Priveterra Acquisition Corp. *

PROPOSED BUSINESS COMBINATION: AEON Biopharma, Inc.

ENTERPRISE VALUE: $201.8 million

ANTICIPATED SYMBOL: AEON

Priveterra Acquisition Corp. proposes to combine with AEON Biopharma, Inc., a private clinical-stage biopharmaceutical company focused on the development of its proprietary botulinum toxin complex ABP-450 (prabotulinumtoxinA) injection for therapeutic indications.

• AEON is a clinical 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.

SUBSEQUENT EVENT – 6/29/23 – LINK

• Priveterra announced arrangements of up to $125 Million of Financing in connection with the proposed Business Combination with AEON Biopharma.
• Forward Purchase Agreements and PIPE Subscription Agreements:
  • Priveterra and AEON entered into separate Forward Purchase Agreements and Subscription Agreements with ACM ARRT J LLC and Polar Multi-Strategy Master Fund (“the sellers”).
  • The sellers intend to buy up to 7,500,000 shares of Priveterra Common Stock.
  • Each seller’s ownership cannot exceed 9.9% of the total shares unless they waive the limitation.
  • A cash payment called the Prepayment Amount will be made to each seller. The Prepayment Amount will be equal to the product of (i) the Number of Shares as set forth in each Pricing Date Notice and (ii) the redemption price per share.
  • The payment will be made from Priveterra’s Trust Account no later than one business day after the Closing Date.
  • The Reset Price of the shares will initially be the Initial Price, subject to a price floor of $7.00.
  • The Reset Price will be subject to a monthly reset, with the first such Reset Date occurring 90 days after the Closing Date to be the lowest of:
    • (a) the then-current Reset Price,
    • (b) the Initial Price, and
    • (c) the 30-day VWAP Price of the Shares immediately preceding such Reset Date.
• Committed Financing Agreements:
  • AEON and Priveterra entered into Committed Financing Agreements with Alphaeon 1 LLC and Daewoong Pharmaceutical Co., Ltd.
  • The Original Committed Financing Agreements were for the subscription of $15 million aggregate principal of interim notes.
  • Additionally, Priveterra and AEON agreed to amend and add to the subscription $20 million in aggregate principal of interim notes convertible into an aggregate of 2,857,143 shares of Priveterra Common Stock, for a purchase price of $7.00 per share.
  • Daewoong executed a Note Subscription Agreement, pursuant to which Daewoong agreed to purchase an additional $5 million aggregate principal of Interim Notes convertible into 714,285 shares of Pubco Common Stock, for a purchase price of $7.00 per share.
• New PIPE Subscription Agreements:
  • Priveterra entered into separate Subscription Agreements with ACM ASOF VIII Secondary-C LP and the Polar Affiliate (collectively, the “New Money PIPE Investors”).
  • The New Money PIPE Investors agreed to subscribe for and purchase, on the Closing Date, an aggregate of 1,000,000 shares of Priveterra Common Stock for a purchase price of $7.00 per share, for aggregate gross proceeds of $7 million.
  • Priveterra will issue 75,000 shares of Priveterra Common Stock to ACM ASOF VIII Secondary-C LP as a structuring fee in consideration of certain services provided by it in the structuring of its Forward Purchase Agreement.

SUBSEQUENT EVENT – 5/1/23 – LINK

• The minimum cash condition was reduced from $45 million to $40 million
• The Outside date was extended to 7/21/23

Amended Sponsor Support Agreement

• 70% of the Founder shares will be subject to restrictions are forfeiture provisions
  • If on the date upon which all backstop commitments, non-redemption agreements, forward purchase agreements or other similar financing arrangements entered into prior to the Closing or following the Closing with a financing provider or source identified to AEON by the Priveterra prior to the Closing have terminated or expired (such date, the “Test Date”), the Average Price Per Share, determined as of the Test Date (the “Test Date Average Price Per Share”) is greater than or equal to $5.00 per share, the Contingent Founder Shares shall vest, and shall become free of the provisions as follows: Assuming the Closing Average Price Per Share is greater than or equal to $5.00 per share, the remaining 30% of the Contingent Founder Shares (i.e., 1,380,000 Founder Shares) shall vest immediately without any further action.
  • If the Average Price Per Share of the Qualifying Financing Transactions is greater than $5.00 per share, as follows: (i) 1,380,000 shall vest immediately, and (ii) the remaining Contingent Founder Shares shall vest upon achievement of the clinical milestones described further in the Sponsor Support Agreement. If the Average Price Per Share of the Qualifying Financing Transactions is less than $5.00 per share as of such date, then all of the Contingent Founder Shares shall be forfeited for no consideration.

