PMGMU / Priveterra Acquisition Corp. II - Units (1 Ord Class A & 1/2 War) - Pemfailan SEC, Laporan Tahunan, Penyata Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001

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): August 12, 2025 AEON Biopharma, I

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): August 12, 2025 AEON Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40021 85-3940478 (State or other jurisdiction of incorporation) (Commission Fi

AEON Biopharma Reports Second Quarter 2025 Financial Results and Provides Corporate Update – Multiple near-term potential milestones, including anticipated completion of primary structure analysis and select functional analyses in 3Q’25 – – Type 2a m

Exhibit 99.1 ‌PRESS RELEASE AEON Biopharma Reports Second Quarter 2025 Financial Results and Provides Corporate Update – Multiple near-term potential milestones, including anticipated completion of primary structure analysis and select functional analyses in 3Q’25 – – Type 2a meeting with the FDA anticipated in 4Q’25– – Cash runway expected to support operations through FDA meeting and regulatory

Up to $3,552,128 Class A Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-281562 PROSPECTUS SUPPLEMENT (To Prospectus dated August 21, 2024) Up to $3,552,128 Class A Common Stock This prospectus supplement amends and supplements the information in the prospectus, dated August 21, 2024, filed with the Securities and Exchange Commission as a part of our registration statement on Form S-3 (File No. 333-281562) (the “Pri

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 13, 2025 AEON Biopharma, Inc

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 13, 2025 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40

Description of AEON Biopharma Inc.’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934

Exhibit 4.5 DESCRIPTION OF REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 AEON Biopharma, Inc. (“AEON,” “we,” “us,” or “our”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): our Class A common stock, $0.0001 par value per share (“common stock”). The following summary d

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): May 20, 2025 AEON Biopharma, Inc.

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): May 20, 2025 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

2 Forward-Looking Statements This presentation includes forward-looking statements. All statements other than statements of historical facts contained in this presentation, including statements concerning possible or assumed future actions, business

Exhibit 99 Corporate Presentation - Aegis Capital Healthcare Conference May 2025 PrabotulinumtoxinA Redefining access to therapeutic botulinum toxins 2 Forward-Looking Statements This presentation includes forward-looking statements.

AEON Biopharma Reports First Quarter 2025 Financial Results and Provides Corporate Update – Continue to conduct analytical studies to prepare for a potential Biosimilar Biological Product Development (“BPD”) Type 2a meeting with the FDA in the second

Exhibit 99.1 ‌PRESS RELEASE AEON Biopharma Reports First Quarter 2025 Financial Results and Provides Corporate Update – Continue to conduct analytical studies to prepare for a potential Biosimilar Biological Product Development (“BPD”) Type 2a meeting with the FDA in the second half of 2025 – – Pursuing a 351(k) regulatory pathway for ABP-450, which offers potential access to the U.S. market under

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): May 14, 2025 AEON Biopharma, Inc.

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): May 14, 2025 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00

AEON Biopharma, Inc. 2025 Employment Inducement Incentive Award Plan and form of award agreements thereto.

Exhibit 99.1 US-DOCS\158630945.3 AEON BIOPHARMA, INC. 2025 EMPLOYMENT INDUCEMENT INCENTIVE AWARD PLAN ARTICLE I. PURPOSE The Plan’s purpose is to enhance the Company’s ability to attract, retain and motivate Eligible Individuals who are expected to make important contributions to the Company by providing these individuals with equity ownership opportunities and/or equity-linked compensatory opport

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) AEON Biopharma, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 AEON Biopharma, Inc. (Exact name of registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 AEON Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware 85-3940478 (State or other jurisdiction of incorporation) (IRS Employer Identification Number) 5 Park Plaza Suite 1750 Irvine, CA 92614 (Address of principal executive offices, i

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 ☑ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☑ Defi

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): April 22, 2025 AEON Biopharma, In

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): April 22, 2025 AEON Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40021 85-3940478 (State or other jurisdiction of incorporation) (Commission Fil

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): April 19, 2025 AEON Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40021 85-3940478 (State or other jurisdiction of incorporation) (Commission Fil

Employment Agreement, by and between AEON Biopharma, Inc. and Robert Bancroft (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Company with the SEC on April 21, 2025)

Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”), dated as of April 20, 2025, is between AEON Biopharma, Inc., a Delaware corporation (the “Company”), and Rob Bancroft, an individual (“Employee”), effective as of April 29, 2025 (the “Effective Date”). WHEREAS, the Company desires to employ the Employee as the President and Chief Executive Officer of the Company, and t

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): April 3, 2025 AEON Biopharma, Inc

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): April 3, 2025 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

AEON Biopharma Announces CEO Transition – Marc Forth Steps Down as President and CEO to Pursue Another Opportunity; will remain on the Board of Directors – – Jost Fischer, Chairman of AEON, will assume the role of interim CEO –

EX-99 2 aeon-20250324xex99.htm EX-99 Exhibit 99.1 PRESS RELEASE AEON Biopharma Announces CEO Transition – Marc Forth Steps Down as President and CEO to Pursue Another Opportunity; will remain on the Board of Directors – – Jost Fischer, Chairman of AEON, will assume the role of interim CEO – IRVINE, Calif., March 27, 2025 – AEON Biopharma, Inc. (“AEON” or the “Company”) (NYSE: AEON), a clinical-sta

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): March 24, 2025 AEON Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40021 85-3940478 (State or other jurisdiction of incorporation) (Commission Fil

List of Subsidiaries of AEON Biopharma, Inc.

Exhibit 21.1 SUBSIDIARY OF AEON BIOPHARMA, INC. Name of SubsidiaryJurisdiction of Organization AEON Biopharma Sub, Inc.Delaware

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): March 24, 2025 AEON Biopharma, In

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): March 24, 2025 AEON Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40021 85-3940478 (State or other jurisdiction of incorporation) (Commission Fil

Insider Trading Policy

Exhibit 19 AEON Biopharma, Inc. Insider Trading Compliance Policy and Procedures Federal and state laws prohibit trading in the securities of a company while in possession of material nonpublic information and in breach of a duty of trust or confidence. These laws also prohibit anyone who is aware of material nonpublic information from providing this information to others who may trade. Violating

AEON Biopharma Reports Fourth Quarter 2024 and Full Year Financial Results and Provides Corporate Update – Initiated analytical studies in Q4 2024 to prepare for a potential Biosimilar Biological Product Development (“BPD”) Type 2a meeting with the F

Exhibit 99.1 ‌PRESS RELEASE AEON Biopharma Reports Fourth Quarter 2024 and Full Year Financial Results and Provides Corporate Update – Initiated analytical studies in Q4 2024 to prepare for a potential Biosimilar Biological Product Development (“BPD”) Type 2a meeting with the FDA in the second half of 2025 – – Pursuing a 351(k) regulatory pathway for ABP-450, which offers potential access to the U

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-400

2 Forward-Looking Statements This presentation includes forward-looking statements. All statements other than statements of historical facts contained in this presentation, including statements concerning possible or assumed future actions, business

Exhibit 99 Corporate Presentation March 2025 PrabotulinumtoxinA Potential biosimilar for therapeutic indications 2 Forward-Looking Statements This presentation includes forward-looking statements.

Regulation FD Disclosure, Financial Statements and Exhibits

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): March 10, 2025 AEON Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40021 85-3940478 (State or other jurisdiction of incorporation) (Commission Fil

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): February 24, 2025 AEON Biopharma,

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): February 24, 2025 AEON Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40021 85-3940478 (State or other jurisdiction of incorporation) (Commission

Certificate of Amendment of Third Amended and Restated Certificate of Incorporation of AEON Biopharma, Inc. (incorporated by reference to Exhibit 3.1 to the Form 8-K filed by the Company with the SEC on February 24, 2025)

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AEON BIOPHARMA, INC., a Delaware Corporation AEON Biopharma, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows: FIRST: That the undersigned is the duly elected and acting Chief Executive Officer o

AEON Biopharma, Inc. Announces Reverse Stock Split

Exhibit 99.1 ‌PRESS RELEASE AEON Biopharma, Inc. Announces Reverse Stock Split IRVINE, Calif., February 24, 2025 - AEON Biopharma, Inc. (NYSE: AEON) (the “Company”), a clinical-stage biopharmaceutical company focused on developing a botulinum toxin complex under a 351(k) biosimilar pathway, today announced that the Company’s Board of Directors approved a 1-for-72 reverse stock split (the “Reverse

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

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): February 3, 2025 AEON Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40021 85-3940478 (State or other jurisdiction of incorporation) (Commission F

AEON Biopharma, Inc. Receives Notice of Non-Compliance with NYSE American Continued Listing Standards

Exhibit 99.1 ‌PRESS RELEASE AEON Biopharma, Inc. Receives Notice of Non-Compliance with NYSE American Continued Listing Standards IRVINE, Calif., February 7, 2025 - AEON Biopharma, Inc. (NYSE: AEON) (the “Company”), a clinical-stage biopharmaceutical company focused on developing a botulinum toxin complex under a 351(k) biosimilar pathway, today announced that on February 3, 2025, AEON received a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 ☑ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☑ Defi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 ☑ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☑ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi

Joint Filing Agreement

Exhibit 99.1 Joint Filing Agreement The undersigned hereby agree that the Statement on Schedule 13G dated January 8, 2025 with respect to the shares of Common Stock of AEON Biopharma, Inc., and any further amendments thereto executed by each and any of the undersigned shall be filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the

AEON Biopharma, Inc. 40,000,000 Units, with each Unit consisting of: One Share of Common Stock, One Series A Warrant to Purchase One Share of Common Stock, and One Series B Warrant to Purchase One Share of Common Stock 40,000,000 Shares of Common Sto

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(5)  Registration No. 333-281562 FINAL PROSPECTUS SUPPLEMENT (To Prospectus dated August 21, 2024) AEON Biopharma, Inc. 40,000,000 Units, with each Unit consisting of: One Share of Common Stock, One Series A Warrant to Purchase One Share of Common Stock, and One Series B Warrant to Purchase One Share of Common Stock 40,000,000 Shares of Common Stock

Form of Series A Warrant (incorporated by reference to Exhibit 4.1 to the Form 10-K filed by the Company with the SEC on January 7, 2025)

