8-K filed July 27, 2023, 7:59 PM ET ticker AEON CIK 0001837607

M&A confidence high sentiment neutral materiality 0.65

AEON Biopharma, Inc. (AEON): auditor change — AEON Biopharma (f/k/a Priveterra) closes business combination; ~37.2M shares outstanding

AEON Biopharma, Inc.

1,445,112 shares redeemed at ~$10.63/share ($21.29M); remaining $5.92M trust used to fund deal.
Old AEON shareholders received ~2.328 AEON shares per Old AEON share; Sponsor 6.9M shares (3.45M unvested).
$40M interim notes converted into 5,797,611 shares; $7M PIPE for 1M shares at $7.00 per share.
Forward purchase agreements with ACM ARRT J and Polar for up to 7.5M shares; FPA funding PIPE of 6.275M shares.
Common stock and warrants began trading on NYSE American on July 24, 2023 under AEON and AEON WS.

item 1.01 item 2.01 item 5.06 item 3.02 item 3.03 item 5.03 item 4.01 item 5.01 item 5.02 item 5.05 item 7.01 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Auditor Changes SEC 8-K Item 4.01/4.02 confidence 0.9

AEON Biopharma, Inc. dismissed WithumSmith + Brown LLP as its auditor.

Action: dismissal
Auditor: WithumSmith + Brown LLP

Exact text from the filing

On July 21, 2023, the Audit Committee of the Board dismissed WithumSmith + Brown LLP (“Withum”), Priveterra’s independent registered public accounting firm prior to the Business Combination, as the Company’s independent registered public accounting firm effective upon consummation of the Closing.

View on SEC.gov

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

AEON Biopharma, Inc.: Amended and Restated Bylaws approved and adopted on July 21, 2023, effective immediately prior to the Business Combination (effective 2023-07-21).

Change: bylaw amendment
Effective: 2023-07-21

Exact text from the filing

On July 21, 2023, the Board approved and adopted the Amended and Restated Bylaws of AEON (the “Bylaws”), which became effective immediately prior to the completion of the Business Combination.

View on SEC.gov

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

AEON Biopharma, Inc.: Company ceased being a shell company as a result of the Business Combination.

Change: shell status

Exact text from the filing

As a result of the Business Combination, the Company ceased being a shell company.

View on SEC.gov

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

AEON Biopharma, Inc.: Amended and Restated Certificate of Incorporation effective July 21, 2023 (effective 2023-07-21).

Change: charter amendment
Effective: 2023-07-21

Exact text from the filing

The Amended and Restated Certificate of Incorporation of AEON (the “Certificate of Incorporation”), which became effective upon filing with the Secretary of State of the State of Delaware on July 21, 2023 includes the amendments proposed by the Charter Proposals.

View on SEC.gov

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

AEON Biopharma, Inc.: New Code of Business Conduct and Ethics adopted on July 21, 2023 (effective 2023-07-21).

Change: code of ethics
Effective: 2023-07-21

Exact text from the filing

on July 21, 2023, AEON’s board of directors approved and adopted a new Code of Business Conduct and Ethics applicable to all employees, officers and directors of AEON.

View on SEC.gov

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

AEON Biopharma, Inc. underwent a change of control involving Old AEON Biopharma, Inc. (closed 2023-07-21).

Action: change of control
Counterparty: Old AEON Biopharma, Inc.
Closing: 2023-07-21

Exact text from the filing

Pursuant to the terms and subject to the conditions set forth in the Business Combination Agreement, following the Special Meeting, on July 21, 2023 (the “Closing Date”), the Transactions were consummated (the “Closing”).

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

AEON Biopharma, Inc. entered into Business Combination Agreement with Priveterra, Priveterra Merger Sub, Inc. and AEON Biopharma, Inc. (effective 2022-12-12).

Action: entry
Agreement: merger
Counterparty: Priveterra, Priveterra Merger Sub, Inc. and AEON Biopharma, Inc.
Effective: 2022-12-12

Exact text from the filing

on December 12, 2022, Priveterra entered into a business combination agreement (the “Business Combination Agreement”) with Priveterra Merger Sub, Inc., a wholly owned subsidiary of Priveterra (“Merger Sub”) and AEON Biopharma, Inc., a Delaware corporation (“Old AEON”).

View on SEC.gov

6 auditor changes filed in the last 30 days. Browse all auditor changes →

AEON Biopharma, Inc. filing history →

Source: SEC EDGAR

accession 0001104659-23-084851

view filing index on sec.gov

view primary document

Machine-readable: JSON · Markdown · Plain text

This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice. See methodology for how this pipeline works.