EXTENSION – 2/10/23 – LINK

• The SPAC approved the extension from February 11, 2023 to August 11, 2023
  • The Sponsor contributed $240K to extend to 5/11/23 and $80K per month until 8/11/23 (x3)
  • 25,597,728 shares were redeemed for $10.11/share

SUBSEQUENT EVENT – 1/10/23 – LINK

• The company and the SPAC 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.
• Terms of the funding – LINK
  • The sale and issuance to the Investors of an issued security that will be exchanged or converted at the closing of the Business Combination Agreement into Class A Common Stock of Priveterra at a purchase price of $7.00 per Priveterra share.

TRANSACTION

• Transaction values the combined company at a post-money equity value of $475.5M and is expected to provide $276M in gross cash proceeds.
• Privitera 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.

SPAC FUNDING

• Under the Business Combination Agreement, from and after the date thereof, AEON shall use reasonable best efforts, as promptly as practicable following the Closing, to enter into with one or more AEON stockholders a financing arrangement with the Company or AEON in an aggregate principal amount of $20,000,000 and in accordance with the terms agreed by the Company and AEON (the “AEON Stockholder Interim Financing Commitments”)
• The company and the SPAC announced that at least $20 million in additional funding has been committed by existing AEON investors. – LINK
  • 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.

SPONSOR SUPPORT AGREEMENT

• Amended Sponsor Support Agreement
  • 70% of the Founder shares will be subject to restrictions are forfeiture provisions
    • If on the date upon which all backstop commitments, non-redemption agreements, forward purchase agreements or other similar financing arrangements entered into prior to the Closing or following the Closing with a financing provider or source identified to AEON by the Priveterra prior to the Closing have terminated or expired (such date, the “Test Date”), the Average Price Per Share, determined as of the Test Date (the “Test Date Average Price Per Share”) is greater than or equal to $5.00 per share, the Contingent Founder Shares shall vest, and shall become free of the provisions as follows: Assuming the Closing Average Price Per Share is greater than or equal to $5.00 per share, the remaining 30% of the Contingent Founder Shares (i.e., 1,380,000 Founder Shares) shall vest immediately without any further action.
    • If the Average Price Per Share of the Qualifying Financing Transactions is greater than $5.00 per share, as follows: (i) 1,380,000 shall vest immediately, and (ii) the remaining Contingent Founder Shares shall vest upon achievement of the clinical milestones described further in the Sponsor Support Agreement. If the Average Price Per Share of the Qualifying Financing Transactions is less than $5.00 per share as of such date, then all of the Contingent Founder Shares shall be forfeited for no consideration.

LOCK-UP

Sponsor:

• The Sponsor Support Agreement restricts the ability of the Sponsor to transfer its shares of Class A Common Stock (or any securities convertible into or exercisable or exchangeable for shares of Class A Common Stock), subject to certain permitted transfers (including transfers to Priveterra’s officers or directors, any affiliates or family members of any Priveterra’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor or any employees of such affiliates), until the earliest of:
  • The one-year anniversary of the Closing and the Effective Time or the termination of the Business Combination Agreement in accordance with its terms (the “Sponsor Lock-Up Period”); provided, however, that:
    • (ii) 50% of such shares held by the Sponsor are subject to early release from the Sponsor Lock-Up if the VWAP of Priveterra’s Class A Common Stock exceeds $12.50 per share for any 20 trading days within any consecutive 30-trading day period commencing at least 150 days following the Closing Date; and
    • (ii) the remaining 50% of such shares held by the Sponsor are subject to early release from the Sponsor Lock-Up if the VWAP of Priveterra’s Class A Common Stock exceeds $15.00 per share on the principal exchange on which Priveterra’s Class A Common Stock is then listed or quoted for any for 20 trading days within any 30-trading day period commencing at least 150 days following the Closing Date.
• 50% of the Sponsor Shares (the “Contingent Founder Shares”) shall be subject to the restrictions and forfeiture provisions.
• The Contingent Founder Shares shall, except as otherwise provided, become free of the provisions set forth in Section 2 of the Sponsor Support Agreement as follows:
  • (i) 1,000,000 of the Contingent Founder Shares (the “Migraine Phase 3 Contingent Founder Shares”) shall vest upon the achievement of the conditions for the issuance of the Migraine Phase 3 Contingent Consideration Shares on or prior to the Migraine Phase 3 Outside Date;
  • (ii) 1,000,000 of the Contingent Founder Shares (the “CD BLA Contingent Founder Shares”) shall vest upon the achievement of the conditions for the issuance of the CD BLA Contingent Consideration Shares on or prior to the CD BLA Outside Date; and
  • (iii) 1,450,000 of the Contingent Founder Shares (the “Episodic/Chronic Migraine Contingent Founder Shares”) shall vest upon the earlier of:
    • (x) the achievement of the conditions for the issuance of the Episodic Migraine Contingent Consideration Shares on or before the Episodic Migraine Outside Date and
    • (y) the achievement of the conditions for the issuance of the Chronic Migraine Contingent Consideration Shares on or before the Chronic Migraine Outside Date.