Exhibit 4.1 SERIES A REGISTERED COMMON WARRANT TO PURCHASE COMMON STOCK AEON BIOPHARMA, INC. Warrant Shares: [●] Issuance Date: [●], 2025 THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, [●] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after t

AEON Biopharma, Inc. Announces Closing of $20.0 Million Underwritten Public Offering

Exhibit 99.2 PRESS RELEASE AEON Biopharma, Inc. Announces Closing of $20.0 Million Underwritten Public Offering AEON Biopharma, Inc. (NYSE: AEON) (the “Company”), a clinical-stage biopharmaceutical company focused on developing a botulinum toxin complex under a 351(k) biosimilar pathway, today announced the closing of its previously announced firm commitment underwritten public offering. Gross pro

Entry into a Material Definitive Agreement, Other Events

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): January 6, 2025 AEON Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40021 85-3940478 (State or other jurisdiction of incorporation) (Commission Fi

Form of Series B Warrant (incorporated by reference to Exhibit 4.2 to the Form 10-K filed by the Company with the SEC on January 7, 2025)

Exhibit 4.2 SERIES B REGISTERED COMMON WARRANT TO PURCHASE COMMON STOCK AEON BIOPHARMA, INC. Warrant Shares: [●] Issuance Date: [●], 2025 THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, [●] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after t

AEON Biopharma, Inc. Announces Pricing of Approximately $20.0 Million Underwritten Public Offering

Exhibit 99.1 PRESS RELEASE AEON Biopharma, Inc. Announces Pricing of Approximately $20.0 Million Underwritten Public Offering IRVINE, Calif., January 6, 2025 – AEON Biopharma, Inc. (NYSE: AEON) (the “Company”), a clinical-stage biopharmaceutical company focused on developing a botulinum toxin complex under a 351(k) biosimilar pathway, today announced the pricing of a firm commitment underwritten p

Underwriting Agreement between the Company and Aegis Capital Corp., dated January 6, 2025

Exhibit 10.1 UNDERWRITING AGREEMENT January 6, 2025 Aegis Capital Corp. 1345 Avenue of the Americas, 27th Floor New York, NY 10105 Ladies and Gentlemen: AEON Biopharma, Inc., a Delaware corporation (the “Company”), agrees, subject to the terms and conditions in this agreement (this “Agreement”), to issue and sell to Aegis Capital Corp. (the “Underwriter”) an aggregate of 40,000,000 of the Company’

AEON Biopharma, Inc. [     ] Units, with each Unit consisting of: One Share of Common Stock, One Series A Warrant to Purchase One Share of Common Stock, and One Series B Warrant to Purchase One Share of Common Stock [    ] Pre-Funded Units, with each

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(5)  Registration No. 333-281562 PRELIMINARY PROSPECTUS SUPPLEMENT (To Prospectus dated August 21, 2024) SUBJECT TO COMPLETION DATED JANUARY 6, 2025 AEON Biopharma, Inc. [     ] Units, with each Unit consisting of: One Share of Common Stock, One Series A Warrant to Purchase One Share of Common Stock, and One Series B Warrant to Purchase One Share of

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): January 6, 2025 AEON Biopharma, I

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): January 6, 2025 AEON Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40021 85-3940478 (State or other jurisdiction of incorporation) (Commission Fi

AEON Biopharma, Inc. Announces Pricing of Approximately $20.0 Million Underwritten Public Offering

Exhibit 99.1 PRESS RELEASE AEON Biopharma, Inc. Announces Pricing of Approximately $20.0 Million Underwritten Public Offering IRVINE, Calif., January 6, 2025 – AEON Biopharma, Inc. (NYSE: AEON) (the “Company”), a clinical-stage biopharmaceutical company focused on developing a botulinum toxin complex under a 351(k) biosimilar pathway, today announced the pricing of a firm commitment underwritten p

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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): December 18, 2024 AEON Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40021 85-3940478 (State or other jurisdiction of incorporation) (Commission

Amendment to Amended and Restated Bylaws of AEON Biopharma, Inc. (incorporated by reference to Exhibit 3.1 to Form 8-K filed by the Company with the SEC on December 20, 2024)

Exhibit 3.1 AMENDMENT TO AMENDED AND RESTATED BYLAWS OF AEON BIOPHARMA, INC. The undersigned, being the duly authorized Chief Executive Officer and President, of Aeon Biopharma, Inc. (the “Company”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify: 1. Amendment to Section 2.8 of Amended and Restated Bylaws. Pursua

AEON / AEON Biopharma, Inc. / Blue Owl Capital Holdings LP - SC 13G Passive Investment

SC 13G 1 ef20038665sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* AEON Biopharma, Inc. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 00791X100 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement)

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 13, 2024 AEON Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40021 85-3940478 (State or other jurisdiction of incorporation) (Commission

AEON BIOPHARMA, INC.

Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-274094 Prospectus Supplement No. 2 (To Prospectus dated August 5, 2024) AEON BIOPHARMA, INC. This prospectus supplement updates, amends and supplements the prospectus dated August 5, 2024 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-274094). Capitalized terms used in this prosp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number

AEON Biopharma Reports Third Quarter 2024 Financial Results and Provides Corporate Update – Held biosimilar advisory meeting with FDA in Q3 2024, and aligned on next steps for a 351(k) regulatory pathway to approval for ABP-450 (prabotulinumtoxinA) a

Exhibit 99.1 ‌PRESS RELEASE AEON Biopharma Reports Third Quarter 2024 Financial Results and Provides Corporate Update – Held biosimilar advisory meeting with FDA in Q3 2024, and aligned on next steps for a 351(k) regulatory pathway to approval for ABP-450 (prabotulinumtoxinA) as a biosimilar utilizing BOTOX® (onabotulinumtoxinA) as the reference product – – Plan to initiate comparative analytical

Regulation FD Disclosure, Financial Statements and Exhibits

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): October 7, 2024 AEON Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40021 85-3940478 (State or other jurisdiction of incorporation) (Commission Fi

2 Forward-Looking Statements This presentation includes forward-looking statements. All statements other than statements of historical facts contained in this presentation, including statements concerning possible or assumed future actions, business

Exhibit 99 Corporate Presentation October 2024 PrabotulinumtoxinA Potential biosimilar for therapeutic indications 2 Forward-Looking Statements This presentation includes forward-looking statements.

AEON BIOPHARMA, INC. Class A Common Stock

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(5)  Registration No. 333-281562 PROSPECTUS AEON BIOPHARMA, INC. $50,000,000 Class A Common Stock We have entered into a sales agreement, or the Sales Agreement, with Leerink Partners LLP, or Leerink Partners, relating to shares of our Class A common stock, par value $0.0001 per share (“common stock”), offered by this prospectus. In accordance with t

AEON Biopharma, Inc. 5 Park Plaza, Suite 1750 Irvine, California 92614 August 20, 2024

AEON Biopharma, Inc. 5 Park Plaza, Suite 1750 Irvine, California 92614 August 20, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-6010 Attention: Jessica Dickerson Re: AEON Biopharma, Inc. Registration Statement on Form S-3 File No. 333-281562 Ladies and Gentlemen: In accordance with Rule 461 of Regulation C

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) AEON Biopharma, Inc.

Sales Agreement, dated August 14, 2024, by and between Registrant and Leerink Partners LLC.

Exhibit 1.2 Execution Version AEON BIOPHARMA, INC. Shares of Class A Common Stock ($0.0001 par value per share) SALES AGREEMENT August 14, 2024 LEERINK PARTNERS LLC 1301 Avenue of the Americas, 5th Floor New York, New York 10019 Ladies and Gentlemen: On the date hereof, AEON Biopharma, Inc., a Delaware corporation (the “Company”), has filed or will file with the Securities and Exchange Commission

As filed with the Securities and Exchange Commission on August 14, 2024.

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on August 14, 2024.

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 12, 2024 AEON Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40021 85-3940478 (State or other jurisdiction of incorporation) (Commission Fi

Description of AEON Biopharma Inc.’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.5 to the Form 10-K filed by the Company with the SEC on August 12, 2024)

Exhibit 4.5 DESCRIPTION OF REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 AEON Biopharma, Inc. (“AEON,” “we,” “us,” or “our”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): our Class A common stock, $0.0001 par value per share (“common stock”). The following summary d

List of Subsidiaries of AEON Biopharma, Inc.

Exhibit 21.1 SUBSIDIARY OF AEON BIOPHARMA, INC. Name of Subsidiary Jurisdiction of Organization AEON Biopharma Sub, Inc. Delaware

AEON Biopharma Reports Second Quarter 2024 Financial Results and Provides Corporate Update – Progressing plans to develop ABP-450 (prabotulinumtoxinA) injection as a biosimilar utilizing BOTOX® (onabotulinumtoxinA) as the reference product – – Schedu

Exhibit 99.1 ‌PRESS RELEASE AEON Biopharma Reports Second Quarter 2024 Financial Results and Provides Corporate Update – Progressing plans to develop ABP-450 (prabotulinumtoxinA) injection as a biosimilar utilizing BOTOX® (onabotulinumtoxinA) as the reference product – – Scheduled to hold a biosimilar initial advisory meeting with FDA in 3Q 2024 – – 351(k) regulatory pathway offers potential to br

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 2)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 2) (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-

AEON BIOPHARMA, INC.

Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-274094 Prospectus Supplement No. 1 (To Prospectus dated August 5, 2024) AEON BIOPHARMA, INC. This prospectus supplement updates, amends and supplements the prospectus dated August 5, 2024 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-274094). Capitalized terms used in this prosp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001

2 Forward-Looking Statements This presentation includes forward-looking statements. All statements other than statements of historical facts contained in this presentation, including statements concerning possible or assumed future actions, business

Exhibit 99 Corporate Presentation August 2024 PrabotulinumtoxinA Potential biosimilar for therapeutic indications 2 Forward-Looking Statements This presentation includes forward-looking statements.

