Form 8-K - Current report

0001837607false00018376072024-05-142024-05-14

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 14, 2024

AEON Biopharma, Inc.

(Exact name of registrant as specified in its charter)

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Delaware		001-40021		85-3940478
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification Number)

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5 Park Plaza

Suite 1750

Irvine, CA 92614

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: [phone]

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

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Title of each class		Trading Symbol		Name of each exchange on which registered
Class A Common Stock, $0.0001 par value per share	​	AEON	​	NYSE American

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.      ☐

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Item 2.02. Results of Operations and Financial Condition.

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On May 14, 2024, AEON Biopharma, Inc. (the “Company” or “AEON”) announced financial results for the fiscal quarter ended March 31, 2024. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K (this “Report”).

The information furnished in this Item 2.02 of this Report (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 incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such a filing.

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Item 9.01. Financial Statement and Exhibits.

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(d) Exhibits.

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Exhibit No.							Description
​		​					​
99.1							Press Release, dated May 14, 2024.
104		​					Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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.

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​	AEON Biopharma, Inc.
Date: May 14, 2024	By:	/s/ Marc Forth
​	​	Marc Forth
​	​	Chief Executive Officer

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Exhibit 99.1

‌PRESS RELEASE

AEON Biopharma Reports First Quarter 2024 Financial Results

– Ongoing analysis of interim data from the Phase 2 study of ABP-450 in chronic migraine, which did not achieve its primary or secondary endpoints –

– Evaluating next-steps across the Company’s late-stage clinical pipeline for ABP-450 that targets multiple indications –

IRVINE, Calif., May 14, 2024 – AEON Biopharma, Inc. (“AEON” or the “Company”) (NYSE: AEON), a clinical-stage biopharmaceutical company focused on developing a proprietary botulinum toxin complex for the treatment of multiple debilitating medical conditions, announced financial results for the first quarter ended March 31, 2024, and provided a business update.

“We continue to believe in our development pipeline for ABP-450, which targets a number of indications that have well-founded scientific rationale to pursue in early- and late-stage clinical trials. Several of the late-stage clinical programs are candidates to advance into the next phase of clinical development,” commented Marc Forth, AEON’s President and Chief Executive Officer. “We look forward to keeping you apprised of our progress and updated timelines across the development strategy for our pipeline.”

Recent Clinical and Corporate Highlights

●Phase 2 study of ABP-450 in episodic and chronic migraine:

oChronic Migraine - Interim Analysis: The topline interim analysis did not achieve its primary or secondary endpoints. The Company is continuing its analysis of interim data from the study. The Phase 2 randomized, double-blind, placebo-controlled study is evaluating the efficacy and safety of ABP-450 for the prevention of chronic migraine in adults who suffer from 15 or more headache days per month and at least 8 migraine days per month. The study has enrolled a total of 492 patients across approximately 50 sites in the United States, Canada and Australia.

oEpisodic Migraine End-of-Phase 2 Meeting with U.S. FDA: In the first quarter of 2024, the Company held a productive end-of-Phase 2 (EOP2) meeting with the U.S. Food and Drug Administration to present the Company’s Phase 2 episodic migraine study results, which demonstrated a favorable safety profile for patients with episodic migraine and achieved key prespecified secondary endpoints, although it did not statistically separate from placebo with respect to the primary endpoint. The meeting resulted in a preliminary alignment on the design and endpoints for the proposed pivotal Phase 3 trial.

●Completed $15 Million Private Placement Agreements

oIn April 2024, the Company received the second and final installment from its definitive agreements relating to a private placement of $15 million aggregate principal amount of senior secured convertible notes (the “Notes”) with its strategic partner, Daewoong Pharmaceutical Co., LTD (“Daewoong”). Proceeds from the private placement are being used for general working capital purposes.

oIn connection with the receipt of the final installment of the Notes, Seongsoo (Shawn) Park was appointed to the Company’s Board of Directors as Daewoong’s representative.

