Form 8-K - Current report

 

 

 

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): December 18, 2024

 

AEON Biopharma, Inc.

(Exact name of registrant as specified in its charter)

 

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

 

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:

 

	¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	¨	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:

 

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

 

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 x

 

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.       ¨

 

 

 

 

 

 

Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On December 18, 2024, Aeon Biopharma, Inc. (the “Company”) amended its amended and restated bylaws (the “Bylaws”) to change the quorum requirement for shareholder meetings from a majority to 33.34% of the voting power of the Company’s outstanding shares entitled to vote at a meeting. A copy of the Certificate of Amendment of the Bylaws of the Company is filed herein as Exhibit 3.1 and is incorporated herein by reference.

 

Item 9.01. Financial Statement and Exhibits.

 

(d) Exhibits.

 

Exhibit No.		Description
3.1		Certificate of Amendment to Bylaws dated December 18, 2024
104		Cover Page Interactive Data File (formatted in Inline XBRL).

 

 

 

 

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 20, 2024	By:	/s/ Marc Forth
		Marc Forth
		Chief Executive Officer

 

 

 

Exhibit 3.1

 

AMENDMENT TO AMENDED AND RESTATED BYLAWS

OF

AEON BIOPHARMA, INC.

 

The undersigned, being the duly authorized Chief Executive Officer and President, of Aeon Biopharma, Inc. (the “Company”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:

 

1.

Amendment to Section 2.8 of Amended and Restated Bylaws. Pursuant to the authority granted in the Amended and Restated Bylaws (the “Bylaws”) of the Company, the following amendment to the Bylaws was duly adopted by the Board of Directors of the Company on December 18, 2024, and is effective as of December 18, 2024. Section 2.8 of the Company’s Bylaws, is hereby amended and restated in its entirety as follows:

 

“Section 2.8 Quorum. Unless otherwise provided by law, the Certificate of Incorporation or these bylaws, the holders of 33.34% in voting power of the stock issued and outstanding and entitled to vote, present in person, or by remote communication, if applicable, or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of the stockholders. A quorum, once established at a meeting, shall not be broken by the withdrawal of enough votes to leave less than a quorum. If, however, a quorum is not present or represented at any meeting of the stockholders, then either (i) the person presiding over the meeting or (ii) a majority in voting power of the stockholders entitled to vote at the meeting, present in person, or by remote communication, if applicable, or represented by proxy, shall have power to recess the meeting or adjourn the meeting from time to time in the manner provided in Section 2.9 of these bylaws until a quorum is present or represented. At any recessed or adjourned meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the meeting as originally noticed.”

 

  

IN WITNESS WHEREOF, said corporation has caused this certificate to be signed on December 18, 2024.

 

	By:	/s/ Marc Forth
	Name:	Marc Forth
	Title:	Chief Executive Officer and President

 

 

 

Cover	Dec. 18, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 18, 2024
Current Fiscal Year End Date	--12-31
Entity File Number	001-40021
Entity Registrant Name	AEON Biopharma, Inc.
Entity Central Index Key	0001837607
Entity Tax Identification Number	85-3940478
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	5 Park Plaza
Entity Address, Address Line Two	Suite 1750
Entity Address, City or Town	Irvine
Entity Address, State or Province	CA
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
Elected Not To Use the Extended Transition Period	false

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