Regulation FD Disclosure, Financial Statements and Exhibits

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): August 6, 2024 AEON Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40021 85-3940478 (State or other jurisdiction of incorporation) (Commission Fil

AEON Biopharma, Inc. Up to 57,945,022 Shares of Common Stock Up to 3,988,952 Private Placement Warrants

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(3)  Registration No. 333-274094 PROSPECTUS AEON Biopharma, Inc. Up to 57,945,022 Shares of Common Stock Up to 3,988,952 Private Placement Warrants This prospectus relates to (i) the resale of 20,177,178 shares of Class A common stock, par value $0.0001 per share (the “Common Stock”) issued in connection with the Business Combination (as defined belo

August 2, 2024

August 2, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.

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July 23, 2024 650 Town Center Drive, 20th Floor Costa Mesa, California 92626-1925 Tel: +1.

Filing fee table.

Exhibit 107 EX-FILING FEES Calculation of Filing Fee Tables Form S-1 (Form Type) AEON Biopharma, Inc.

As filed with the Securities and Exchange Commission on July 23, 2024

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on July 23, 2024 Registration No.

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July 9, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.

Other Events

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): July 9, 2024 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

Submission of Matters to a Vote of Security Holders

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) Delaware 001-40021 85-3940478 (State or other jurisdiction of incorporation) (Commission File

Filing fee table.

Exhibit 107 EX-FILING FEES Calculation of Filing Fee Tables Form S-1 (Form Type) AEON Biopharma, Inc.

As filed with the Securities and Exchange Commission on May 31, 2024

Table of Contents As filed with the Securities and Exchange Commission on May 31, 2024 Registration No.

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650 Town Center Drive, 20th Floor Costa Mesa, California 92626-1925 Tel: +1.714.540.1235 Fax: +1.714.755.8290 www.lw.com FIRM / AFFILIATE OFFICES Austin Milan Beijing Munich Boston New York Brussels Orange County Century City Paris May 31, 2024 Chicago Riyadh Dubai San Diego Düsseldorf San Francisco Frankfurt Seoul Hamburg Silicon Valley Hong Kong Singapore Houston Tel Aviv London Tokyo Los Angele

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events

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): May 16, 2024 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00

AEON Biopharma, Inc. Policy for Recovery of Erroneously Awarded Compensation

Exhibit 97 AEON BIOPHARMA, INC. POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION AEON Biopharma, Inc. (the “Company”) has adopted this Policy for Recovery of Erroneously Awarded Compensation (the “Policy”), effective as of October 2, 2023 (the “Effective Date”). Capitalized terms used in this Policy but not otherwise defined herein are defined in Section 11. 1. Persons Subject to Policy Thi

Consulting Agreement, by and between AEON Biopharma, Inc. and Eric Carter, M.D., dated January 30, 2020, and amended on January 30 2020 and September 30, 2020

Exhibit 10.11 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the "Agreement") is made and entered into as of January 30, 2020 (the "Effective Date"), by and between AEON Biopharma, Inc., a Delaware corporation (the "Company") and Eric Carter, an individual (the "Consultant"). The Company and the Consultant may be referred to herein individually as "Party," or collectively, as "Parties". 1.Consult

AEON Biopharma Reports First Quarter 2024 Financial Results – Ongoing analysis of interim data from the Phase 2 study of ABP-450 in chronic migraine, which did not achieve its primary or secondary endpoints – – Evaluating next-steps across the Compan

Exhibit 99.1 ‌PRESS RELEASE AEON Biopharma Reports First Quarter 2024 Financial Results – Ongoing analysis of interim data from the Phase 2 study of ABP-450 in chronic migraine, which did not achieve its primary or secondary endpoints – – Evaluating next-steps across the Company’s late-stage clinical pipeline for ABP-450 that targets multiple indications – IRVINE, Calif., May 14, 2024 – AEON Bioph

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 14, 2024 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 ☑ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission

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): May 3, 2024 AEON Biopharma, Inc.

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): May 3, 2024 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 N

AEON Biopharma Announces Preliminary Top-Line Results from Phase 2 Interim Analysis of ABP-450 in the Preventive Treatment of Chronic Migraine – Trial did not meet primary endpoint –

Exhibit 99.1 PRESS RELEASE AEON Biopharma Announces Preliminary Top-Line Results from Phase 2 Interim Analysis of ABP-450 in the Preventive Treatment of Chronic Migraine – Trial did not meet primary endpoint – IRVINE, Calif., May 3, 2024 – AEON Biopharma, Inc. (“AEON” or the “Company”) (NYSE: AEON), a clinical-stage biopharmaceutical company focused on developing a proprietary botulinum toxin comp

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

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): May 1, 2024 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 N

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES NYSE American LLC hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on May 10, 2024, pursuant to the provisions of Rule 12d2-2 (a).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 ☑ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☑ Defi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 ☑ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☑ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi

Senior Secured Convertible Note, by and among AEON Biopharma, Inc., Daewoong Pharmaceutical Co., LTD. and AEON Biopharma Sub, Inc. (incorporated by reference to Exhibit 4.1 to the Form 8-K filed by the Company with the SEC on April 17, 2024)

Exhibit 4.1 THIS SECURITY (INCLUDING ANY SECURITIES ISSUABLE UPON CONVERSION) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR APPLICABLE STATE SECURITIES LAWS. THIS SECURITY (INCLUDING ANY SECURITIES ISSUABLE UPON CONVERSION) HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO ITS DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE

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): April 12, 2024 AEON Biopharma, In

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): April 12, 2024 AEON Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40021 85-3940478 (State or other jurisdiction of incorporation) (Commission Fil

SUPPLEMENTAL NOTICE OF REDEMPTION OF CERTAIN WARRANTS (CUSIP 00791X118)

Exhibit 99.1 April 15, 2024 SUPPLEMENTAL NOTICE OF REDEMPTION OF CERTAIN WARRANTS (CUSIP 00791X118) Dear Public Warrant Holder, Reference is made to that certain Notice of Redemption, dated March 29, 2024 (the “Notice”), delivered on behalf of AEON Biopharma, Inc. (the “Company”) in connection with the Company’s redemption on April 29, 2024 (the “Redemption Date”) of all of its outstanding public

Regulation FD Disclosure, Financial Statements and Exhibits

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): April 15, 2024 AEON Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40021 85-3940478 (State or other jurisdiction of incorporation) (Commission Fil

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650 Town Center Drive, 20th Floor Costa Mesa, California 92626-1925 Tel: +1.714.540.1235 Fax: +1.714.755.8290 www.lw.com FIRM / AFFILIATE OFFICES Austin Milan Beijing Munich Boston New York Brussels Orange County Century City Paris Chicago Riyadh April 2, 2024 Dubai San Diego Düsseldorf San Francisco Frankfurt Seoul Hamburg Silicon Valley Hong Kong Singapore Houston Tel Aviv London Tokyo Los Angel

AEON Biopharma, Inc. 2023 Employee Stock Purchase Plan.

Exhibit 10.9 AEON BIOPHARMA, INC. 2023 EMPLOYEE STOCK PURCHASE PLAN ARTICLE I. PURPOSE The purposes of this AEON Biopharma, Inc. 2023 Employee Stock Purchase Plan (as it may be amended or restated from time to time, the “Plan”) are to assist Eligible Employees of AEON Biopharma, Inc., a Delaware corporation (the “Company”), and its Designated Subsidiaries in acquiring a stock ownership interest in

Second Amendment to the License and Supply Agreement, dated as of January 8, 2023, by and between AEON Biopharma, Inc. and Daewoong Pharmaceutical Co., Ltd.

Exhibit 10.17(b) AEON BIOPHARMA, INC. SECOND AMENDMENT TO THE LICENSE AND SUPPLY AGREEMENT This Second Amendment to the License and Supply Agreement (this “Second Amendment”), is made and entered into as of January 8, 2023 (“Second Amendment Effective Date”), by and between AEON Biopharma, Inc., a Delaware corporation (the “AEON”), and Daewoong Pharmaceutical Co., Ltd., a corporation organized and

Filing fee table.

Exhibit 107 EX-FILING FEES Calculation of Filing Fee Tables Form S-1 (Form Type) AEON Biopharma, Inc.

Third Amendment to License and Supply Agreement, dated April 24, 2023, by and between Daewoong Pharmaceutical Co.

Exhibit 10.17(c) 3RD AMENDMENT TO THE LICENSE AND SUPPLY AGREEMENT This 3RD AMENDMENT TO THE LICENSE AND SUPPLY AGREEMENT (“3rd Amendment”) is made and entered into on April 24th, 2023 (“3rd Amendment Effective Date”) by and between Daewoong Pharmaceutical Co., Ltd. (“DAEWOONG”) and AEON Biopharma, Inc.(“AEON”) and as amends that certain License & Supply Agreement between the Parties dated Decembe

As filed with the Securities and Exchange Commission on April 2, 2024

Table of Contents As filed with the Securities and Exchange Commission on April 2, 2024 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 AEON Biopharma, Inc. (Exact name of registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 AEON Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware 85-3940478 (State or other jurisdiction of incorporation) (IRS Employer Identification Number) 5 Park Plaza Suite 1750 Irvine, CA 92614 (Address of principal executive offices, i

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) AEON Biopharma, Inc.

AEON Biopharma, Inc. 2023 Employee Stock Purchase Plan

Exhibit 99.8 AEON BIOPHARMA, INC. 2023 EMPLOYEE STOCK PURCHASE PLAN ARTICLE I. PURPOSE The purposes of this AEON Biopharma, Inc. 2023 Employee Stock Purchase Plan (as it may be amended or restated from time to time, the “Plan”) are to assist Eligible Employees of AEON Biopharma, Inc., a Delaware corporation (the “Company”), and its Designated Subsidiaries in acquiring a stock ownership interest in

AEON Biopharma, Inc. Policy for Recovery of Erroneously Awarded Compensation (incorporated by reference to Exhibit 97 to the Annual Report on Form 10-K filed by the Company with the SEC on March 29, 2024)

Exhibit 97 AEON BIOPHARMA, INC. POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION AEON Biopharma, Inc. (the “Company”) has adopted this Policy for Recovery of Erroneously Awarded Compensation (the “Policy”), effective as of October 2, 2023 (the “Effective Date”). Capitalized terms used in this Policy but not otherwise defined herein are defined in Section 11. 1. Persons Subject to Policy Thi

Financial Statements and Exhibits, Other Events

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): March 29, 2024 AEON Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40021 85-3940478 (State or other jurisdiction of incorporation) (Commission Fil

AEON Biopharma Announces Redemption of Public Warrants

Exhibit 99.1 PRESS RELEASE AEON Biopharma Announces Redemption of Public Warrants IRVINE, Calif., March 29, 2024 – AEON Biopharma, Inc. (NYSE: AEON; AEON.WS) (“AEON” or “the Company”), a clinical-stage biopharmaceutical company focused on developing a proprietary botulinum toxin complex for the treatment of multiple debilitating medical conditions, today announced that the Company will redeem all

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numb

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 29, 2024 AEON Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40021 85-3940478 (State or other jurisdiction of incorporation) (Commission Fil

Consulting Agreement, by and between AEON Biopharma, Inc. and Eric Carter, M.D., dated January 30, 2020, and amended on January 30, 2020 and September 30, 2020.

Exhibit 10.11 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the "Agreement") is made and entered into as of January 30, 2020 (the "Effective Date"), by and between AEON Biopharma, Inc., a Delaware corporation (the "Company") and Eric Carter, an individual (the "Consultant"). The Company and the Consultant may be referred to herein individually as "Party," or collectively, as "Parties". 1.Consult

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-400

AEON Biopharma Reports Fourth Quarter and Full Year 2023 Financial Results – Recent end-of-Phase 2 meeting with FDA resulted in alignment on the design and endpoints for the proposed pivotal Phase 3 trials for the preventive treatment of both episodi

Exhibit 99.1 ‌PRESS RELEASE AEON Biopharma Reports Fourth Quarter and Full Year 2023 Financial Results – Recent end-of-Phase 2 meeting with FDA resulted in alignment on the design and endpoints for the proposed pivotal Phase 3 trials for the preventive treatment of both episodic and chronic migraine – – Topline data from planned interim analysis of ongoing Phase 2 study in chronic migraine are exp

NOTICE OF REDEMPTION OF CERTAIN WARRANTS (CUSIP 00791X118)

Exhibit 99.2 March 29, 2024 NOTICE OF REDEMPTION OF CERTAIN WARRANTS (CUSIP 00791X118) Dear Public Warrant Holder, AEON Biopharma, Inc. (the “Company”) hereby gives notice that it is redeeming, at 5:00 p.m. New York City time on April 29, 2024 (the “Redemption Date”), all of the Company’s outstanding warrants (the “Public Warrants”) to purchase shares of the Company’s Class A common stock, par val

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): March 24, 2024 AEON Biopharma, In

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): March 24, 2024 AEON Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40021 85-3940478 (State or other jurisdiction of incorporation) (Commission Fil

Senior Secured Convertible Note, by and among AEON Biopharma, Inc., Daewoong Pharmaceutical Co., LTD. and AEON Biopharma Sub, Inc. (incorporated by reference to Exhibit 4.1 to the Form 8-K filed by the Company with the SEC on March 28, 2024)

Exhibit 4.1 THIS SECURITY (INCLUDING ANY SECURITIES ISSUABLE UPON CONVERSION) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR APPLICABLE STATE SECURITIES LAWS. THIS SECURITY (INCLUDING ANY SECURITIES ISSUABLE UPON CONVERSION) HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO ITS DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE

Fourth Amendment to License and Supply Agreement, dated March 19, 2024, by and between AEON Biopharma, Inc. and Daewoong Pharmaceutical Co., LTD. (incorporated by reference to Exhibit 10.4 to the Form 8-K filed by the Company with the SEC on March 19, 2024)

Exhibit 10.4 AEON BIOPHARMA, INC. FOURTH AMENDMENT TO THE LICENSE AND SUPPLY AGREEMENT This Fourth Amendment to the License and Supply Agreement (this “Fourth Amendment”), is made and entered into as of March 19, 2024 (“Fourth Amendment Effective Date”), by and between AEON Biopharma Sub, Inc. (previously known as AEON Biopharma, Inc.), a Delaware corporation (the “AEON”), and Daewoong Pharmaceuti

Termination Agreement, dated March 18, 2024, by and between AEON Biopharma, Inc. and ACM ARRT J LLC (incorporated by reference to Exhibit 10.5 to the Form 8-K filed by the Company with the SEC on March 19, 2024)

Exhibit 10.5 ACM ARRT J LLC c/o Atalaya Capital Management LP One Rockefeller Center 32nd Floor New York, NY 10020 March 18, 2024 VIA E-MAIL [email protected] AEON Biopharma, Inc. 5 Park Plaza, Suite 1750 Irvine, California 92614 Email: [email protected] Attention: Chief Legal Officer Re: Agreement (the “Agreement”) by and Among AEON Biopharma, Inc., a Delaware corporation (f/k/a Priveterra

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): March 18, 2024 AEON Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40021 85-3940478 (State or other jurisdiction of incorporation) (Commission Fil

Guaranty, dated March 19, 2024, by and between Daewoong Pharmaceutical Co., LTD. and AEON Biopharma Sub, Inc. (incorporated by reference to Exhibit 10.3 to the Form 8-K filed by the Company with the SEC on March 19, 2024)

Exhibit 10.3 GUARANTY This GUARANTY (this “Guaranty”) dated as of March 19, 2024 is made by AEON Biopharma Sub, Inc., a Delaware corporation (“Guarantor”), in favor and for the benefit of Daewoong Pharmaceutical Co., LTD., a company organized and existing under the laws of the Republic of Korea (“Purchaser”). Reference is made to (i) that certain Subscription Agreement dated as of the date hereof

Termination Agreement, dated March 18, 2024, by and between AEON Biopharma, Inc. and Polar Multi-Strategy Fund (incorporated by reference to Exhibit 10.6 to the Form 8-K filed by the Company with the SEC on March 19, 2024)

Exhibit 10.6 Polar Multi-Strategy Master Fund c/o Mourant Governance Services (Cayman) Limited 94 Solaris Avenue Camana Bay PO Box 1348 Grand Cayman KY1-1108 Cayman Islands March 18, 2024 VIA E-MAIL [email protected] AEON Biopharma, Inc. 5 Park Plaza, Suite 1750 Irvine, California 92614 Email: [email protected] Attention: Chief Legal Officer Re: Agreement (the “Agreement”) by and Among AEON

Security Agreement, dated March 19, 2024, by and among AEON Biopharma, Inc., Daewoong Pharmaceutical Co., LTD. and AEON Biopharma Sub, Inc. (incorporated by reference to Exhibit 10.2 to the Form 8-K filed by the Company with the SEC on March 19, 2024)

Exhibit 10.2 SECURITY AGREEMENT This Security Agreement dated as of March 19, 2024 (this “Agreement”) is made by AEON Biopharma, Inc., a Delaware corporation (“AEON”) and AEON Biopharma Sub, Inc., a Delaware corporation (“AEON Sub” and, together with AEON, the “Debtors” and each a “Debtor”), in favor of Daewoong Pharmaceutical Co., LTD., a company duly organized and existing under the laws of the

Form of Senior Secured Convertible Note, by and among AEON Biopharma, Inc., Daewoong Pharmaceutical Co., LTD. and AEON Biopharma Sub, Inc. (incorporated by reference to Exhibit 4.1 to the Form 8-K filed by the Company with the SEC on March 19, 2024)

Exhibit 4.1 THIS SECURITY (INCLUDING ANY SECURITIES ISSUABLE UPON CONVERSION) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR APPLICABLE STATE SECURITIES LAWS. THIS SECURITY (INCLUDING ANY SECURITIES ISSUABLE UPON CONVERSION) HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO ITS DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE

Subscription Agreement, dated March 19, 2024, by and between AEON Biopharma, Inc., Daewoong Pharmaceutical Co., LTD. and AEON Biopharma Sub, Inc. (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Company with the SEC on March 19, 2024)

Exhibit 10.1 AEON BIOPHARMA, INC. SENIOR SECURED CONVERTIBLE NOTES DUE 2027 SUBSCRIPTION AGREEMENT March 19, 2024 TABLE OF CONTENTS Page Article 1 Authorization and Sale of the note securities Section 1.01 Authorization of the Note Securities.‌1 Section 1.02 Sale of the Note Securities.‌1 Section 1.03 Use of Proceeds.‌2 Article 2 Closing Date; Delivery Section 2.01 Closing Dates.‌2 Section 2.02 De

AEON Biopharma Announces Clinical Update and Productive End-of-Phase 2 Meeting with FDA on ABP-450 (prabotulinumtoxinA) for the Preventive Treatment of Migraine – FDA and AEON align on the design and endpoints for the proposed pivotal Phase 3 trials

Exhibit 99.1 PRESS RELEASE AEON Biopharma Announces Clinical Update and Productive End-of-Phase 2 Meeting with FDA on ABP-450 (prabotulinumtoxinA) for the Preventive Treatment of Migraine – FDA and AEON align on the design and endpoints for the proposed pivotal Phase 3 trials for the preventive treatment of both episodic and chronic migraine – – An interim analysis from the ongoing Phase 2 study i

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650 Town Center Drive, 20th Floor Costa Mesa, California 92626-1925 Tel: +1.714.540.1235 Fax: +1.714.755.8290 www.lw.com FIRM / AFFILIATE OFFICES Austin Milan Beijing Munich Boston New York Brussels Orange County Century City Paris February 27, 2024 Chicago Riyadh Dubai San Diego Düsseldorf San Francisco Frankfurt Seoul Hamburg Silicon Valley Hong Kong Singapore Houston Tel Aviv London Tokyo VIA E

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

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): February 14, 2024 AEON Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40021 85-3940478 (State or other jurisdiction of incorporation) (Commission

AEON / AEON Biopharma, Inc. / Empyrean Capital Partners, LP - AMENDMENT NO. 1 Passive Investment

SC 13G/A 1 aeon130245sc13ga1.htm AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1 )* AEON Biopharma Inc. (F/K/A Priveterra Acquisition Corp.) (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 00791X100 (CUSIP Number) December 31, 2023 (Dat

As filed with the Securities and Exchange Commission on November 22, 2023

Table of Contents As filed with the Securities and Exchange Commission on November 22, 2023 Registration No.

Sponsor Support Agreement, dated as of December 12, 2022, by and among Priveterra Sponsor, LLC, Priveterra Acquisition Corp., and the other parties thereto.

