AEON Biopharma Files 8-K: Agreements, Equity Sales

TL;DR

AEON Biopharma dropped an 8-K detailing new deals and stock sales. Check it out.

AI Summary

AEON Biopharma, Inc. filed an 8-K on December 15, 2025, reporting on several key events. These include entering into a material definitive agreement, unregistered sales of equity securities, and Regulation FD disclosures. The filing also contains financial statements and exhibits related to these activities.

Why It Matters

This 8-K filing provides crucial updates on AEON Biopharma's material agreements and equity transactions, offering insights into the company's financial activities and potential future developments.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can indicate significant corporate actions and potential dilution.

Key Numbers

• 20251215 — Report Date (Date of the earliest event reported in the 8-K filing.)

Key Players & Entities

• AEON Biopharma, Inc. (company) — Registrant
• Priveterra Acquisition Corp. (company) — Former Company Name
• 001-40021 (company) — SEC File Number
• 853940478 (company) — IRS Employer Identification Number

FAQ

Key Financial Figures

• $0.0001 — hich registered Class A Common Stock, $0.0001 par value per share AEON NYSE Ameri
• $15,000,000 — notes in the principal amount of up to $15,000,000 (the "Convertible Notes"), which are co
• $1 — ble Note (as defined below), divided by $1.00, and then multiplied by 1.3 (and rou
• $1,500,000 — new senior secured convertible note for $1,500,000 (the "New Convertible Note"), and (iii)
• $1.09392 — of Common Stock at an exercise price of $1.09392 per share (the "Common Stock Warrant").
• $30.0 million — ash proceeds to the Company of at least $30.0 million (a "Qualified Financing"), then, upon w

Filing Documents

• aeon-20251215x8k.htm (8-K) — 66KB
• aeon-20251215xex4d1.htm (EX-4.1) — 174KB
• aeon-20251215xex4d2.htm (EX-4.2) — 129KB
• aeon-20251215xex4d3.htm (EX-4.3) — 123KB
• aeon-20251215xex10d1.htm (EX-10.1) — 177KB
• aeon-20251215xex99.htm (EX-99) — 22KB
• aeon-20251215xex4d1002.jpg (GRAPHIC) — 1KB
• aeon-20251215xex99001.jpg (GRAPHIC) — 4KB
• 0001837607-25-000092.txt ( ) — 947KB
• aeon-20251215.xsd (EX-101.SCH) — 3KB
• aeon-20251215_def.xml (EX-101.DEF) — 3KB
• aeon-20251215_lab.xml (EX-101.LAB) — 17KB
• aeon-20251215_pre.xml (EX-101.PRE) — 10KB
• aeon-20251215x8k_htm.xml (XML) — 5KB

01. Entry Into a Material Definitive Agreement

Item 1.01. Entry Into a Material Definitive Agreement . Exchange Agreement As previously disclosed, on March 19, 2024, AEON Biopharma Inc., a Delaware corporation (the "Company") entered into a subscription agreement with Daewoong Pharmaceuticals, Co., LTD ("Daewoong") relating to the Company's sale and issuance of senior secured convertible notes in the principal amount of up to $15,000,000 (the "Convertible Notes"), which are convertible into shares of Class A common stock, par value $0.0001 per share (the "Common Stock"), subject to certain conditions and limitations set forth in each Convertible Note. As also previously disclosed, on November 12, 2025, the Company entered into a binding term sheet (the "Term Sheet") with Daewoong relating to an exchange of the Convertible Notes (the "Exchange"). On December 15, 2025, the Company and AEON Biopharma Sub, Inc., a Delaware corporation (the "AEON Sub") entered into an Exchange Agreement (the "Exchange Agreement") with Daewoong consistent with the terms of the Term Sheet pursuant to which the Convertible Notes held by Daewoong would be exchanged for (i) newly issued shares of Common Stock of the Company equal to (x) the principal and accrued interest of the Convertible Notes as of the closing of the Exchange (as defined below) less (y) the principal amount of the New Convertible Note (as defined below), divided by $1.00, and then multiplied by 1.3 (and rounded down to the nearest whole share of Common Stock) and/or pre-funded warrants to purchase shares of Common Stock (the "Pre-Funded Warrants") in lieu of any shares of Common Stock that would result in Daewoong's beneficial ownership of Common Stock exceeding 49.99% (the "Exchange Shares"), (ii) a new senior secured convertible note for $1,500,000 (the "New Convertible Note"), and (iii) warrants to purchase up to 8,000,000 shares of Common Stock at an exercise price of $1.09392 per share (the "Common Stock Warrant"). The Company estimates that the number of

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information contained above in Item 1.01 relating to the Exchange is hereby incorporated by reference into this Item 3.02. Based in part upon the representations of Daewoong in the Exchange Agreement, the offering and sale of the securities described above are being offered and sold in a private placement under Section 4(a)(2) of the Securities Act, and have not been registered under the Securities Act, or applicable state securities laws. Accordingly, such securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy shares of Common Stock or other securities of the Company.

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On December 15, 2025, the Company issued a press release announcing the events described in Item 1.01 above. A copy of the press release is furnished as Exhibit 99.1. The information furnished under this Item 7.01 (including Exhibit 99.1) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (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 of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Forward-Looking Statements

Forward-Looking Statements This communication includes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. All statements other than statements of historical fact included in this communication regarding the Company's business strategy, plans, goal, and objectives are forward-looking statements, including without limitation statements regarding the Company's ability to consummate the Exchange as contemplated by the Exchange Agreement. When used in this Current Report, the words "believe," "project," "expect," "anticipate," "estimate," "intend," "seek," "budget," "target," "aim," "strategy," "plan," "guidance," "outlook," "intent," "may," "should," "could," "will," "would," "will be," "will continue," "will likely result," and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on the Company's current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. Forward-looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and many of which are beyond our control. These risks include, but are not limited to the inability to close the proposed Exchange due to the failure to obtain stockholder approval or the failure to satisfy other conditions to closing of the proposed Exchange and other risks and uncertainties set forth in the Company's filings with the SEC from time to time. Should one or more of these risks or uncertainties occur, or should underlying assumptions prove incorrect, the Company's actual results and plans could differ materially from those expressed in any forward-looking statements. These risks are not exhaustive and the information in this Current Report may be subject to additional risks. You are cautioned no

01. Financial Statement and Exhibits

Item 9.01. Financial Statement and Exhibits. (d) Exhibits. Exhibit No. Description 4.1 Form of Senior Secured Convertible Note . 4.2 Form of Pre-Funded Warrant . 4.3 Form of Common Warrant . 10.1 Exchange Agreement, dated as of December 15, 2025, by and among AEON Biopharma, Inc., AEON Biopharma Sub, Inc., and Daewoong Pharmaceutical Co. Ltd. 99.1 Press Release, December 15, 2025 . 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: December 15, 2025 By: /s/ Robert Bancroft Robert Bancroft Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR