Full Press Release Details
AEON Biopharma to Become Publicly Listed via
Merger with Priveterra Acquisition Corp.; Accelerating Clinical Development of ABP-450 (prabotulinumtoxinA) Injection to Treat Debilitating
Medical Conditions in Neurology
- Positive topline data from Phase 2
study of ABP-450 for cervical dystonia announced in September 2022 -
- Topline data from Phase 2 study of
ABP-450 for episodic migraine expected in Q4 2023 -
-Robert Palmisano of Priveterra to become
chairman of the Board of Directors; combined company to be led by AEON CEO Marc Forth -
- Transaction values the combined company
at a post-money equity value of $475.5M and is expected to provide $276M in gross cash proceeds -
- Merger anticipated to close in 1H 2023
December 13, 2022 - AEON Biopharma, Inc. ("AEON" or the "Company"), a private clinical-stage
biopharmaceutical company focused on the development of its proprietary botulinum toxin complex ABP-450 (prabotulinumtoxinA) injection
for therapeutic indications, and Priveterra Acquisition Corp. (Nasdaq: PMGM) ("Priveterra"), a special purpose acquisition
company (SPAC), announced that they have entered into a definitive business combination agreement. 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".
AEON Uniquely Positioned to Capitalize on
Global Therapeutic Neurotoxin Opportunity
its founding in 2019, AEON Biopharma has been led by Marc Forth, an Allergan plc veteran of 16 years and a former head of the BOTOX
Therapeutic franchise in the United States. AEON has assembled a seasoned team with expertise in neuroscience research, development,
regulatory affairs, operations, manufacturing, and commercialization. Its executive team is comprised of industry leaders who have led
new drug FDA approvals including multiple indications across multiple neurotoxin products.
The global therapeutic
neurotoxin market is currently estimated to be $3.0 billion, of which the U.S. represents approximately 84%, and projected to grow to
approximately $4.4 billion in 2027. BOTOX , marketed by Abbvie, Inc., currently holds approximately 95% U.S. market share
for therapeutic indications in the neurotoxin space.1 Other neurotoxin competitors have had success with aesthetic indications
in the cash-pay consumer-driven market but have been unable to acquire meaningful market share for therapeutic indications due to the
indirect influence of pricing dynamics for aesthetic indications that results in a minimal value proposition for both payors and providers.
AEON intends to file a unique BLA for therapeutic indications that would be free of any effects on reimbursement that exist for all other
toxin competitors that have both therapeutic and aesthetic indications approved under a single BLA.
1 Source: Decision Resources Group
Therapeutic Botulinum Toxin Market Analysis Global 2021
Lead product candidate, ABP-450, is the same
botulinum toxin approved and marketed for an aesthetic indication. Its 900 kDa molecular weight, similar to the market leader, will enable
providers with a seamless transition to ABP-450 for therapeutic uses. Similar to the approved neurotoxins currently in the market, ABP-450's
commercial success does not depend upon patent protection, creating the possibility for an annuity-like construct of continued revenue
generation, should ABP-450 be FDA approved.
AEON's therapeutic-only focus also provides
a differentiated business model designed to deliver enhanced value to payors and providers by permitting a traditional pharma pricing
model that is not currently available to competitors that also market their products for aesthetic uses approved under a single BLA.
The sole focus on therapeutics allows AEON to pursue an original BLA filing that would allow a unique commercial strategy that cannot
be employed by other competitors.
Marc Forth, CEO and President of AEON Biopharma,
said: "We're making great progress across our late-stage clinical programs as we continue the development of ABP-450 for
the treatment of multiple debilitating medical conditions. Today's entry into the business combination agreement is the next step
towards accelerating our development plans as we progress towards Phase 3 studies and regulatory approvals in our targeted markets. I
am also fortunate to welcome Bob Palmisano to AEON and believe he will add significant value as our Chairman of the Board. His experience
as a public company CEO and extensive history in executive, operational, financial, and strategic roles across the life science industry
in commercial and pre-commercial businesses will be invaluable as we advance towards a potential commercial launch of ABP-450."
Bob Palmisano, Chairman and CEO of Priveterra
Acquisition Corp. said: "We believe AEON brings a disruptive business model with its exclusive therapeutic focus into a market
dominated by one player with 95% of the U.S. market. In addition to near-term clinical milestones in multiple indications and de-risked
developmental pathways with well-established FDA regulatory endpoints, today's proposed merger will allow AEON to access capital
markets and execute on its development strategy and bring ABP-450 closer to commercialization." Bob continued, "Marc has made
a great deal of progress since AEON was started in 2019 and assembled a highly experienced team in the neurotoxin space that has recently
produced positive Phase 2 results in cervical dystonia, while also having raised $112 million. AEON is ready to be a public company and
we are excited about the considerable value that it will bring to all stakeholders - patients, providers, payers and investors."
Summary of the Transaction
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). Priveterra's sponsor has also allocated 50% of its common stock
to an earnout based on achievement of certain clinical milestones.
The Boards of Directors of both AEON and Priveterra
have unanimously approved the proposed merger, which is expected to close in the first half of 2023, subject to the approval by Priveterra's
shareholders and the satisfaction or waiver of certain other customary closing conditions.
Additional information
about the transaction will be provided in a Current Report on Form 8-K to be filed by Priveterra and AEON with the Securities and
Exchange Commission ("SEC") and will be available at the SEC's website, www.sec.gov.
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. Davis Polk & Wardwell LLP served as legal advisors to
can be found in the corporate presentation on the Aeon website HERE.
About AEON Biopharma
stage biopharmaceutical company focused on developing ABP-450 (prabotulinumtoxinA) injection for the treatment of debilitating medical
conditions with an initial focus on the neurology and gastroenterology markets. The Company is dedicated to innovation in the rapidly
expanding therapeutic botulinum toxin market and believes its therapeutic-only focus will allow AEON to advance safe and effective treatment
options to patients, while delivering differentiated economics to payors and physicians. The Company continues to evaluate additional
therapeutic indications for development based on a comprehensive product assessment process designed to identify those indications where
it believes ABP-450 can attain clinical, regulatory, and commercial success. More information about AEON can be found at www.aeonbiopharma.com.
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 Capital, LLC.
Additional Information and Where to Find It
This document relates to a proposed transaction
between AEON and Priveterra. This document does 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, sale or exchange would be
unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Priveterra intends to file a registration
statement on Form S-4 that will include a proxy statement of Priveterra, a consent solicitation statement of AEON and a prospectus
of Priveterra. The proxy statement/consent solicitation statement/prospectus will be sent to all Priveterra and AEON 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 and AEON are urged to read the registration statement, the proxy statement/consent solicitation statement/prospectus
and all other relevant documents filed or that will be filed with the SEC in connection with the proposed transaction as they become
available because they will contain important information about the proposed transaction.
Investors and security
holders will be able to obtain free copies of the proxy statement/consent solicitation 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.
No Offer or Solicitation
This press release is for information purposes
only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation