AEON Biopharma Files 8-K: Agreements, Sales, and Financials

TL;DR

AEON Biopharma 8-K: Material agreements entered and terminated, equity sales, and financial disclosures filed March 18, 2024.

AI Summary

On March 18, 2024, AEON Biopharma, Inc. entered into a material definitive agreement and also terminated a material definitive agreement. The company also disclosed an obligation under an off-balance sheet arrangement and reported unregistered sales of equity securities. This filing also includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions by AEON Biopharma, including changes to agreements and equity transactions, which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — The filing details material definitive agreements, terminations, and unregistered equity sales, which can introduce financial and operational risks.

Key Players & Entities

• AEON Biopharma, Inc. (company) — Registrant
• March 18, 2024 (date) — Date of earliest event reported
• Priveterra Acquisition Corp. (company) — Former company name

FAQ

Key Financial Figures

• $0.0001 — hich registered Class A Common Stock, $0.0001 par value per share AEON NYSE Ameri
• $15.0 m — otes") in the principal amount of up to $15.0 million, which are convertible into share
• $5,000,000 — ertible Note in the principal amount of $5,000,000 (the "Initial Closing"). The Subscripti
• $10,000,000 — ertible Note in the principal amount of $10,000,000 no later than thirty (30) days followin
• $30.0 million — ash proceeds to the Company of at least $30.0 million (a "Qualified Financing"), then, upon w
• $1.00 — share price of Common Stock is at least $1.00 per share. If, prior to the Maturity D
• $1,500,000 — i) the Company will be subject to up to $1,500,000 in liquidated damages if it fails to me
• $15.0 million — ommon Stock issuable upon conversion of $15.0 million of Convertible Notes, assuming the maxi

Filing Documents

• aeon-20240318x8k.htm (8-K) — 79KB
• aeon-20240318xex4d1.htm (EX-4.1) — 173KB
• aeon-20240318xex10d1.htm (EX-10.1) — 232KB
• aeon-20240318xex10d2.htm (EX-10.2) — 366KB
• aeon-20240318xex10d3.htm (EX-10.3) — 42KB
• aeon-20240318xex10d4.htm (EX-10.4) — 30KB
• aeon-20240318xex10d5.htm (EX-10.5) — 34KB
• aeon-20240318xex10d6.htm (EX-10.6) — 35KB
• aeon-20240318xex99d1.htm (EX-99.1) — 23KB
• aeon-20240318xex4d1002.jpg (GRAPHIC) — 1KB
• aeon-20240318xex99d1001.jpg (GRAPHIC) — 4KB
• 0001837607-24-000006.txt ( ) — 1356KB
• aeon-20240318.xsd (EX-101.SCH) — 4KB
• aeon-20240318_def.xml (EX-101.DEF) — 14KB
• aeon-20240318_lab.xml (EX-101.LAB) — 16KB
• aeon-20240318_pre.xml (EX-101.PRE) — 14KB
• aeon-20240318x8k_htm.xml (XML) — 7KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Senior Secured Convertible Note Financing On March 19, 2024, AEON Biopharma, Inc. ("AEON" or the "Company") and AEON Biopharma Sub, Inc., a subsidiary of the Company ("AEON Sub"), entered into a subscription agreement (the "Subscription Agreement") with Daewoong Pharmaceutical Co., LTD. ("Daewoong") relating to the sale and issuance by the Company of senior secured convertible notes (each, a "Convertible Note" and together, the "Convertible Notes") in the principal amount of up to $15.0 million, which are convertible into shares of the Company's Class A common stock, par value $0.0001 ("Common Stock"), subject to certain conditions and limitations set forth in each Convertible Note. AEON Sub is guaranteeing the Company's obligations under each Convertible Note (the "Guarantor"). The Company will use the net proceeds from each Convertible Note to support the late-stage clinical development of its lead product candidate ABP-450 and for general working capital purposes. Subscription Agreement Pursuant to the terms of the Subscription Agreement, no later than ten (10) days following March 19, 2024, the Company will issue and sell to Daewoong one Convertible Note in the principal amount of $5,000,000 (the "Initial Closing"). The Subscription Agreement further provides that the Company will issue and sell to Daewoong a second Convertible Note in the principal amount of $10,000,000 no later than thirty (30) days following the Company's compliance with certain conditions set forth in the Subscription Agreement (the "Subsequent Closing"), including the Company's execution of an amendment to that certain License and Supply Agreement, by and between the Company and Daewoong, dated December 20, 2019, as amended on July 29, 2022, January 8, 2023 and April 24, 2023 (the "Original License Agreement"). The Subscription Agreement provides that, no later than ten (10) days following the Subsequent Closing, the Company wil

