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Item 5. Other Information

2024-03-29 compared with 2022-03-03 · 66 added, 11 removed, 10 unchanged (89% of the section changed)

Other Information

Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to 18 U.S.C.

During the fiscal quarter ended September 30, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (in each case, as defined in Item 408 of Regulation S-K).

See Exhibit Index.

EXHIBIT INDEX

Business Combination Agreement, dated as of December 12, 2022, by and among Priveterra Acquisition Corp., Priveterra Merger Sub, Inc.

and AEON Biopharma, Inc.

(incorporated by reference to Exhibit 2.1 to the Form 8-K filed by Priveterra Acquisition Corp.

with the SEC on December 13, 2022)

Amendment No.

1 to Business Combination Agreement, dated as of April 27, 2023, by and among Priveterra Acquisition Corp., AEON Biopharma, Inc.

and Priveterra Merger Sub, Inc.

(incorporated by reference to Exhibit 2.1 to the Form 8-K filed by Priveterra Acquisition Corp.

with the SEC on May 1, 2023)

Third Amended and Restated Certificate of Incorporation of AEON Biopharma, Inc.

(incorporated by reference to Exhibit 3.1 to the Form 8-K filed by the Company with the SEC on July 27, 2023)

Amended and Restated Bylaws of AEON Biopharma, Inc.

(incorporated by reference to Exhibit 3.2 to the Form 8-K filed by the Company with the SEC on July 27, 2023)

Warrant Agreement between Priveterra Acquisition Corp.

and Continental Stock Transfer & Trust Company, dated as of February 8, 2021 (incorporated by reference to Exhibit 4.1 to the Form 10-K filed by Priveterra Acquisition Corp.

with the SEC on March 28, 2022)

Specimen Warrant Certificate (incorporated by reference to Exhibit 4.1 to the Form 10-K filed by Priveterra Acquisition Corp.

with the SEC on March 28, 2022)

Form of Senior Secured Convertible Note, by and among AEON Biopharma, Inc., Daewoong Pharmaceutical Co., LTD.

and AEON Biopharma Sub, Inc.

(incorporated by reference to Exhibit 4.1 to the Form 8-K filed by the Company with the SEC on March 19, 2024)

Amended and Restated Employment Agreement, by and between AEON Biopharma, Inc.

and Marc Forth (incorporated by reference to Exhibit 10.11 to the Form 8-K filed by the Company with the SEC on July 27, 2023)

Employment Agreement, by and between AEON Biopharma, Inc.

and Chad Oh (incorporated by reference to Exhibit 10.12 to the Form 8-K filed by the Company with the SEC on July 27, 2023)

Employment Agreement, by and between AEON Biopharma, Inc.

and Alex Wilson (incorporated by reference to Exhibit 10.13 to the Form 8-K filed by the Company with the SEC on July 27, 2023)

Amended and Restated Registration Rights Agreement, dated as of July 21, 2023, by and between AEON Biopharma, Inc.

and the stockholders party thereto (incorporated by reference to Exhibit 10.20 to the Form 8-K filed by the Company with the SEC on July 27, 2023)

Termination Agreement, dated March 18, 2024, by and between AEON Biopharma, Inc.

and ACM ARRT J LLC (incorporated by reference to Exhibit 10.5 to the Form 8-K filed by the Company with the SEC on March 19, 2024)

Termination Agreement, dated March 18, 2024, by and between AEON Biopharma, Inc.

and Polar Multi-Strategy Fund (incorporated by reference to Exhibit 10.6 to the Form 8-K filed by the Company with the SEC on March 19, 2024)

Subscription Agreement, dated March 19, 2024, by and between AEON Biopharma, Inc., Daewoong Pharmaceutical Co., LTD.

and AEON Biopharma Sub, Inc.

(incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Company with the SEC on March 19, 2024)

Security Agreement, dated March 19, 2024, by and among AEON Biopharma, Inc., Daewoong Pharmaceutical Co., LTD.

and AEON Biopharma Sub, Inc.

(incorporated by reference to Exhibit 10.2 to the Form 8-K filed by the Company with the SEC on March 19, 2024)

Guaranty, dated March 19, 2024, by and between Daewoong Pharmaceutical Co., LTD.

and AEON Biopharma Sub, Inc.

(incorporated by reference to Exhibit 10.3 to the Form 8-K filed by the Company with the SEC on March 19, 2024)

Fourth Amendment to License and Supply Agreement, dated March 19, 2024, by and between AEON Biopharma, Inc.

and Daewoong Pharmaceutical Co., LTD.

(incorporated by reference to Exhibit 10.4 to the Form 8-K filed by the Company with the SEC on March 19, 2024)

Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Chief Executive Officer Pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to 18 U.S.C.

Certification of Chief Financial Officer Pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

Filed herewith.

These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

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.

/s/ Oleg Grodnensky

Oleg Grodnensky

Chief Financial Officer

The annexes, schedules, and certain exhibits to this Exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

The Company hereby agrees to furnish supplementally a copy of any omitted annex, schedule or exhibit to the SEC upon request.

Indicates a management contract or compensatory plan.

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, duly authorized.

March 29, 2024

AEON BIOPHARMA, INC.

/s/ Marc Forth

President, Chief Executive Officer

(Principal Executive Officer)

/s/ Peter Reynolds

Peter Reynolds

Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q/A

Item 5. Other Information