transaction.
Priveterra has filed a registration statement
on Form S-4 which includes Priveterra's preliminary proxy statement and preliminary prospectus. When available, the definitive
proxy statement/prospectus will be sent to all Priveterra stockholders. Priveterra also will file other documents regarding the proposed
transaction with the SEC. Before making any voting decision, investors and security holders of Priveterra are urged to read the definitive
proxy statement/prospectus and all other relevant documents filed with the SEC in connection with the proposed transaction as they become
available, because these materials will contain important information about the proposed transaction.
Investors and security holders will be able to
obtain free copies of the definitive proxy statement/prospectus and all other relevant documents filed or that will be filed with the
SEC by Priveterra through the website maintained by the SEC at www.sec.gov.
Participants in the Solicitation
Priveterra and AEON and their respective directors
and officers may be deemed to be participants in the solicitation of proxies from Priveterra's stockholders in connection with the
proposed transaction. Information about Priveterra's directors and executive officers and their ownership of Priveterra's
securities is set forth in Priveterra's filings with the SEC, including the registration statement on Form S-4 filed with the
SEC on December 27, 2022 by Priveterra, which includes the proxy statement/prospectus of Priveterra for the proposed transaction.
To the extent that holdings of Priveterra's securities have changed since the amounts disclosed in the registration statement, such
changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC or later amendments to the
registration statement. Additional information regarding the interests of Priveterra's and AEON's respective directors and
officers and other persons who may be deemed participants in the proposed transaction may be obtained by reading the proxy statement/prospectus
regarding the proposed transaction when it becomes available. You may obtain free copies of these documents as described in the preceding
No Offer or Solicitation
This document shall not constitute an offer to
sell or exchange, or the solicitation of an offer to buy or exchange any securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation, sale or exchange would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10
of the Securities Act.
Forward-Looking Statements
This press release contains certain forward-looking
statements within the meaning of the federal securities laws with respect to the proposed transaction between AEON and Priveterra, including
statements regarding the benefits of the proposed transaction, the anticipated timing of the proposed transaction, the products developed
by AEON and the markets in which it operates, any statements about current or planned clinical trials or related milestones, any statements
of expectation or belief regarding future events, potential markets, market size, or technology developments, AEON's projected future
results, and any statements of assumptions underlying any of the items mentioned. These forward-looking statements generally are identified
by the words "believe," "project," "expect," "anticipate," "estimate," "intend,"
"strategy," "future," "opportunity," "plan," "may," "should,"
"will," "would," "will be," "will continue," "will likely result," and similar
expressions. Forward-looking statements are predictions and other statements about future events that are based on current expectations
and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially
from the forward-looking statements in this document, including but not limited to: (i) the risk that the transaction may not be
completed in a timely manner or at all, which may adversely affect the price of Priveterra's securities, (ii) the risk that
the transaction may not be completed by Priveterra's business combination deadline and the potential failure to obtain an extension
of the business combination deadline if sought by Priveterra, (iii) the failure to satisfy the conditions to the consummation of
the transaction, including the adoption of the agreement and plan of merger by the shareholders of Priveterra and AEON, the satisfaction

Frequently Asked Questions

What is the capital commitment from AEON investors?

AEON investors have committed at least $20 million in additional funding.

What is the focus of AEON Biopharma?

AEON focuses on developing a proprietary botulinum toxin complex for various medical conditions.

When is the proposed transaction with Priveterra expected to close?

The proposed transaction is anticipated to close in the first half of 2023.

What is the status of AEON's drug ABP-450?

ABP-450 is undergoing Phase 2 studies for treating cervical dystonia and migraines.

Where can I learn more about AEON Biopharma?

More information is available at AEON's website: www.aeonbiopharma.com.

Last updated: Jan 10, 2023