Exhibit 10.18 Execution Version SPONSOR SUPPORT AGREEMENT This SPONSOR SUPPORT AGREEMENT (this “Agreement”), dated as of December 12, 2022, is made by and among Priveterra Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), as the sole holder of Class B common stock par value $0.0001 per share (the “Class B Common Stock”) of Priveterra Acquisition Corp., a Delaware corporation (“Pr

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650 Town Center Drive, 20th Floor Costa Mesa, California 92626-1925 Tel: +1.714.540.1235 Fax: +1.714.755.8290 www.lw.com FIRM / AFFILIATE OFFICES November 22, 2023 Austin Milan Beijing Munich Boston New York Brussels Orange County Century City Paris Chicago Riyadh Dubai San Diego Düsseldorf San Francisco Frankfurt Seoul Hamburg Silicon Valley Hong Kong Singapore Houston Tel Aviv London Tokyo Los A

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): November 13, 2023 AEON Biopharma,

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): November 13, 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number

AEON Biopharma Reports Third Quarter 2023 Financial Results – Announced topline results from Phase 2 Trial of ABP-450 (prabotulinumtoxinA) for the preventive treatment of episodic migraine that support advancing the program into a pivotal Phase 3 stu

Exhibit 99.1 ‌PRESS RELEASE AEON Biopharma Reports Third Quarter 2023 Financial Results – Announced topline results from Phase 2 Trial of ABP-450 (prabotulinumtoxinA) for the preventive treatment of episodic migraine that support advancing the program into a pivotal Phase 3 study – – Ongoing Phase 2 trial for the preventive treatment of chronic migraine has enrolled over 430 subjects; anticipate c

As filed with the Securities and Exchange Commission on October 20, 2023

Table of Contents As filed with the Securities and Exchange Commission on October 20, 2023 Registration No.

Filing fee table.

Exhibit 107 EX-FILING FEES Calculation of Filing Fee Tables Form S-1 (Form Type) AEON Biopharma, Inc.

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650 Town Center Drive, 20th Floor Costa Mesa, California 92626-1925 Tel: +1.714.540.1235 Fax: +1.714.755.8290 www.lw.com FIRM / AFFILIATE OFFICES Austin Milan Beijing Munich Boston New York Brussels Orange County Century City Paris Chicago Riyadh October 20, 2023 Dubai San Diego Düsseldorf San Francisco Frankfurt Seoul Hamburg Shanghai Hong Kong Silicon Valley Houston Singapore London Tel Aviv Los

AEON Biopharma Announces Topline Results from Phase 2 Trial of ABP-450 (prabotulinumtoxinA) for the Preventive Treatment of Episodic Migraine – ABP-450 doses of 150 units and 195 units showed treatment effect of 4.8 days and 5.0 days, respectively, i

Exhibit 99.1 PRESS RELEASE AEON Biopharma Announces Topline Results from Phase 2 Trial of ABP-450 (prabotulinumtoxinA) for the Preventive Treatment of Episodic Migraine – ABP-450 doses of 150 units and 195 units showed treatment effect of 4.8 days and 5.0 days, respectively, in the mean change from baseline in monthly migraine days (MMD) at weeks 21-24 but did not meet statistical significance vs.

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

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): October 19, 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 F

Corporate Presentation October 2023

Exhibit 99.3 Corporate Presentation October 2023 2 Forward Looking Statements This presentation includes forward - looking statements . All statements other than statements of historical facts contained in this presentation, including statements concerning possible or assumed future actions, business strategies, events or results of operations, and any statements that refer to projections, forecas

Phase 2 Topline Results Preventive Treatment of Episodic Migraine October 2023 ABP - 450 ( prabotulinumtoxinA)

Exhibit 99.2 Phase 2 Topline Results Preventive Treatment of Episodic Migraine October 2023 ABP - 450 ( prabotulinumtoxinA) 2 Forward Looking Statements Certain statements in this presentations may be considered forward - looking statements . Forward - looking statements generally relate to future events or AEON’s future financial or operating performance . For example, statements regarding contin

Letter from Ernst & Young LLP dated October 2, 2023 to the Securities and Exchange Commission regarding change in certifying accountant.

Exhibit 16.1 October 2, 2023 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read Item 4.01 of Form 8-K dated October 2, 2023, of AEON Biopharma, Inc. and are in agreement with the statements contained in the second through fourth paragraphs as reported under Item 4.01(a) therein. We have no basis to agree or disagree with other statements of the r

Financial Statements and Exhibits

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): September 28, 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

AEON BIOPHARMA, INC. 5 PARK PLAZA, SUITE 1750 IRVINE, CA 92614

AEON BIOPHARMA, INC. 5 PARK PLAZA, SUITE 1750 IRVINE, CA 92614 August 22, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Re: Delaying Amendment for AEON Biopharma, Inc. Registration Statement on Form S-1 (File No. 333-274094) Ladies and Gentlemen: Reference is made to the Registration Statement on Form S-1 (Fi

PMGM / Priveterra Acquisition Corp - Class A / Strathspey Crown Holdings Group, LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 1)* AEON Biopharma, Inc. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 00791

Filing fee table.

Exhibit 107 EX-FILING FEES Calculation of Filing Fee Tables Form S-1 (Form Type) AEON Biopharma, Inc.

As filed with the Securities and Exchange Commission on August 18, 2023

Table of Contents As filed with the Securities and Exchange Commission on August 18, 2023 Registration No.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED COMBINED FINANCIAL INFORMATION

Exhibit 99.9 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED COMBINED FINANCIAL INFORMATION Defined terms included below have the same meaning as terms defined and included elsewhere in the Current Report on Form 8-K (the “Form 8-K”) filed by AEON BioPharma, Inc. with the Securities and Exchange Commission (the “SEC”) on July 27, 2023 and, if not defined in the Form 8-K, the Proxy Statement. Unless the

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

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 incorporati

INDEX TO FINANCIAL STATEMENTS TABLE OF CONTENTS

Exhibit 99.7 INDEX TO FINANCIAL STATEMENTS TABLE OF CONTENTS AEON BIOPHARMA, INC. Report of Independent Registered Public Accounting Firm F-1 Consolidated Balance Sheets as of December 31, 2022 and 2021 and as of June 30, 2023 (Unaudited) F-2 Consolidated Statements of Operations and Comprehensive Income (Loss) for the Years Ended December 31, 2022 and 2021 and for the Three and Six Months Ended J

AEON MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Exhibit 99.8 AEON MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis of our consolidated financial condition and results of operations should be read together with our audited and unaudited consolidated financial statements and related notes appearing elsewhere in this Current Report on Form 8-K, filed by AEON Biopharma, Inc.

Amendment No. 1 to Business Combination Agreement, dated as of April 27, 2023, by and among AEON Biopharma, Inc., Priveterra Acquisition Corp., and Priveterra Merger Sub, Inc.

EXHIBIT 99.2 Execution Version Confidential AMENDMENT NO. 1 to BUSINESS COMBINATION AGREEMENT This Amendment No. 1 to the Business Combination Agreement (this “Amendment”) is made as of April 27, 2023, by and among Priveterra Acquisition Corp., a Delaware corporation (“SPAC”), AEON Biopharma, Inc., a Delaware corporation (the “Company”), and Priveterra Merger Sub, Inc., a Delaware corporation and

Amended and Restated Registration Rights Agreement, dated as of July 21, 2023, by and among AEON Biopharma, Inc. and the stockholders party thereto.

EXHIBIT 99.3 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 21, 2023, is made and entered into by and among AEON Biopharma, Inc., a Delaware corporation (the “Company”) (formerly known as Priveterra Acquisition Corp., a Delaware corporation), Priveterra Sponsor, LLC, a Delaware limited liability compan

PMGM / Priveterra Acquisition Corp - Class A / Strathspey Crown Holdings Group, LLC - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. )* AEON Biopharma, Inc. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 00791X10

Power of Attorney of Strathspey Crown Holdings Group, LLC.

U.S. Securities and Exchange Commission You’ve Exceeded the SEC’s Traffic Limit Your request rate has exceeded the SEC’s maximum allowable requests per second. Your access to SEC.gov will be limited for 10 minutes. Current guidelines limit each user to a total of no more than 10 requests per second, regardless of the number of machines used to submit requests. To ensure that SEC.gov remains

Business Combination Agreement, dated as of December 12, 2022, by and among AEON Biopharma, Inc., Priveterra Acquisition Corp., and Priveterra Merger Sub, Inc.

EXHIBIT 99.1 Execution Version BUSINESS COMBINATION AGREEMENT BY AND AMONG PRIVETERRA ACQUISITION CORP., PRIVETERRA MERGER SUB, INC. AND AEON BIOPHARMA, INC. DATED AS OF DECEMBER 12, 2022 TABLE OF CONTENTS PAGE ARTICLE 1 CERTAIN DEFINITIONS Section 1.1 Definitions A-3 Section 1.2 Certain Defined Terms A-15 ARTICLE 2 THE MERGER Section 2.1 Closing Transactions A-18 Section 2.2 Contingent Considerat

PMGM / Priveterra Acquisition Corp - Class A / Daewoong Co., Ltd - SCHEDULE 13D Activist Investment

United States Securities and Exchange Commission Washington, DC 20549 Schedule 13D (Rule 13d-101) Information to be Included in Statements Filed Pursuant to § 240.

Amended and Restated Employment Agreement, by and between AEON Biopharma, Inc. and Marc Forth.

Exhibit 10.11 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (this “Agreement”), dated as of July 21, 2023, is between AEON Biopharma, Inc., a Delaware corporation (the “Company”), and Marc Forth, an individual (“Employee”), effective as of the date of the consummation of the transactions contemplated by that certain Business Combination Agreement, dated a

PRIVETERRA SPONSOR, LLC 300 SE 2nd Street, Suite 600 Fort Lauderdale, Florida 33301 June 29, 2023

Exhibit 99.5 EXECUTION VERSION PRIVETERRA SPONSOR, LLC 300 SE 2nd Street, Suite 600 Fort Lauderdale, Florida 33301 June 29, 2023 ACM ASOF VIII Secondary-C LP One Rockefeller Plaza, 32nd Floor New York, New York 10020 Attn: Andrew Weksler Re: Sponsor Share Arrangement This letter agreement (the “Agreement”) is being made as of June 29, 2023, by and between ACM ASOF VIII Secondary-C LP (“Subscriber”

AEON Biopharma, Inc. Non-Employee Director Compensation Program.

