AEON Biopharma Files Current Report on Form 8-K

TL;DR

AEON Biopharma (AEON) filed an 8-K on Jan 6, 2025, disclosing a material definitive agreement.

AI Summary

On January 6, 2025, AEON Biopharma, Inc. entered into a material definitive agreement. The company, formerly known as Priveterra Acquisition Corp., is incorporated in Delaware and operates in the pharmaceutical preparations sector. This filing is a current report on Form 8-K.

Why It Matters

This filing indicates a significant event for AEON Biopharma, Inc., requiring disclosure to investors and the public regarding a material definitive agreement.

Risk Assessment

Risk Level: low — This is a standard regulatory filing (8-K) reporting a material definitive agreement, which does not inherently indicate high risk.

Key Numbers

• 001-40021 — SEC File Number (Identifies the company's filing with the SEC)
• 85-3940478 — IRS Employer Identification Number (Company's tax identification number)

Key Players & Entities

• AEON Biopharma, Inc. (company) — Registrant
• Priveterra Acquisition Corp. (company) — Former company name
• January 6, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 5 Park Plaza Suite 1750 Irvine, CA 92614 (address) — Principal executive offices

FAQ

Key Financial Figures

• $0.0001 — ich registered Class A Common Stock, $0.0001 par value per share AEON NYSE Ameri
• $0.625 — ock per warrant at an exercise price of $0.625 (the "Series A Warrants") and (iii) one
• $18.3 million — received net proceeds of approximately $18.3 million from the Offering, after deducting the

Filing Documents

• tm2432042d4_8k.htm (8-K) — 36KB
• tm2432042d4_ex4-1.htm (EX-4.1) — 153KB
• tm2432042d4_ex4-2.htm (EX-4.2) — 125KB
• tm2432042d4_ex10-1.htm (EX-10.1) — 298KB
• tm2432042d4_ex99-1.htm (EX-99.1) — 18KB
• tm2432042d4_ex99-2.htm (EX-99.2) — 16KB
• tm2432042d4_ex99-1img001.jpg (GRAPHIC) — 2KB
• tm2432042d4_ex99-2img008.jpg (GRAPHIC) — 7KB
• tm2432042d4_ex99-2img009.jpg (GRAPHIC) — 7KB
• tm2432042d4_ex99-2img010.jpg (GRAPHIC) — 7KB
• 0001104659-25-001665.txt ( ) — 993KB
• aeon-20250106.xsd (EX-101.SCH) — 3KB
• aeon-20250106_lab.xml (EX-101.LAB) — 33KB
• aeon-20250106_pre.xml (EX-101.PRE) — 22KB
• tm2432042d4_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On January 6, 2025, AEON Biopharma, Inc. entered into an underwriting agreement (the "Underwriting Agreement") with Aegis Capital Corp. ("Aegis" or the "Underwriter") pursuant to which the Company agreed to sell and issue, in an underwritten public offering (the "Offering") 40,000,000 Common Units, each consisting of (i) one (1) share of Common Stock, (ii) one (1) Series A Registered Common Warrant to purchase one (1) share of Common Stock per warrant at an exercise price of $0.625 (the "Series A Warrants") and (iii) one (1) Series B Registered Common Warrant to purchase one (1) share of Common Stock per warrant at an exercise price of $0.625 (the "Series B Warrants" and together with the Series A Warrants, the "Warrants"). No Pre-Funded Warrants were sold in the offering. Additionally, the Company granted Aegis a 45-day option to purchase additional shares of Common Stock and/or Warrants of (i) up to 15.0% of the number of shares of Common Stock sold in the offering, (ii) up to 15.0% of the number of Series A Warrants sold in the offering and (iii) up to 15.0% of the number of Series B Warrants sold in the offering. The purchase price per additional share of Common Stock is equal to the public offering price of one Common Unit (less $0.0001 allocated to each full Warrant), less the underwriting discount. The purchase price per additional Warrant is $0.0001. On January 7, 2025, Aegis exercised its over-allotment option with respect to 6,000,000 Series A Warrants and 6,000,000 Series B Warrants. The Offering was made pursuant to that certain Registration Statement on Form S-3, as amended (File No. 333-281562), which was originally filed on August 15, 2024, and declared effective by the Securities and Exchange Commission on August 21, 2024, including the Prospectus contained therein and a prospectus supplement dated January 6, 2025, filed with the Securities and Exchange Commission on January 7, 2025. The clos

01 Other Events

Item 8.01 Other Events. On January 6, 2025, the Company issued a press release announcing the pricing of the Offering, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference herein. Also, on January 7, 2025, the Company issued a press release announcing the closing of the Offering, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K and is hereby incorporated by reference herein. Exhibits 9.01 Financial Statements and Exhibits Exhibit No. Description 4.1 Form of Series A Warrant 4.2 Form of Series B Warrant 10.1 Underwriting Agreement between the Company and Aegis Capital Corp., dated January 6, 2025 99.1 Pricing Press Release, dated January 6, 2025 99.2 Closing Press Release, dated January 7, 2025 104 Cover Page Interactive Data File (embedded with 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: January 7, 2025 By: /s/ Marc Forth Marc Forth Chief Executive Officer

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View this 8-K filing on SEC EDGAR