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Exhibit 99.1

‌PRESS RELEASE

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About AEON Biopharma

AEON is a clinical stage biopharmaceutical company focused on developing its proprietary botulinum toxin complex, ABP-450 (prabotulinumtoxinA) injection, or ABP-450, for debilitating medical conditions, with an initial focus on the neurosciences market. ABP-450 is the same botulinum toxin complex that is currently approved and marketed for cosmetic indications by Evolus under the name Jeuveau. ABP-450 is manufactured by Daewoong in compliance with current Good Manufacturing Practice, or cGMP, in a facility that has been approved by the U.S. Food and Drug Administration, Health Canada and European Medicines Agency. AEON has exclusive development and distribution rights for therapeutic indications of ABP-450 in the United States, Canada, the European Union, the United Kingdom, and certain other international territories. The Company has built a highly experienced management team with specific experience in biopharmaceutical and botulinum toxin development and commercialization. To learn more about AEON, visit www.aeonbiopharma.com.

Forward-Looking Statements

Certain statements in this press release 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; (ii) AEON’s future capital requirements, including with respect to potential obligations pursuant to the forward purchase agreements; (iii) AEON’s ability to raise financing in the future; (iv) AEON’s ability to continue to meet continued stock exchange listing standards; (v) the possibility that AEON may be adversely affected by other economic, business, regulatory, and/or competitive factors; and (vi) other risks and uncertainties set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Company’s filings with the Securities and Exchange Commission (the "SEC"), which are available on the SEC’s website at www.sec.gov.

Nothing in this press release should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. AEON does not undertake any duty to update these forward-looking statements.

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Exhibit 99.1

‌PRESS RELEASE

Contacts

Investor Contact:
Corey Davis, Ph.D.
LifeSci Advisors
[phone]
[e-mail]

Source: AEON Biopharma

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Exhibit 99.1

‌PRESS RELEASE

AEON BIOPHARMA, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share data and par value amounts)

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​	​	​	​	​	​	​	​
​	​	Successor		​	Successor		​
​	​	March 31,		​	December 31,		​
​		2024			2023		​
​	​	(Unaudited)		​	​		​
ASSETS		​			​		​
Current assets:		​			​		​
Cash and cash equivalents	​	$	1,558	​	$	5,158	​
Prepaid expenses and other current assets	​		940	​		1,064	​
Total current assets	​		2,498	​		6,222	​
Property and equipment, net	​		307	​		332	​
Operating lease right-of-use asset	​		198	​		262	​
Other assets	​		29	​		29	​
Total assets	​	$	3,032	​	$	6,845	​
LIABILITIES AND STOCKHOLDERS' DEFICIT	​			​			​
Current liabilities:	​			​			​
Accounts payable	​	$	6,523	​	$	3,388	​
Accrued clinical trials expenses	​		984	​		5,128	​
Accrued compensation	​		1,338	​		943	​
Forward purchase agreements liquidated damages	​	​	3,000	​	​	—	​
Other accrued expenses	​		4,112	​		3,590	​
Total current liabilities	​		15,957	​		13,049	​
Convertible notes at fair value, including related party amount of $5,087 and $0, at March 31, 2024 and December 31, 2023, respectively	​		5,087	​		—	​
Warrant liability	​	​	12,000	​	​	1,447	​
Contingent consideration liability	​	​	168,119	​	​	104,350	​
Embedded forward purchase agreements and derivative liabilities	​	​	250	​	​	41,043	​
Total liabilities	​		201,413	​		159,889	​
Commitments and contingencies	​			​			​
Stockholders’ Deficit:	​			​		​	​
Class A common stock, $0.0001 par value; 500,000,000 shares authorized at March 31, 2024 and December 31, 2023, and 38,120,288 and 37,159,600 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively	​		4	​		4	​
Additional paid-in capital	​		393,235	​		381,264	​
Subscription receivables	​	​	—	​	​	(60,710)	​
Accumulated deficit	​		(591,620)	​		(473,602)	​
Total stockholders' deficit	​		(198,381)	​		(153,044)	​
Total liabilities and stockholders' deficit	​	$	3,032	​	$	6,845	​