Exhibit 10.6 1 US-DOCS\138377375.2 AEON BIOPHARMA, INC. NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM Eligible Directors (as defined below) on the board of directors (the “Board”) of AEON Biopharma, Inc. (the “Company”) shall be eligible to receive cash and equity compensation as set forth in this Non-Employee Director Compensation Program (this “Program”). The cash and equity compensation described

Employment Agreement, by and between AEON Biopharma, Inc. and Chad Oh.

Exhibit 10.12 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”), dated as of July 21, 2023, is between AEON Biopharma, Inc., a Delaware corporation (the “Company”), and Chad Oh, M.D., an individual (“Employee”), effective as of the date of the consummation of the transactions contemplated by that certain Business Combination Agreement, dated as of December 12, 2022, by and between

FPA Funding Amount PIPE Subscription Agreement, by and among Priveterra Acquisition Corp. and Polar Multi-Strategy Master Fund.

Exhibit 10.24 PRIVATE & CONFIDENTIAL SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on June 29, 2023, by and among Priveterra Acquisition Corp., a Delaware corporation (the “Company”) and the undersigned subscriber (“Subscriber”). WHEREAS, AEON Biopharma, Inc. (“AEON”), the Company, and Priveterra Merger Sub, Inc., a Delaware corporation and subs

New Money PIPE Subscription Agreement, dated as of June 29, 2023, by and among Priveterra Acquisition Corp. and Polar Multi-Strategy Master Fund.

Exhibit 10.26 PRIVATE & CONFIDENTIAL Execution Version SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on June 29, 2023, by and among Priveterra Acquisition Corp., a Delaware corporation (the “Company”) and the undersigned subscriber (“Subscriber”). WHEREAS, AEON Biopharma, Inc. (“AEON”), the Company, and Priveterra Merger Sub, Inc., a Delaware co

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): July 21, 2023 AEON Biopharma, Inc

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): 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

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED COMBINED FINANCIAL INFORMATION

Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED COMBINED FINANCIAL INFORMATION Defined terms included below have the same meaning as terms defined and included elsewhere in the Current Report on Form 8-K (the “Form 8-K”) filed by AEON BioPharma, Inc. with the Securities and Exchange Commission (the “SEC”) on July 27, 2023 and, if not defined in the Form 8-K, the Proxy Statement. Unless the

INDEX TO FINANCIAL STATEMENTS TABLE OF CONTENTS

Exhibit 99.1 INDEX TO FINANCIAL STATEMENTS TABLE OF CONTENTS AEON BIOPHARMA, INC. Report of Independent Registered Public Accounting Firm F-1 Consolidated Balance Sheets as of December 31, 2022 and 2021 and as of March 31, 2023 and 2022 (Unaudited) F-2 Consolidated Statements of Operations and Comprehensive Income (Loss) for the Years Ended December 31, 2022 and 2021 and for the Three Months Ended

Note Subscription Agreement, dated as of March 9, 2023, by and among Priveterra Acquisition Corp., AEON Biopharma, and Alphaeon 1, LLC

Exhibit 10.28 Execution Version NOTE SUBSCRIPTION AGREEMENT This NOTE SUBSCRIPTION AGREEMENT (this “Note Subscription Agreement”) is entered into on March 9, 2023, by and among AEON Biopharma, Inc., a Delaware corporation (the “Company”), Priveterra Acquisition Corporation, a Delaware corporation (“Priveterra”), and the Subscriber set forth on the signature page hereto (“Subscriber”). WHEREAS, the

Forward Purchase Agreement, dated as of June 29, 2023, by and among Priveterra Acquisition Corp., AEON Biopharma, Inc. and Polar Multi-Strategy Master Fund.

Exhibit 10.22 Date: June 29, 2023 To: Priveterra Acquisition Corp., a Delaware corporation (“Priveterra”) and AEON Biopharma, Inc., a Delaware corporation (“Target”). Address: 300 SE 2nd Street, Suite 600 Fort Lauderdale, FL 33301 From: Polar Multi-Strategy Master Fund, a Cayman Islands exempted company (“Seller”) Re: OTC Equity Prepaid Forward Transaction The purpose of this agreement (this “Conf

Form of Stock Option Agreement under AEON Biopharma, Inc. Amended and Restated 2019 Incentive Award Plan.

Exhibit 10.2 ABP SUB, INC. 2019 INCENTIVE AWARD PLAN I. NOTICE OF STOCK OPTION GRANT Pursuant to the ABP Sub, Inc. 2019 Incentive Award Plan (as amended from time to time, the “Plan”), ABP Sub, Inc. (the “Company”) hereby grants to the Optionee listed below (“Optionee”), an option (the “Option”) to purchase the number of shares of the Company’s Common Stock set forth below, subject to the terms an

FPA Funding Amount PIPE Subscription Agreement, dated as of June 29, 2023, by and among Priveterra Acquisition Corp. and ACM ARRT J LLC.

Exhibit 10.23 PRIVATE & CONFIDENTIAL SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on June 29, 2023, by and among Priveterra Acquisition Corp., a Delaware corporation (the “Company”) and the undersigned subscriber (“Subscriber”). WHEREAS, AEON Biopharma, Inc. (“AEON”), the Company, and Priveterra Merger Sub, Inc., a Delaware corporation and subs

AEON Biopharma, Inc. Code of Business Conduct and Ethics.

Exhibit 14.1 CODE OF BUSINESS CONDUCT AND ETHICS AEON Biopharma, Inc. Effective Date: July 21, 2023 AEON Biopharma, Inc. (the “Company”) is committed to ensuring an ethical workplace. This Code of Business Conduct and Ethics (this “Code of Conduct”) reflects the business practices and principles of behavior that support this commitment. The Company expects every director, officer, employee, consul

AEON MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Exhibit 99.3 AEON MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis of our consolidated financial condition and results of operations should be read together with our audited and unaudited consolidated financial statements and related notes appearing elsewhere in this Current Report on Form 8-K to which this Exhibit 99.3 is

PRIVETERRA SPONSOR, LLC 300 SE 2nd Street, Suite 600 Fort Lauderdale, Florida 33301 June 29, 2023

Exhibit 99.6 EXECUTION VERSION PRIVETERRA SPONSOR, LLC 300 SE 2nd Street, Suite 600 Fort Lauderdale, Florida 33301 June 29, 2023 POLAR MULTI-STRATEGY MASTER FUND 94 Solaris Avenue Camana Bay PO Box 1348 Grand Cayman KY1-1108 Cayman Islands Re:           Sponsor Share Arrangement This letter agreement (the “Agreement”) is being made as of June 29, 2023, by and between Polar Asset Management Partner

Amendment No. 1 to Note Subscription Agreement, dated June 23, 2023, by and among Priveterra Acquisition Corp., AEON Biopharma, Inc., and Alphaeon 1, LLC.

Exhibit 10.28(a) Execution Version Confidential AMENDMENT NO. 1 to NOTE SUBSCRIPTION AGREEMENT This Amendment No. 1 to the Note Subscription Agreement (this “Amendment”) is made as of June 23, 2023, by and among Priveterra Acquisition Corp., a Delaware corporation (“Priveterra”), AEON Biopharma, Inc., a Delaware corporation (the “Company”), and Alphaeon 1, LLC, a Delaware limited liability company

Third Amended and Restated Certificate of Incorporation of AEON Biopharma, Inc. (incorporated by reference to Exhibit 3.1 to the Form 8-K filed by the Company with the SEC on July 27, 2023)

Exhibit 3.1 THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PRIVETERRA ACQUISITION CORP. Priveterra Acquisition Corp. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as follows: 1.            The name of the Corporation is Priveterra Acquisition Corp. The Corporation was incorporated u

New Money PIPE Subscription Agreement, by and among Priveterra Acquisition Corp. and ACM ARRT J LLC.

Exhibit 10.25 PRIVATE & CONFIDENTIAL Execution Version SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on June 29, 2023, by and among Priveterra Acquisition Corp., a Delaware corporation (the “Company”) and the undersigned subscriber (“Subscriber”). WHEREAS, AEON Biopharma, Inc. (“AEON”), the Company, and Priveterra Merger Sub, Inc., a Delaware co

Note Subscription Agreement, dated as of June 27, 2023, by and among Priveterra Acquisition Corp., AEON Biopharma, and Daewoong Co., Ltd.

Exhibit 10.27 Execution Version NOTE SUBSCRIPTION AGREEMENT This NOTE SUBSCRIPTION AGREEMENT (this “Note Subscription Agreement”) is entered into on June 27, 2023, by and among AEON Biopharma, Inc., a Delaware corporation (the “Company”), Priveterra Acquisition Corporation, a Delaware corporation (“Priveterra”), and the Subscriber set forth on the signature page hereto (“Subscriber”). WHEREAS, the

Form of Restricted Stock Unit Agreement under AEON Biopharma, Inc. Amended and Restated 2019 Incentive Award Plan.

Exhibit 10.3 US-DOCS\140721846.3 ABP SUB, INC. 2019 INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT GRANT NOTICE ABP Sub, Inc., a Delaware corporation (the “Company”), has granted to the participant listed below (“Participant”) the Restricted Stock Units (the “RSUs”) described in this Restricted Stock Unit Grant Notice (this “Grant Notice”), subject to the terms and conditions of the ABP Sub, Inc. 2019

AEON Biopharma Announces Closing of Business Combination with Priveterra Acquisition Corp. and Provides Pipeline Update Common stock and warrants of combined company will be listed on the New York Stock Exchange American under the symbols AEON and AE

Exhibit 99.4 PRESS RELEASE AEON Biopharma Announces Closing of Business Combination with Priveterra Acquisition Corp. and Provides Pipeline Update Common stock and warrants of combined company will be listed on the New York Stock Exchange American under the symbols AEON and AEON WS, respectively Phase 2 topline data with ABP-450 for the preventive treatment of episodic migraine is anticipated to r

Amended and Restated Registration Rights Agreement, dated as of July 21, 2023, by and between AEON Biopharma, Inc. and the stockholders party thereto.