Company:

• The AEON Stockholder Support Agreements also restrict the ability of the applicable AEON Supporting Stockholders from selling their shares of Class A Common Stock (or any securities convertible into or exercisable or exchangeable for shares of Class A Common Stock), subject to certain permitted transfers, until the earliest of:
  • (i) the one-year anniversary of the Closing and
  • (ii) 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 AEON having the right to exchange their Common Stock for cash, securities or other property; provided, however, that:
    • (i) 50% of such shares held by the AEON Supporting Stockholders are subject to early release from the Lock-Up if the VWAP of Priveterra’s Class A Common Stock exceeds $12.50 per share on the principal exchange on which Priveterra’s Class A Common Stock is then listed or quoted for any 20 trading days within any 30 consecutive trading-day period commencing at least 150 days following the Closing Date, and
    • (ii) the remaining 50% of such shares held by the AEON Supporting Stockholders are subject to early release from the Lock-Up if the VWAP of Priveterra’s Class A Common Stock exceeds $15.00 per share on the principal exchange on which Priveterra’s Class A Common Stock is then listed or quoted for any 20 trading days within any 30 consecutive trading-day period commencing at least 150 days following the Closing Date.

EARNOUT

• 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”), which will be issued as follows:
  • (i) 1,000,000 shares of Class A Common Stock, if, on or before June 30, 2025, AEON has commenced a Phase 3 clinical study for the treatment of chronic or episodic migraine;
  • (ii) 4,000,000 shares of Class A Common Stock, if, on or before November 30, 2026, AEON has received from the U.S. Food and Drug Administration acceptance for review of the Biologics License Application (the “BLA”) submitted by AEON for the treatment of cervical dystonia;
  • (iii) 4,000,000 shares of Class A Common Stock, if, on or before June 30, 2029, AEON has received from the FDA acceptance for review of the BLA submitted by AEON for the treatment of episodic migraine, provided that this number will increase to 11,000,000 shares of Class A Common Stock if this milestone is reached prior to FDA acceptance for review of the BLA submitted by AEON for the treatment of chronic migraine; and
  • (iv) 7,000,000 shares of Class A Common Stock if, on or before June 30, 2028, AEON has received from the FDA acceptance for review of the BLA submitted by AEON for the treatment of chronic migraine, provided, however, that if AEON has achieved the episodic migraine milestone pursuant to the proviso to the foregoing clause
    • (iii) entitling AEON shareholders to 11,000,000 shares of Class A common stock, the contingent consideration in this clause
    • (iv) shall be reduced to 0 shares of Class A common stock.

