0001837607false00018376072024-06-142024-06-14

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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): June 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: (949) 354-6499

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:

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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

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AEON

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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 5.07. Submission of Matters to a Vote of Security Holders.

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AEON Biopharma, Inc. (the “Company”) held its Annual Meeting of Stockholders on June 14, 2024 (the “Annual Meeting”) as described in the Company’s proxy statement for the Annual Meeting, filed with the Securities and Exchange Commission (the “SEC”) on April 29, 2024, as amended with materials filed with the SEC on May 14, 2024 (the “2024 Proxy”). At the Annual Meeting, the stockholders of the Company voted on three proposals as further described in the 2024 Proxy. The final results for each proposal voted on by the stockholders at the Annual Meeting, as certified by the Company’s inspector of elections, are set forth below.

Proposal 1: The stockholders of the Company elected each of Robert Palmisano and Shelley Thunen as Class I directors of the Company’s board of directors (the “Class I Directors”) for a three-year term ending at the Annual Meeting of Stockholders to be held in 2027 and until each of their successors has been duly elected and qualified. The voting results with respect to the election of the Class I Directors were as follows:

Nominee

Term Expiring

For

Withheld

Broker Non-Vote

Robert Palmisano

2027

24,463,654

399,588

675,301

Shelley Thunen

2027

24,431,564

431,678

675,301

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Proposal 2: The stockholders of the Company approved a potential issuance to Daewoong Pharmaceuticals Co. LTD. of the Company’s Class A common stock, par value $0.0001 (“Common Stock”), or securities convertible into Common Stock, equal to 20% or more of the Company’s presently outstanding stock for less than the greater of book or market value of the stock for purposes of Section 713(a)(ii) of the New York Stock Exchange American LLC (“NYSE American”) Listed Company Guide (“LCG”) and as a “change of control” of the Company for purposes of Section 713(b) of the NYSE American LCG. The voting results for this proposal were as follows:

For

Against

Abstain

Broker Non-Vote

24,383,900

470,795

8,547

675,301

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Proposal 3: The stockholders of the Company ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2024. The voting results for this proposal were as follows:

For

Against

Abstain

Broker Non-Vote

25,491,112

47,429

2

-

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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: June 14, 2024

By:

/s/ Marc Forth

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Marc Forth

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Chief Executive Officer

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v3.24.1.1.u2
Document and Entity Information
Jun. 14, 2024
Document and Entity Information [Abstract]  
Document Type 8-K
Document Period End Date Jun. 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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