02. Termination of a Material Definitive Agreement

Item 1.02. Termination of a Material Definitive Agreement. On March 18, 2024, the Company and ACM ARRT J LLC ("ACM") entered into a termination agreement (the "ACM Termination Agreement") terminating that certain Forward Purchase Agreement, dated June 29, 2023, by and among the Company (f/k/a Priveterra Acquisition Corp.), AEON Sub and ACM (the "ACM FPA"). The ACM Termination Agreement provides that (i) ACM will retain 3,100,000 previously issued shares of Common Stock held by ACM pursuant to the ACM FPA and its respective subscription agreement (the "ACM Retained Shares") and (ii) the Company will be subject to up to $1,500,000 in liquidated damages if it fails to meet certain registration requirements for the ACM Retained Shares, subject to certain conditions set forth in the ACM Termination Agreement. On March 18, 2024, the Company and Polar Multi-Strategy Fund ("Polar") entered into a termination agreement (the "Polar Termination Agreement") terminating that certain Forward Purchase Agreement, dated June 29, 2023, by and among the Company (f/k/a Priveterra Acquisition Corp.), AEON Sub and Polar (the "Polar FPA"). The Polar Termination Agreement provides that (i) Polar will retain 3,175,000 previously issued shares of Common Stock held by Polar pursuant to the Polar FPA and its respective subscription agreement (the "Polar Retained Shares") and (ii) the Company will be subject to up to $1,500,000 in liquidated damages if it fails to meet certain registration requirements for the Polar Retained Shares, subject to certain conditions set forth in the Polar Termination Agreement. The foregoing descriptions of the ACM Termination Agreement and the Polar Termination Agreement are qualified in their entirety by reference to the full text of the ACM Termination Agreement and the Polar Termination Agreement, which are attached to this Current Report as Exhibits 10.5 and 10.6, respectively, which are incorporated herein by reference. Item 2.03. Creation of a Direct Fi

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The information set forth above in Item 1.01 of this Current Report under the caption "Senior Secured Convertible Note Financing" is incorporated into this Item 3.02 by reference in its entirety. The transactions contemplated by the Subscription Agreement were undertaken in reliance upon an exemption from the registration requirements of Section 4(a)(2) of the Securities Act. The securities issued or issuable pursuant to the Subscription Agreement may not be re-offered or sold in the United States absent an effective registration statement or an exemption from the registration requirements under applicable federal and state securities laws. Any issuance of Common Stock upon conversion of a Convertible Note will be made pursuant to an exemption from registration under the Securities Act solely for the holder's own account. The maximum number of shares of Common Stock issuable upon conversion of $15.0 million of Convertible Notes, assuming the maximum accrued interest prior to the Maturity Date and consummation of the Automatic Conversion or the Optional Conversion, will be 28,737,150 shares, subject to customary anti-dilution adjustments.

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On March 19, 2024, the Company issued a press release announcing certain clinical updates, a copy of which is furnished as Exhibit 99.1 to this Form 8-K and incorporated herein by reference. The information furnished under this Item 7.01 (including Exhibit 99.1) shall not be deemed "filed" for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing. Cautionary Note Regarding Forward-Looking Statements Certain statements in this Current Report may be considered forward-looking statements. Forward-looking statements generally relate to future events or AEON's future financial or operating performance. For example, statements regarding the closing of each installment of the Private Placement, AEON's expected capital resources and liquidity needs and the anticipated timing of AEON's clinical results are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "plan", "possible", "forecast", "expect", "intend", "will", "estimate", "anticipate", "believe", "predict", "potential" or "continue", or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by AEON and its management, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: (i) the outcome of any legal proceedings that may be instituted against AEON or others;

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 4.1 Form of Senior Secured Convertible Note, by and among AEON Biopharma, Inc., Daewoong Pharmaceutical Co., LTD. and AEON Biopharma Sub, Inc. 10.1 Subscription Agreement, dated March 19, 2024, by and between AEON Biopharma, Inc., Daewoong Pharmaceutical Co., LTD. and AEON Biopharma Sub, Inc. 10.2 Security Agreement, dated March 19, 2024, by and among AEON Biopharma, Inc., Daewoong Pharmaceutical Co., LTD. and AEON Biopharma Sub, Inc. 10.3 Guaranty, dated March 19, 2024, by and between Daewoong Pharmaceutical Co., LTD. and AEON Biopharma Sub, Inc. 10.4 Fourth Amendment to License and Supply Agreement, dated March 19, 2024, by and between AEON Biopharma, Inc. and Daewoong Pharmaceutical Co., LTD. 10.5 Termination Agreement, dated March 18, 2024, by and between AEON Biopharma, Inc. and ACM ARRT J LLC. 10.6 Termination Agreement, dated March 18, 2024, by and between AEON Biopharma, Inc. and Polar Multi-Strategy Fund. 99.1 Press Release, dated March 19, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. AEON Biopharma, Inc. Date: March 19, 2024 By: /s/ Marc Forth Marc Forth Chief Executive Officer

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View this 8-K filing on SEC EDGAR