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Exhibit 99.1

PRESS RELEASE

AEON BIOPHARMA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(in thousands, except share and per share data)

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​	​	​	​	​	​	​	​
​		Three Months Ended
​	​	March 31,
​	​	2024				2023
​	​	​	Successor	​	​	​	Predecessor
Operating expenses:		​	​		​	​
Selling, general and administrative	​	$	4,649	​	​	$	3,841
Research and development	​		5,732	​	​		9,205
Change in fair value of contingent consideration	​		63,769	​	​		—
Total operating costs and expenses	​		74,150	​	​		13,046
Loss from operations	​		(74,150)	​	​		(13,046)
Other (loss) income:	​			​	​
Change in fair value of convertible notes	​		(87)	​	​		(4,657)
Change in fair value of warrants	​		(20,903)	​	​		—
Loss on embedded forward purchase agreements and derivative liabilities, net	​	​	(22,917)	​	​		—
Other income, net	​		39	​	​		64
Total other loss, net	​		(43,868)	​	​		(4,593)
Loss before taxes	​		(118,018)	​	​		(17,639)
Income taxes	​		—	​	​		—
Net loss and comprehensive loss	​	$	(118,018)	​	​	$	(17,639)
Basic and diluted net loss per share	​	$	(3.17)	​	​	$	(0.13)
Weighted average shares of common stock outstanding used to compute basic and diluted net loss per share	​	​	37,268,074	​	​	​	138,825,356

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The accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The condensed consolidated financial statements include the accounts of the Company and its controlled subsidiaries.

On July 21, 2023, AEON completed the Merger with AEON Biopharma Sub, Inc. (“Old AEON”), with Old AEON surviving the merger as a wholly-owned subsidiary of the Company, the accounting acquirer. The transaction has been accounted for as a forward merger asset acquisition.

Unless the context otherwise requires, the “Company,” for periods prior to the close of the Merger, refers to Old AEON, currently AEON Biopharma Sub, Inc. (“Predecessor”), and for the periods after the close of the Merger, refers to AEON Biopharma, Inc., including AEON Biopharma Sub, Inc. (“Successor”). As a result of the Merger, the results of operations, financial position and cash flows of the Predecessor and Successor are not directly comparable. AEON Biopharma Sub, Inc. was deemed to be the Predecessor entity. Accordingly, the historical financial statements of AEON Biopharma Sub, Inc. became the historical financial statements of the combined Company, upon the consummation of the Merger. As a result, the financial statements included in this release reflect (i) the historical operating results of AEON Biopharma Sub, Inc. prior to the Merger and (ii) the combined results of the Company, including AEON Biopharma Sub, Inc., following the closing of the Merger. The accompanying financial statements include a Predecessor period for the three months ended March 31, 2023, and a Successor period for the three months ended March 31, 2024. A black line between the Successor and Predecessor periods has been placed in the condensed consolidated financial statements and in the tables to the notes to the condensed consolidated financial statements to highlight the lack of comparability between these two periods.

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Document and Entity Information	May 14, 2024
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	May 14, 2024
Entity File Number	001-40021
Entity Registrant Name	AEON Biopharma, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-3940478
Entity Address State Or Province	CA
Entity Address, Address Line One	5 Park Plaza
Entity Address, Adress Line Two	Suite 1750
Entity Address, City or Town	Irvine
Entity Address, Postal Zip Code	92614
City Area Code	949
Local Phone Number	354-6499
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock, $0.0001 par value per share
Trading Symbol	AEON
Security Exchange Name	NYSEAMER
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Central Index Key	0001837607
Amendment Flag	false

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