| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | AEON | Class A Common Stock | 9.42M | Jul 21, 2023 | Direct | F1, F2, F3 |
| Id | Content |
|---|---|
| F1 | Reflects (a) 3,416,359 shares (the "Debt Conversion Lock-Up Shares") of the Issuer's Class A common stock, par value $0.0001 per share ("Class A Common Stock"), issued upon the conversion of debt held by the Reporting Person, which shares are subject to a one-year lockup period from the date of issuance pursuant to the Issuer's Amended and Restated Bylaws (the "A&R Bylaws"); (b) 3,821,256 shares of Class A Common Stock issued upon the conversion of debt held by the Reporting Person, which shares are free from any lockup restrictions; and (c) 2,182,755 shares of Class A Common Stock issued upon conversion of shares of Old AEON's (as defined below) equity held by the Reporting Person, which shares are subject to a one-year lockup period from the date of issuance pursuant to the A&R Bylaws (collectively with the Debt Conversion Lock-Up Shares, the "Lock-Up Shares"). |
| F2 | (continued from footnote [1]). The foregoing transactions were consummated, and all shares of Class A Common Stock held by the Reporting Person reported herein were acquired, pursuant to a business combination agreement, dated December 12, 2022, by and among Priveterra Acquisition Corp., a Delaware corporation ("Priveterra"), Priveterra Merger Sub, Inc., a wholly owned subsidiary of Priveterra ("Merger Sub"), and AEON Biopharma, Inc., a Delaware corporation ("Old AEON"), pursuant to which Merger Sub was merged with and into Old AEON, with Old AEON surviving the merger as a wholly owned subsidiary of Priveterra, effective as of July 21, 2023 (the "Closing Date"). Upon the closing of the merger, Priveterra changed its name to "AEON Biopharma, Inc." |
| F3 | (continued from footnote [2]). The Reporting Person may not sell, assign, or transfer any of its Lock-Up Shares, subject to certain permitted transfers, until the earliest of (a) the one-year anniversary of the Closing Date, and (b) the date upon which there occurs the completion of a liquidation, merger, stock exchange, reorganization, or other similar transaction that results in all of the public stockholders of the Issuer having the right to exchange its Class A Common Stock for cash, securities, or other property, subject to certain conditions set forth in the A&R Bylaws. |
Exhibit List: Exhibit 24 - Power of Attorney