AEON Biopharma Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Other Events
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Item 1.01 Entry into a Material Definitive Agreement.
On January 6, 2025, AEON Biopharma, Inc. entered into an underwriting agreement (the “Underwriting Agreement”) with Aegis Capital Corp. (“Aegis” or the “Underwriter”) pursuant to which the Company agreed to sell and issue, in an underwritten public offering (the “Offering”) 40,000,000 Common Units, each consisting of (i) one (1) share of Common Stock, (ii) one (1) Series A Registered Common Warrant to purchase one (1) share of Common Stock per warrant at an exercise price of $0.625 (the “Series A Warrants”) and (iii) one (1) Series B Registered Common Warrant to purchase one (1) share of Common Stock per warrant at an exercise price of $0.625 (the “Series B Warrants” and together with the Series A Warrants, the “Warrants”). No Pre-Funded Warrants were sold in the offering.
Additionally, the Company granted Aegis a 45-day option to purchase additional shares of Common Stock and/or Warrants of (i) up to 15.0% of the number of shares of Common Stock sold in the offering, (ii) up to 15.0% of the number of Series A Warrants sold in the offering and (iii) up to 15.0% of the number of Series B Warrants sold in the offering. The purchase price per additional share of Common Stock is equal to the public offering price of one Common Unit (less $0.0001 allocated to each full Warrant), less the underwriting discount. The purchase price per additional Warrant is $0.0001. On January 7, 2025, Aegis exercised its over-allotment option with respect to 6,000,000 Series A Warrants and 6,000,000 Series B Warrants.
The Offering was made pursuant to that certain Registration Statement on Form S-3, as amended (File No. 333-281562), which was originally filed on August 15, 2024, and declared effective by the Securities and Exchange Commission on August 21, 2024, including the Prospectus contained therein and a prospectus supplement dated January 6, 2025, filed with the Securities and Exchange Commission on January 7, 2025.
The closing of the Offering occurred on January 7, 2025. The Company received net proceeds of approximately $18.3 million from the Offering, after deducting the offering expenses payable by the Company, including the Underwriter’s fees and expenses. The Company intends to use the net proceeds from the Offering for general corporate purposes, including working capital.
The foregoing description of the Underwriting Agreement, Series A Warrants and Series B Warrants do not purport to be complete and is qualified in its entirety by reference to the complete text of the Underwriting Agreement, Form of Series A Warrant and Form of Series B Warrant, copies of which are filed as exhibits 4.1, 4.2 and 10.1, respectively, to this Current Report on Form 8-K, which are incorporated by reference herein.
Immediately after the issuance of the Shares issued in connection with the offering, the Company has 79,970,693 shares of Common Stock issued and outstanding.
Item 8.01 Other Events.
On January 6, 2025, the Company issued a press release announcing the pricing of the Offering, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference herein. Also, on January 7, 2025, the Company issued a press release announcing the closing of the Offering, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K and is hereby incorporated by reference herein.
Exhibits 9.01 Financial Statements and Exhibits
| Exhibit No. | Description | |
| 4.1 | Form of Series A Warrant | |
| 4.2 | Form of Series B Warrant | |
| 10.1 | Underwriting Agreement between the Company and Aegis Capital Corp., dated January 6, 2025 | |
| 99.1 | Pricing Press Release, dated January 6, 2025 | |
| 99.2 | Closing Press Release, dated January 7, 2025 | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document) |
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: January 7, 2025 | By: | /s/ Marc Forth |
| Marc Forth | ||
| Chief Executive Officer | ||