Source-grounded facts extracted from AEON Biopharma, Inc.'s SEC 8-K filings across all families, newest first. Each cites a verbatim SEC excerpt.
AEON Biopharma, Inc. entered into Business Combination Agreement with Priveterra, Priveterra Merger Sub, Inc. and AEON Biopharma, Inc. (effective 2022-12-12).
“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”).”
AEON Biopharma, Inc. dismissed WithumSmith + Brown LLP as its auditor.
“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.”
AEON Biopharma, Inc. shareholders approved Adoption of the Advisory Charter Amendment Proposal D (classified board and removal provisions) at the 2023-07-03 meeting.
“Proposal 3D: Adoption of the Advisory Charter Amendment Proposal D Priveterra’ stockholders approved by non-binding, advisory resolution the provisions in the Proposed Charter dividing the board of directors into three classes following the Business Combination, with the directors serving staggered terms until their respective successors are duly elected and qualified, or until their earlier resignation, death, disqualification or removal and providing that the directors may only be removed for cause and by affirmative vote of 662⁄3% of New AEON’s then-outstanding shares of capital stock entitled to vote generally in the election of directors. The following were the tabulated votes “For” and “Against” this proposal as well as the number of “Abstentions” and “Broker Non-Votes”: FOR AGAINST ABSTAIN BROKER NON-VOTE 7,753,080 675,746 0 0”
AEON Biopharma, Inc. shareholders approved Adoption of the Advisory Charter Amendment Proposal C (increase authorized preferred shares) at the 2023-07-03 meeting.
“Proposal 3C: Adoption of the Advisory Charter Amendment Proposal C Priveterra’s stockholders approved by non-binding, advisory resolution the provisions in the Proposed Charter authorizing an increase in the authorized shares of preferred stock that New AEON’s board of directors could issue to 1,000,000 shares. The following were the tabulated votes “For” and “Against” this proposal as well as the number of “Abstentions” and “Broker Non-Votes”: FOR AGAINST ABSTAIN BROKER NON-VOTE 7,753,080 675,746 0 0”
AEON Biopharma, Inc. shareholders approved Adoption of the Advisory Charter Proposal B (increase authorized common shares) at the 2023-07-03 meeting.
“Proposal 3B: Adoption of the Advisory Charter Proposal B Priveterra’s stockholders approved by non-binding, advisory resolution the provisions in the Proposed Charter authorizing an increase in the authorized shares of common stock of New AEON to 500,000,000 shares. The following were the tabulated votes “For” and “Against” this proposal as well as the number of “Abstentions” and “Broker Non-Votes”: FOR AGAINST ABSTAIN BROKER NON-VOTE 8,189,316 239,510 0 0”
AEON Biopharma, Inc. shareholders approved Adoption of the Advisory Charter Proposal A (corporate name change) at the 2023-07-03 meeting.
“Proposal 3A: Adoption of the Advisory Charter Proposal A Priveterra’s stockholders approved by non-binding, advisory resolution the provisions in the Proposed Charter changing the corporate name of Priveterra to “AEON Biopharma, Inc.” at and from the time of the Business Combination. The following were the tabulated votes “For” and “Against” this proposal as well as the number of “Abstentions” and “Broker Non-Votes”: FOR AGAINST ABSTAIN BROKER NON-VOTE 8,189,816 239,010 0 0”
AEON Biopharma, Inc. shareholders approved Adoption of the Charter Amendment Proposal at the 2023-07-03 meeting.
“Proposal 2: Adoption of the Charter Amendment Proposal Priveterra’s stockholders approved by ordinary resolution (including of each class entitled to vote thereon) that the second amended and restated certificate of incorporation and bylaws of Priveterra be amended and restated by the proposed third amended and restated certificate of incorporation for new AEON (the “ Proposed Charter ,” a copy of which is attached to the Proxy Statement as Annex B), and amended bylaws (a copy of which is attached to the Proxy Statement as Annex C), for New AEON, which will be in effect upon the closing of the Business Combination (the “ Closing ”). The following were the tabulated votes “For” and “Against” this proposal as well as the number of “Abstentions” and “Broker Non-Votes”: Combined Common FOR AGAINST ABSTAIN BROKER NON-VOTE 8,189,816 239,010 0 0”
AEON Biopharma, Inc. shareholders approved Adoption of the Business Combination Proposal at the 2023-07-03 meeting.