Exhibit 10.20 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 21, 2023, is made and entered into by and among AEON Biopharma, Inc., a Delaware corporation (the “Company”) (formerly known as Priveterra Acquisition Corp., a Delaware corporation), Priveterra Sponsor, LLC, a Delaware limited liability compa

Employment Agreement, by and between AEON Biopharma, Inc. and Alex Wilson.

Exhibit 10.13 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”), dated as of July 21, 2023, is between AEON Biopharma, Inc., a Delaware corporation (the “Company”), and Alex Wilson, an individual (“Employee”), effective as of the date of the consummation of the transactions contemplated by that certain Business Combination Agreement, dated as of December 12, 2022, by and between Pr

Form of Restricted Stock Unit Agreement under AEON Biopharma, Inc. Amended and Restated 2019 Incentive Award Plan (409A Deferred Compensation).

Exhibit 10.4 US-DOCS\140855887.2 ABP SUB, INC. 2019 INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT GRANT NOTICE ABP Sub, Inc., a Delaware corporation (the “Company”), has granted to the participant listed below (“Participant”) the Restricted Stock Units (the “RSUs”) described in this Restricted Stock Unit Grant Notice (this “Grant Notice”), subject to the terms and conditions of the ABP Sub, Inc. 2019

Letter from WithumBrown + Smith LLP to the Securities and Exchange Commission.

Exhibit 16.1 July 27, 2023 Office of the Chief Accountant Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Ladies and Gentlemen: We have read AEON Biopharma, Inc. (formerly known as PriveTerra Acquisition Corp) statements included under Item 4.01 of its Form 8-K dated July 27, 2023. We agree with the statements concerning our Firm under Item 4.01, in which we were informe

Forward Purchase Agreement, dated as of June 29, 2023, by and among Priveterra Acquisition Corp., AEON Biopharma, Inc. and ACM ARRT J LLC.

Exhibit 10.21 Execution Version Date: June 29, 2023 To: Priveterra Acquisition Corp., a Delaware corporation (“Priveterra”) and AEON Biopharma, Inc., a Delaware corporation (“Target”). Address: 300 SE 2nd Street, Suite 600 Fort Lauderdale, FL 33301 From: ACM ARRT J LLC (“Seller”) Re: OTC Equity Prepaid Forward Transaction The purpose of this agreement (this “Confirmation”) is to confirm the terms

Amended and Restated Bylaws of AEON Biopharma, Inc. (incorporated by reference to Exhibit 3.2 to the Form 8-K filed by the Company with the SEC on July 27, 2023)

Exhibit 3.2 Amended and Restated Bylaws of AEON Biopharma, Inc. (a Delaware corporation) as of July 21, 2023 Table of Contents Page Article I - Corporate Offices 1 1.1 Registered Office 1 1.2 Other Offices 1 Article II - Meetings of Stockholders 1 2.1 Place of Meetings 1 2.2 Annual Meeting 1 2.3 Special Meeting 1 2.4 Notice of Business to be Brought before a Meeting 2 2.5 Notice of Nominations for

AEON Biopharma, Inc. 2023 Incentive Award Plan.

Exhibit 10.5 US-DOCS\137441470.5 AEON BIOPHARMA, INC. 2023 INCENTIVE AWARD PLAN ARTICLE I. PURPOSE The Plan’s purpose is to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities and/or equity-linked compensatory opportunities. Capitalized term

AEON Biopharma, Inc. Amended and Restated 2019 Incentive Award Plan.

Exhibit 10.1 AEON BIOPHARMA, INC. AMENDED AND RESTATED 2019 INCENTIVE AWARD PLAN Effective July 21, 2023 AEON BIOPHARMA, INC. AMENDED AND RESTATED 2019 INCENTIVE AWARD PLAN 1.            Purposes of the Plan. The purposes of this AEON Biopharma, Inc. Amended and Restated 2019 Incentive Award Plan (the “Plan”) are to attract and retain the best available personnel for positions of substantial respo

Corporate Presentation July 2023

Exhibit 99.1 Corporate Presentation July 2023 2 Forward Looking Statements This presentation includes forward - looking statements . All statements other than statements of historical facts contained in this presentation, including statements concerning possible or assumed future actions, business strategies, events or results of operations, and any statements that refer to projections, forecasts

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): July 24, 2023 AEON BIOPHARMA, INC

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): July 24, 2023 AEON BIOPHARMA, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-40021 85-3940478 (State or Other Jurisdiction of Incorporation) (Commission File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO S

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to. Priveterra Acquisition Corp. (Exact

Form 8-A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 AEON Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware 85-3940478 (State of incorporation or organization) (I.R.S. Employer Identification No.) 5 Park Plaza, Suite 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-40021 PRIVETERRA ACQUISITION CORP. The NASDAQ Stock Market LLC (Exact name of Issuer as specified in its charter, and name of Exchange where security is listed and/or register

PMGM / Priveterra Acquisition Corp - Class A / Saba Capital Management, L.P. - FORM SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Priveterra Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 74275N102 (CUSIP Number) July 18, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule p

As filed with the Securities and Exchange Commission on July 18, 2023.

As filed with the Securities and Exchange Commission on July 18, 2023. Registration No. 333-269006 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PRIVETERRA ACQUISITION CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware 6770 85-3940478 (State or Other Jurisdiction of Incorporation or Organi

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) Priveterra Acquisition Corp.

Priveterra Acquisition Corp. Announces Authorization to List on NYSE Upon Completion of Business Combination with AEON Biopharma, Inc.

Exhibit 99.1 PRESS RELEASE Priveterra Acquisition Corp. Announces Authorization to List on NYSE Upon Completion of Business Combination with AEON Biopharma, Inc. FORT LAUDERDALE, FL- July 17, 2023- Priveterra Acquisition Corp. (Nasdaq: PMGM) (“Priveterra” and, after the consummation of its pending business combination (the “Business Combination”) and following its name change to AEON Biopharma, In

Priveterra Acquisition Corp. Announces Authorization to List on NYSE Upon Completion of Business Combination with AEON Biopharma, Inc.

Exhibit 99.1 PRESS RELEASE Priveterra Acquisition Corp. Announces Authorization to List on NYSE Upon Completion of Business Combination with AEON Biopharma, Inc. FORT LAUDERDALE, FL- July 17, 2023- Priveterra Acquisition Corp. (Nasdaq: PMGM) (“Priveterra” and, after the consummation of its pending business combination (the “Business Combination”) and following its name change to AEON Biopharma, In

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 13, 2023 PRIVETERRA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 13, 2023 PRIVETERRA ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40021 85-3940478 (State or other jurisdiction of incorporation o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 13, 2023 PRIVETERRA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 13, 2023 PRIVETERRA ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40021 85-3940478 (State or other jurisdiction of incorporation o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 11, 2023 PRIVETERRA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 11, 2023 PRIVETERRA ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40021 85-3940478 (State or other jurisdiction of incorporation o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 11, 2023 PRIVETERRA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 11, 2023 PRIVETERRA ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40021 85-3940478 (State or other jurisdiction of incorporation o

Priveterra Acquisition Corp. Announces Intention to Transfer to NYSE Upon Completion of Business Combination with AEON Biopharma, Inc.

Exhibit 99.1 PRESS RELEASE Priveterra Acquisition Corp. Announces Intention to Transfer to NYSE Upon Completion of Business Combination with AEON Biopharma, Inc. FORT LAUDERDALE, FL- July 11, 2023- Priveterra Acquisition Corp. (Nasdaq: PMGM) (“Priveterra” and, after the consummation of its pending business combination (the “Business Combination”) and following its name change to AEON Biopharma, In

Priveterra Acquisition Corp. Announces Intention to Transfer to NYSE Upon Completion of Business Combination with AEON Biopharma, Inc.

Exhibit 99.1 PRESS RELEASE Priveterra Acquisition Corp. Announces Intention to Transfer to NYSE Upon Completion of Business Combination with AEON Biopharma, Inc. FORT LAUDERDALE, FL- July 11, 2023- Priveterra Acquisition Corp. (Nasdaq: PMGM) (“Priveterra” and, after the consummation of its pending business combination (the “Business Combination”) and following its name change to AEON Biopharma, In

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 5, 2023 PRIVETERRA A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 5, 2023 PRIVETERRA ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40021 85-3940478 (State or other jurisdiction of incorporation or

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 5, 2023 PRIVETERRA A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 5, 2023 PRIVETERRA ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40021 85-3940478 (State or other jurisdiction of incorporation or

Form of Forward Purchase Agreement, by and among Priveterra Acquisition Corp., AEON Biopharma, Inc., and ACM ARRT J LLC.

Exhibit 10.1 Execution Version Date: June 29, 2023 To: Priveterra Acquisition Corp., a Delaware corporation (“Priveterra”) and AEON Biopharma, Inc., a Delaware corporation (“Target”). Address: 300 SE 2nd Street, Suite 600 Fort Lauderdale, FL 33301 From: ACM ARRT J LLC (“Seller”) Re: OTC Equity Prepaid Forward Transaction The purpose of this agreement (this “Confirmation”) is to confirm the terms a

Form of Note Subscription Agreement, by and among Priveterra Acquisition Corp. and the investors signatory thereto.

Exhibit 10.3 NOTE SUBSCRIPTION AGREEMENT This NOTE SUBSCRIPTION AGREEMENT (this “Note Subscription Agreement”) is entered into on [ · ], 2023, by and among AEON Biopharma, Inc., a Delaware corporation (the “Company”), Priveterra Acquisition Corporation, a Delaware corporation (“Priveterra”), and the Subscriber set forth on the signature page hereto (“Subscriber”). WHEREAS, the Company, Priveterra

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 29, 2023 PRIVETERRA ACQUISIT

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 29, 2023 PRIVETERRA ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40021 85-3940478 (State or other jurisdiction of incorporation) (Commiss

Form of FPA Funding Amount PIPE Subscription Agreement, by and among Priveterra Acquisition Corp. and the investors signatory thereto.