NOTABLE CONDITIONS TO CLOSING

• AEON’s obligations to consummate the Merger is subject to the condition that the Available Closing Cash shall be greater than or equal to $45,000,000 (after reduction for the aggregate amount of payments made or required to be made in connection with the Priveterra Stockholder Redemption and Priveterra’s transaction expenses) and the amount of funds committed to Priveterra or AEON pursuant to any Interim Financing Arrangement.
  • The minimum cash condition was reduced from $45 million to $40 million

NOTABLE CONDITIONS TO TERMINATION

• The Business Combination Agreement may be terminated by the Company or AEON, if AEON or the Company or Merger Sub, has breached any of its respective representations, warranties, agreements or covenants contained in the Business Combination Agreement, such failure or breach would render certain conditions precedent to the Closing incapable of being satisfied, and such breach or failure is not cured or cannot be cured within the earlier of:
  • (a) 15 days of notice thereof, and
  • (b) March 1, 2023 (the “Termination Date”); provided, that in the event the S-4 Registration Statement has not been filed with the SEC on or prior to December 23, 2022.
  • The Outside date was extended to 7/21/23

ADVISORS

• 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.
• H.C. WAINWRIGHT & CO., LLC also acted as a co-capital markets advisor to Priveterra.
• Davis Polk & Wardwell LLP served as legal advisors to Priveterra.

MANAGEMENT & BOARD

Executive Officers

Robert Palmisano, 76
Chairman and Chief Executive Officer 

Mr. Palmisano has over 40 years of experience in various sectors within the healthcare industry and has been in leadership roles at several prominent global medical technology companies. Mr. Palmisano’s first role as President and Chief Executive Officer in the medical technology sector began in 1997, at Summit Technology Inc. (“Summit Technology”), a manufacturer of ophthalmic laser systems, which he held until 2000 when the company was acquired by Alcon Laboratories Inc. From 2001 to 2003, Mr. Palmisano served as President and Chief Executive Officer of MacroChem Corporation, a specialty pharmaceutical company that develops and commercializes topical pharmaceutical products. In 2003, Mr. Palmisano became the President and Chief Executive Officer of IntraLase Corp. (“IntraLase”), an ophthalmic laser technology company with a post-money valuation of $74 million at the time. Mr. Palmisano guided IntraLase through its initial public offering in 2004, with a post-money valuation of approximately $340 million, until its 2007 acquisition by Advanced Medical Optics, Inc. (“Advanced Medical Optics”) in a transaction valued at approximately $800 million in equity value. Following the sale of IntraLase, Mr. Palmisano became Chief Executive Officer of ev3 Inc. (“ev3”) in 2008, a global endovascular device company, which had a market capitalization of approximately $790 million, and held the role until 2010 when the company was acquired by Covidien plc (“Covidien”) in a transaction valued at approximately $2.6 billion in equity value. Following the sale of ev3, Mr. Palmisano became the President and Chief Executive Officer of Wright Medical Group N.V. (“Wright Medical”) in 2011, which had a market capitalization of approximately $850 million, and held the role until 2020 when the company was acquired by Stryker Corporation (“Stryker”) (NYSE:SYK) in a transaction valued at $4.7 billion in equity value. Mr. Palmisano previously served on the board of directors of Avedro, Inc., ev3 Inc., Osteotech, Inc., (NYSE: MDT) Advanced Medical Optics, Inc., Entellus Medical, Inc. and Bausch & Lomb.

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Vikram Malik, 58
President and Director

Mr. Malik has 34 years of experience in investment banking, private growth equity investments, business strategy and business development as well as corporate governance through several board positions. Mr. Malik began his investment banking career in 1987 at Swiss Bank Corporation in cross border mergers and acquisitions. After 26 years on Wall Street at various firms such as Chase Manhattan Bank, Dresdner Bank, Credit Suisse First Boston, Banc of America Securities and Bank of America Merrill Lynch, advising on M&A, equity and debt capital raising, leveraged buyouts and private placements, he retired from investment banking as Vice Chairman Investment Banking of Deutsche Bank Securities in 2013. During a very successful career on Wall Street, Mr. Malik led over $100 billion of M&A, equity and debt transactions, including some ground breaking deals such as the creation of the world’s largest dialysis products and services company, Fresenius Medical Care AG & Co. KGaA (“Fresenius”) (NYSE: FMS), in a complex, $4.2 billion, cross border, Leveraged Reverse Morris Trust transaction in 1996, which was awarded M&A Deal of The Year accolades by The Wall Street Journal. Mr. Malik’s experience also includes the $4 billion acquisition of Renal Care Group, Inc. by Fresenius in 2005, the $4.5 billion acquisition of ophthalmology leader Bausch & Lomb by Warburg Pincus LLC in 2007, and the $2 billion acquisition of a vascular access products company, Arrow International, Inc., by Teleflex Incorporated in 2007, which began its transformation from an industrial conglomerate into a medical products company, today known as Teleflex Medical. Additionally, Mr. Malik participated in the $4.3 billion spin-off of medical products conglomerate CareFusion Corp. (“CareFusion”) from Cardinal Health, Inc. (NYSE:CAH), in 2009. Mr. Malik also played lead roles in the IPOs and listings of many healthcare companies such as Fresenius, AMN Healthcare Services Inc. (NYSE:AMN), Cross Country Healthcare Inc. (Nasdaq: CCRN), IntraLase, Symmetry Medical Inc., NuVasive, Inc. (Nasdaq: NUVA), CareFusion, and Evolus, Inc. (“Evolus”) (Nasdaq: EOLS).

