| Item 1. | |
| (a) | Name of issuer:
AEON Biopharma, Inc. |
| (b) | Address of issuer's principal executive
offices:
5 Park Place, Suite 1750, Irvine, CA 92614 |
| Item 2. | |
| (a) | Name of person filing:
Bigger Capital Fund, LP ("Bigger Capital")
Bigger Capital Fund GP, LLC ("Bigger GP")
District 2 Capital Fund LP ("District 2 CF")
District 2 Capital LP ("District 2")
District 2 GP LLC ("District 2 GP")
District 2 Holdings LLC ("District 2 Holdings")
Michael Bigger
Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons." |
| (b) | Address or principal business office or, if
none, residence:
Bigger Capital Fund, LP
2250 Red Springs Drive
Las Vegas, NV 89135
Bigger Capital Fund GP, LLC
2250 Red Springs Drive
Las Vegas, NV 89135
District 2 Capital Fund LP
175 W. Carver Street
Huntington, NY 11743
District 2 Capital LP
175 W. Carver Street
Huntington, NY 11743
District 2 GP LLC
175 W. Carver Street
Huntington, NY 11743
District 2 Holdings LLC
175 W. Carver Street
Huntington, NY 11743
Michael Bigger
2250 Red Springs Drive
Las Vegas, NV 89135 |
| (c) | Citizenship:
Bigger Capital Fund, LP
Citizenship: Delaware
Bigger Capital Fund GP, LLC
Citizenship: Delaware
District 2 Capital Fund LP
Citizenship: Delaware
District 2 Capital LP
Citizenship: Delaware
District 2 GP LLC
Citizenship: Delaware
District 2 Holdings LLC
Citizenship: Delaware
Michael Bigger
Citizenship: USA |
| (d) | Title of class of securities:
Common Stock, $.0001 par value |
| (e) | CUSIP No.:
00791X100 |
| Item 3. | If this statement is filed pursuant to §§
240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please
specify the type of institution: |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). |
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
As of January 6, 2025, Bigger Capital beneficially owned (i) 2,450,000 shares of Common Stock, (ii)2,450,000 shares issuable upon exercise of Series A Warrants, the exercise of which is subject to a 4.99% blocker limitation and (iii)2,450,000 shares of Common Stock issuable upon the exercise of Series B Warrants, the exercise of which is subject to a 4.99% blocker limitation.
Bigger GP, as the general partner of Bigger Capital, may be deemed to beneficially own the 2,450,000 shares of Common Stock and shares of Common Stock issuable upon exercise of the Series A Warrants and Series B Warrants beneficially owned by Bigger Capital.
As of January 6, 2025, District 2 CF beneficially owned (i)2,450,000 shares of Common Stock, (ii)2,450,000 shares of Common Stock issuable upon exercise of Series A Warrants, the exercise of which is subject to a 4.99% blocker limitation and (iii)2,450,000 shares of Common Stock issuable upon the exercise of Series B Warrants, the exercise of which is subject to a 4.99% blocker limitation.
District 2, as the investment manager of District 2 CF, may be deemed to beneficially own the 2,450,000 shares of Common Stock beneficially owned by District 2 CF and the shares of Common Stock issuable upon exercise of the Series A Warrants and Series B Warrants beneficially owned by District 2 CF.
District 2 GP, as the general partner of District 2 CF, may be deemed to beneficially own the securities beneficially owned by District 2 CF.
District 2 Holdings, as the managing member of District 2 GP, may be deemed to beneficially own the securities beneficially owned by District 2 CF.
Mr. Bigger, as the managing member of Bigger GP and the managing member of District 2 Holdings, may be deemed to beneficially own the (i)2,450,000 shares of Common Stock beneficially owned by Bigger Capital, and (ii)2,450,000 shares of Common Stock beneficially owned by District 2 CF. In addition, Mr. Bigger may be deemed to beneficially own the Common Stock issuable upon exercise of the Series A Warrants and Series B Warrants beneficially owned by Bigger Capital and District 2 CF.
The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any shares of Common Stock owned by another Reporting Person. Each of Bigger GP and Mr. Bigger disclaims beneficial ownership of the shares of Common Stock beneficially owned by Bigger Capital. Each of District 2, District 2 GP, District 2 Holdings and Mr. Bigger disclaims beneficial ownership of the shares of Common Stock beneficially owned by District 2 CF. The filing of this statement shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities. |
| (b) | Percent of class:
The following percentages are based on 79,970,673 shares of Common Stock outstanding as of January 7, 2025, as reported in the Issuer's Form 8-K filed with the Securities Exchange Commission on January 7, 2025.
As of the close of business on January 6, 2025, (i) each of Bigger Capital and Bigger GP may be deemed to beneficially own approximately 3.1% of the outstanding shares of Common Stock, (ii) each of District 2 CF, District 2, District 2 GP and District 2 Holdings may be deemed to beneficially own 3.1% of the outstanding shares of Common Stock and (iii) Mr. Bigger may be deemed to beneficially own approximately 6.1% of the outstanding shares of Common Stock.
Subsequent to January 6, 2025, the Reporting Persons sold all of their Common Stock and Common Stock issuable upon exercise of the Series A Warrants and Series B Warrants. % |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
See Cover Pages Items 5-9.
|
| | (ii) Shared power to vote or to direct the
vote:
See Cover Pages Items 5-9.
|
| | (iii) Sole power to dispose or to direct the
disposition of:
See Cover Pages Items 5-9.
|
| | (iv) Shared power to dispose or to direct the
disposition of:
See Cover Pages Items 5-9.
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | |
| Item 6. | Ownership of more than 5 Percent on Behalf of
Another Person. |
| |
If any other person is known to have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to
that effect should be included in response to this item and, if such interest relates to more
than 5 percent of the class, such person should be identified. A listing of the shareholders of
an investment company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.
Bigger GP and Mr. Bigger may be deemed to share voting and dispositive power over the shares of Common Stock beneficially owned by Bigger Capital. District 2, District 2 GP, District 2 Holdings and Mr. Bigger may be deemed to share voting and dispositive power over the shares of Common Stock beneficially owned by District 2 CF. |
| Item 7. | Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or
Control Person. |
| |
Not Applicable
|
| Item 8. | Identification and Classification of Members of
the Group. |
| |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so
indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of
each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or
§240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit 99.1. |
| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
|
Rule
13d-1(c)