“Proposal 1: Adoption of the Business Combination Proposal Priveterra’s stockholders, by ordinary resolution, (i) adopted and approved the Business Combination Agreement, dated as of December 12, 2022 (as amended or modified from time to time, the “ Business Combination Agreement ”), by and among Priveterra Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Priveterra (“ Merger Sub ”), and AEON Biopharma, Inc., a Delaware corporation (“ AEON ”), pursuant to which Merger Sub will merge with and into AEON, with AEON surviving the merger as a wholly-owned subsidiary of Priveterra, on the terms and subject to the conditions set forth therein; (ii) approved such merger and the other transactions contemplated by the Business Combination Agreement; and (iii) adopted and approved each document ancillary to the Business Combination Agreement to which Priveterra is a party and all transactions contemplated therein. The following were the tabulated votes “For” and “Against” th”
AEON Biopharma, Inc. received a nasdaq deficiency notice notice regarding market value (rules 5550(b)(2), 5810(c)(3)(C)).
“June 13, 2023, the Company received a notification letter (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) advising the Company that for the last 30 consecutive business days preceding the date of the Notice, the Company’s Market Value of Listed Securities (“MVLS”) has been below the minimum of $35,000,000 required for continued listing on Nasdaq pursuant to Nasdaq Listing Rule 5550(b)(2) (the “MVLS Requirement”). In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company has 180 calendar days, or until December 11, 2023, to regain compliance with the MVLS Requirement (the “Co”
AEON Biopharma, Inc. amended Amendment No. 1 to Sponsor Support Agreement with Priveterra Sponsor, LLC valued at Amendment to Sponsor Support Agreement - 70% of Founder Shares unvested and subject to forfeiture pr (effective 2023-04-27).
“On April 27, 2023, Priveterra, the Sponsor, AEON and the other parties thereto entered into an Amendment No. 1 to the Sponsor Support Agreement (the " SSA Amendment ").”
AEON Biopharma, Inc. amended Amendment No. 1 to Business Combination Agreement with AEON Biopharma, Inc. valued at Amendment to Business Combination Agreement - reduced minimum cash condition from $45M to $40M, incr (effective 2023-04-27).
“On April 27, 2023, Priveterra, AEON and Merger Sub entered into an Amendment No. 1 to the Business Combination Agreement (the " BCA Amendment ").”
AEON Biopharma, Inc. reported that prior financial statements should not be relied upon.
“inancial statements as of and for the year ended December 31, 2022 (the “Original Filing”) should no longer be relied upon and that it is appropriate to restate the Original Filing. As such, the Company will restate its financial statements in a Form 10-K/A for the Company’s consolidated financial statements included in the Original Filing. The Company’s management has concluded that a material weakness exists in the Company’s internal control over financial reporting and that the Company’s disclosure controls and procedures were not effective. The Company is filing an Amendment No. 1 to Form 10-K (“Amendment No. 1”) to include additional Risk Factors under Item 1A, the Management’s Discussion and Analysis of Financial Condition and Results of Operations described in Item 7, and Financial Statements and Supplementary Data described in Item 8, which such financial data give effect to the”
AEON Biopharma, Inc.: Amended the contractual expiration date for completing a business combination from February 11, 2023 to August 11, 2023 (effective 2023-02-10).
“the certificate of amendment to the second amended and restated certificate of incorporation (the “Charter Amendment”) to amend the Company’s contractual expiration date of February 11, 2023 by changing the date by which the Company must cease all operations except for the purpose of winding up if it fails to complete a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination (a “Business Combination”) from February 11, 2023 to August 11, 2023”
AEON Biopharma, Inc. shareholders approved To amend the second amended and restated certificate of incorporation to extend the date by which the Company must consummate a business combination from February 11, 2023 to August 11, 2023. at the 2023-02-11 meeting.
“Proposal No. 1 – The Extension Amendment – to amend the Company’s second amended and restated certificate of incorporation to extend the date by which the Company must consummate a business combination from February 11, 2023 (the date which is 24 months from the closing date of the Company’s initial public offering of shares of Class A common stock) to August 11, 2023 (the date which is 30 months from the closing date of the initial public offering). For Against Abstain 24,548,209 3,245,246 2,463”
AEON Biopharma, Inc. entered into Business Combination Agreement with AEON Biopharma, Inc. valued at implied AEON equity value of $165,000,000, plus up to 16,000,000 earnout shares of Class A common st (effective 2022-12-12).
“On December 12, 2022, Priveterra Acquisition Corp., a Delaware corporation (the “ Company ” or “ Priveterra ”), entered into a business combination agreement (the “ Business Combination Agreement ”) by and among the Company, Priveterra Merger Sub, Inc., a Delaware corporation (“ Merger Sub ”), and AEON Biopharma, Inc., a Delaware corporation (“ AEON ”).”
Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.