UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 21, 2023
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) | | (I.R.S. Employer
Identification No.) |
5 Park Plaza, Suite 1750 Irvine, California (Address of principal executive offices) | 92614 (Zip Code) |
(949) 354-6499
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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(s) | | Name of each exchange
on which registered |
| Common stock, $0.0001 par value per share | | AEON | | New York Stock Exchange American |
| Warrants to purchase common stock | | AEON WS | | New York Stock Exchange 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.
INTRODUCTORY NOTE
This Amendment No. 1 on Form 8-K/A (this “Amendment No. 1”) amends Item 9.01 of the Current Report on Form 8-K filed by AEON Biopharma, Inc. (the “Company”) on July 27, 2023, (the “Original Report”), in which the Company reported, among other events, the completion of the Transactions. This Amendment No. 1 amends Items 9.01(a) and 9.01(b) in the Original Report to include (a) the unaudited condensed consolidated financial statements of AEON Biopharma, Inc., a Delaware corporation formerly known as AEON Biopharma, Inc. (“Old AEON”), as of June 30, 2023 and for the three and six months ended June 30, 2023 and 2022, and (b) the unaudited pro forma condensed combined financial information of Priveterra Acquisition Corp. (“Priveterra”) and Old AEON as of and for the six months ended June 30, 2023 and for the year ended December 31, 2022. This Amendment No. 1 does not amend any other item of the Original Report or purport to provide an update or a discussion of any developments at the Company subsequent to the filing date of the Original Report.
Capitalized terms used but not defined herein have the meanings given in the Original Report.
| Item 9.01. | Financial Statements and Exhibits |
(a) Financial statements of businesses acquired.
The (i) unaudited condensed consolidated financial statements of Old AEON as of March 31, 2023 and for the periods ended March 31, 2023 and 2022 and (ii) audited consolidated financial statements of Old AEON as of and for the years ended December 31, 2022 and 2021, and the related notes to the financial statements, are incorporated herein by reference from the Original Report. The unaudited condensed consolidated financial statements of Old AEON as of June 30, 2023 and for the periods ended June 30, 2023 and 2022 are filed as Exhibit 99.7 and incorporated herein by reference.
Also included herewith as Exhibit 99.8 and incorporated herein by reference is the Management’s Discussion and Analysis of Financial Condition and Results of Operations for Old AEON for the three and six months ended June 30, 2023.
(b) Pro forma financial information.
The unaudited pro forma condensed combined financial information of Priveterra and Old AEON as of and for the three months ended March 31, 2023 and for the year ended December 31, 2022 is incorporated herein by reference from the Original Report. The unaudited pro forma condensed combined financial information of Priveterra and Old AEON as of and for the six months ended June 30, 2023 and for the year ended December 31, 2022 is filed as Exhibit 99.9 and incorporated herein by reference.
(d) Exhibits.
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: August 11, 2023 | By: | /s/ Marc Forth |
| | Name: | Marc Forth |
| | Title: | Chief Executive Officer |