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Oleg Grodnensky, 43
Chief Operating Officer and Chief Financial Officer

Mr. Grodnensky has has over 20 years of experience working in finance, general advisory, business development and operations within the life sciences industry, and brings extensive financial and operational expertise to our company. Mr. Grodnensky began his career on Wall Street in 1998 focusing on leading M&A transactions, restructurings, and equity and debt capital raising in the medical technology and life science sectors. Mr. Grodnensky was part of the healthcare investment banking groups at UBS Warburg, ING Barings/?ABN AMRO, Banc of America Securities and Morgan Joseph, one of the leading SPAC boutique investment banks. At Morgan Joseph, Mr. Grodnensky served as Vice President and was responsible for new business originations and coverage of leading medical technology and life sciences companies. During his 10 year career in investment banking, Mr. Grodnensky developed a strong foundation for his business network backed by over 30 advisory roles totaling $17 billion in value. In 2008, Mr. Grodnensky transitioned from investment banking to operational business development and principal investment roles, starting with Alfa Bank in Moscow, Russia where he enabled the recovery of approximately $2 billion of the Bank’s corporate loan portfolio resulting in substantial returns to the bank’s P&L at a time when the global economy was emerging from the subprime crisis. In 2010, Mr. Grodnensky founded HV Capital, where he provided operational turnaround, strategic business development and buy-side advisory services to global healthcare and private equity firms, and acted as a principal investor in growth and venture opportunities. In May 2019, Mr. Grodnensky joined Strathspey Crown as a Partner focusing on strategic business development and capital deployment for its healthcare portfolio and currently serves as an observer on the boards of AEON Biopharma and Alphaeon Credit. In September 2020, Mr. Grodnensky founded Priveterra to focus on strategic opportunity investments into, and business incubation of, identified targets across healthcare and financial technology sectors. Mr. Grodnensky received his BS in Economics and Mathematics from Duke University in 1998.

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David Meredith, 52
Chief Legal Officer and Secretary

Mr. Meredith has over 25 years of experience advising on corporate transactions, investments and securities offerings. Mr. Meredith began his legal career in New York in 1995, advising on transactions with Mr. Grodnensky in healthcare, life sciences and pharmaceuticals. In public markets activity, Mr. Meredith has advised in connection with equity capital markets financings in New York and London by companies such as Arena Pharmaceuticals, Inc. (Nasdaq: ARNA), Incyte Corp (Nasdaq: INCY), Hologic, Inc. (Nasdaq: HOLX), Auxilium Pharmaceuticals, Inc., Innovative Drug Delivery Systems, Molecular Devices and Elekta AB (OTC: EKTAF). In debt capital markets, Mr. Meredith has advised clients in connection with high yield bond financings for rehabilitative healthcare. Mr. Meredith was a partner at Weil, Gotshal & Manges LLP (“Weil”), from 2007 through 2014. While in Weil’s Shanghai and Hong Kong offices, Mr. Meredith advised multinational corporations on their M&A and joint venture transactions in China as well as private equity funds in growth and venture capital investments. In Weil’s London office, Mr. Meredith advised private equity backed companies on dual track and IPO exits and high yield bond financings. From 2015 to 2018, Mr. Meredith was with the Qatar Investment Authority, where he became Head of Legal at a private equity unit with $1 billion under management that invested or operated in seven countries. Mr. Meredith returned to China in 2018 as partner with an offshore law firm, where he advised clients in matters such as the acquisition by New Frontier Corporation, a NYSE listed SPAC, of United Family Healthcare to create one of China’s largest publicly listed integrated private healthcare services companies. Mr. Meredith received a B.A. in Political Science from the George Washington University in 1991 and a J.D. from the George Washington University Law School in 1995.

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Board of Directors

Lance A. Berry, 48
Director

Mr. Berry has over fifteen years’ of experience in senior leadership roles for Wright Medical Group N.V. (Nasdaq: WMGI), a $1 billion global healthcare growth company. From January, 2019 to November, 2020, Mr. Berry was Executive Vice President, Chief Financial and Operations Officer, overseeing all aspects of corporate strategy, finance, tax, accounting, supply chain, manufacturing, digital strategy and execution, business development, information technology and investor relations on a global basis at Wright Medical Group. Working with Mr. Palmisano at Wright Medical, Mr. Berry oversaw many successful mergers and acquisitions, which included a variety of financing transactions. Notable transactions include the approximately $5.4 billion sale of Wright Medical to Stryker Corp. (NYSE: SYK) in 2019, Wright Medical’s $3.4 billion in equity value acquisition of Tornier N.V. in 2014, and the approximately $300 million carve out and sale of Wright Medical’s hip and knee business to Microport in 2014. Mr. Berry has also served on the board of directors of Vapotherm Inc. (NYSE: VAPO) since January 2020. Prior to assuming his role as Executive Vice President, Chief Financial and Operations Officer, Mr Berry was Senior Vice President and Chief Financial Officer of Wright Medical from 2009 to January 2019 and Corporate Controller from 2002 to 2009. Mr. Berry and Mr. Palmisano have worked with one another for nine years. Mr. Berry also worked with Mr. Malik during his time as CFO of Wright Medical.

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James A. Lightman, 62
Director 

Mr. Lightman has over two decades of corporate legal experience and brings a diverse skill set in managing complex legal and business matters for public and private healthcare and medical device companies. He has held chief legal officer positions with leading healthcare technology companies including Eyeonics, Inc., IntraLase Corp., Summit Autonomous Inc., Amicore, Inc. and Wright Medical Group, N.V. From 2008 to 2009, Mr. Lightman served as Vice President and Assistant General Counsel at Bausch & Lomb, where he most recently held the position of Vice President, Global Sales Operations until 2011. In 2011, Mr. Lightman joined Wright Medical Group, Inc. as Senior Vice President, General Counsel and Secretary, a position he held until November, 2020, when Wright was acquired by Stryker Corp. In December, 2020, Mr. Lightman was appointed Senior Vice President and General Counsel of Vapotherm, Inc., the position he currently holds. Mr. Lightman holds a juris doctor degree cum laude from the Boston University School of Law and a bachelor’s degree magna cum laude from the Boston University School of Management. He is a member of the Massachusetts Bar. Over the last twenty two years, Mr. Lightman and Mr. Palmisano have worked together in multiple healthcare technology companies. Mr. Lightman, while acting as General Counsel at IntraLase and Wright, worked with Mr. Malik as well.

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Julie B. Andrews, 49
Director 

Ms. Andrews has over fifteen years’ experience in senior finance leadership roles with leading medical technology companies and brings a broad skill set in executing strategic initiatives and leading global finance organizations. From August, 2019 to November, 2020, Ms. Andrews held the position of Senior Vice President, Global Finance with Wright Medical Group N.V. (Nasdaq: WMGI) with responsibility for the finance, accounting, tax and treasury functions. During her time at Wright Medical, Ms. Andrews played key leadership roles in several successful mergers and acquisitions. These included leading the divestiture and carve-out of the approximately $300 million sale of the hip and knee business to Microport, providing leadership oversight for Wright Medical’s $3.3 billion in equity value acquisition of Tornier, N.V., and leading the diligence and integration planning of the sale of Wright Medical to Stryker Corp. Ms. Andrews was Vice President, Chief Accounting Officer from October 2015 to August 2019. Prior to joining Wright Medical, Ms. Andrews spent fourteen years at Medtronic, Inc., a global medical device company. During her tenure with Medtronic, Ms. Andrews held numerous key financial positions including Vice President, Finance (Business Unit CFO) for the $3.5 billion Spine and Biologics business. Ms. Andrews began her career working with Thomas & Betts Corporation in Memphis, Tennessee and Thomas Havey, LLP in Chicago, Illinois. Ms. Andrews received a BS in Accounting from Indiana University NW in 1993. Ms. Andrews and Mr. Palmisano have worked with one another for eight years.

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