Exhibit 10.4 PRIVATE & CONFIDENTIAL SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on June , 2023, by and among Priveterra Acquisition Corp., a Delaware corporation (the “Company”) and the undersigned subscriber (“Subscriber”). WHEREAS, AEON Biopharma, Inc. (“AEON”), the Company, and Priveterra Merger Sub, Inc., a Delaware corporation and subsidi

Press Release, dated June 30, 2023

Exhibit 99.1 PRESS RELEASE AEON Biopharma and Priveterra Announce Arrangement of Up to $125 Million of Financing in Connection with Proposed Business Combination Financing represents minimum cash required to consummate the business combination and bridge AEON through key episodic migraine data readout IRVINE, Calif., June 30, 2023 – AEON Biopharma, Inc. (“AEON” or the “Company”), a clinical-stage

PRIVETERRA SPONSOR, LLC 300 SE 2nd Street, Suite 600 Fort Lauderdale, Florida 33301 June 29, 2023

Exhibit 99.2 EXECUTION VERSION PRIVETERRA SPONSOR, LLC 300 SE 2nd Street, Suite 600 Fort Lauderdale, Florida 33301 June 29, 2023 POLAR MULTI-STRATEGY MASTER FUND 94 Solaris Avenue Camana Bay PO Box 1348 Grand Cayman KY1-1108 Cayman Islands Re:           Sponsor Share Arrangement This letter agreement (the “Agreement”) is being made as of June 29, 2023, by and between Polar Asset Management Partner

AEON Biopharma and Priveterra Announce Arrangement of Up to $125 Million of Financing in Connection with Proposed Business Combination Financing represents minimum cash required to consummate the business combination and bridge AEON through key episo

Exhibit 99.1 PRESS RELEASE AEON Biopharma and Priveterra Announce Arrangement of Up to $125 Million of Financing in Connection with Proposed Business Combination Financing represents minimum cash required to consummate the business combination and bridge AEON through key episodic migraine data readout IRVINE, Calif., June 30, 2023 – AEON Biopharma, Inc. (“AEON” or the “Company”), a clinical-stage

PRIVETERRA SPONSOR, LLC 300 SE 2nd Street, Suite 600 Fort Lauderdale, Florida 33301 June 29, 2023

Exhibit 99.1 EXECUTION VERSION PRIVETERRA SPONSOR, LLC 300 SE 2nd Street, Suite 600 Fort Lauderdale, Florida 33301 June 29, 2023 ACM ASOF VIII Secondary-C LP One Rockefeller Plaza, 32nd Floor New York, New York 10020 Attn: Andrew Weksler Re: Sponsor Share Arrangement This letter agreement (the “Agreement”) is being made as of June 29, 2023, by and between ACM ASOF VIII Secondary-C LP (“Subscriber”

Form of Forward Purchase Agreement, by and among Priveterra Acquisition Corp., AEON Biopharma, Inc., and Polar Multi-Strategy Master Fund.

Exhibit 10.2 Date: June [•], 2023 To: Priveterra Acquisition Corp., a Delaware corporation (“Priveterra”) and AEON Biopharma, Inc., a Delaware corporation (“Target”). Address: 300 SE 2nd Street, Suite 600 Fort Lauderdale, FL 33301 From: Polar Multi-Strategy Master Fund, a Cayman Islands exempted company (“Seller”) Re: OTC Equity Prepaid Forward Transaction The purpose of this agreement (this “Conf

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 30, 2023 PRIVETERRA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 30, 2023 PRIVETERRA ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40021 85-3940478 (State or other jurisdiction of incorporation o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 30, 2023 PRIVETERRA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 30, 2023 PRIVETERRA ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40021 85-3940478 (State or other jurisdiction of incorporation o

Form of New Money PIPE Subscription Agreement, by and among Priveterra Acquisition Corp. and the investors signatory thereto.

Exhibit 10.5 PRIVATE & CONFIDENTIAL Execution Version SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on June , 2023, by and among Priveterra Acquisition Corp., a Delaware corporation (the “Company”) and the undersigned subscriber (“Subscriber”). WHEREAS, AEON Biopharma, Inc. (“AEON”), the Company, and Priveterra Merger Sub, Inc., a Delaware corpo

PRIVETERRA SPONSOR, LLC 300 SE 2nd Street, Suite 600 Fort Lauderdale, Florida 33301 June 29, 2023

Exhibit 99.1 EXECUTION VERSION PRIVETERRA SPONSOR, LLC 300 SE 2nd Street, Suite 600 Fort Lauderdale, Florida 33301 June 29, 2023 ACM ASOF VIII Secondary-C LP One Rockefeller Plaza, 32nd Floor New York, New York 10020 Attn: Andrew Weksler Re: Sponsor Share Arrangement This letter agreement (the “Agreement”) is being made as of June 29, 2023, by and between ACM ASOF VIII Secondary-C LP (“Subscriber”

Form of Note Subscription Agreement, by and among Priveterra Acquisition Corp. and the investors signatory thereto.

Exhibit 10.3 NOTE SUBSCRIPTION AGREEMENT This NOTE SUBSCRIPTION AGREEMENT (this “Note Subscription Agreement”) is entered into on [ · ], 2023, by and among AEON Biopharma, Inc., a Delaware corporation (the “Company”), Priveterra Acquisition Corporation, a Delaware corporation (“Priveterra”), and the Subscriber set forth on the signature page hereto (“Subscriber”). WHEREAS, the Company, Priveterra

PRIVETERRA SPONSOR, LLC 300 SE 2nd Street, Suite 600 Fort Lauderdale, Florida 33301 June 29, 2023

Exhibit 99.2 EXECUTION VERSION PRIVETERRA SPONSOR, LLC 300 SE 2nd Street, Suite 600 Fort Lauderdale, Florida 33301 June 29, 2023 POLAR MULTI-STRATEGY MASTER FUND 94 Solaris Avenue Camana Bay PO Box 1348 Grand Cayman KY1-1108 Cayman Islands Re:           Sponsor Share Arrangement This letter agreement (the “Agreement”) is being made as of June 29, 2023, by and between Polar Asset Management Partner

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State

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 29, 2023 PRIVETERRA ACQUISIT

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 29, 2023 PRIVETERRA ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40021 85-3940478 (State or other jurisdiction of incorporation) (Commiss

Form of FPA Funding Amount PIPE Subscription Agreement, by and among Priveterra Acquisition Corp. and the investors signatory thereto.

Exhibit 10.4 PRIVATE & CONFIDENTIAL SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on June , 2023, by and among Priveterra Acquisition Corp., a Delaware corporation (the “Company”) and the undersigned subscriber (“Subscriber”). WHEREAS, AEON Biopharma, Inc. (“AEON”), the Company, and Priveterra Merger Sub, Inc., a Delaware corporation and subsidi

AEON Biopharma and Priveterra Announce Arrangement of Up to $125 Million of Financing in Connection with Proposed Business Combination Financing represents minimum cash required to consummate the business combination and bridge AEON through key episo

Exhibit 99.1 PRESS RELEASE AEON Biopharma and Priveterra Announce Arrangement of Up to $125 Million of Financing in Connection with Proposed Business Combination Financing represents minimum cash required to consummate the business combination and bridge AEON through key episodic migraine data readout IRVINE, Calif., June 30, 2023 – AEON Biopharma, Inc. (“AEON” or the “Company”), a clinical-stage

Form of New Money PIPE Subscription Agreement, by and among Priveterra Acquisition Corp. and the investors signatory thereto.

Exhibit 10.5 PRIVATE & CONFIDENTIAL Execution Version SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on June , 2023, by and among Priveterra Acquisition Corp., a Delaware corporation (the “Company”) and the undersigned subscriber (“Subscriber”). WHEREAS, AEON Biopharma, Inc. (“AEON”), the Company, and Priveterra Merger Sub, Inc., a Delaware corpo

Form of Forward Purchase Agreement, by and among Priveterra Acquisition Corp., AEON Biopharma, Inc., and Polar Multi-Strategy Master Fund.

Exhibit 10.2 Date: June [•], 2023 To: Priveterra Acquisition Corp., a Delaware corporation (“Priveterra”) and AEON Biopharma, Inc., a Delaware corporation (“Target”). Address: 300 SE 2nd Street, Suite 600 Fort Lauderdale, FL 33301 From: Polar Multi-Strategy Master Fund, a Cayman Islands exempted company (“Seller”) Re: OTC Equity Prepaid Forward Transaction The purpose of this agreement (this “Conf

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State

Form of Forward Purchase Agreement, by and among Priveterra Acquisition Corp., AEON Biopharma, Inc., and ACM ARRT J LLC.

Exhibit 10.1 Execution Version Date: June 29, 2023 To: Priveterra Acquisition Corp., a Delaware corporation (“Priveterra”) and AEON Biopharma, Inc., a Delaware corporation (“Target”). Address: 300 SE 2nd Street, Suite 600 Fort Lauderdale, FL 33301 From: ACM ARRT J LLC (“Seller”) Re: OTC Equity Prepaid Forward Transaction The purpose of this agreement (this “Confirmation”) is to confirm the terms a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 30, 2023 PRIVETERRA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 30, 2023 PRIVETERRA ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40021 85-3940478 (State or other jurisdiction of incorporation o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 28, 2023 PRIVETERRA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 28, 2023 PRIVETERRA ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40021 85-3940478 (State or other jurisdiction of incorporation o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 28, 2023 PRIVETERRA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 28, 2023 PRIVETERRA ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40021 85-3940478 (State or other jurisdiction of incorporation o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 26, 2023 PRIVETERRA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 26, 2023 PRIVETERRA ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40021 85-3940478 (State or other jurisdiction of incorporation o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 26, 2023 PRIVETERRA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 26, 2023 PRIVETERRA ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40021 85-3940478 (State or other jurisdiction of incorporation o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 21, 2023 PRIVETERRA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 21, 2023 PRIVETERRA ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40021 85-3940478 (State or other jurisdiction of incorporation o

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 21, 2023 PRIVETERRA ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40021 85-3940478 (State or other jurisdiction of incorporation o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 15, 2023 PRIVETERRA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 15, 2023 PRIVETERRA ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40021 85-3940478 (State or other jurisdiction of incorporation o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 15, 2023 PRIVETERRA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 15, 2023 PRIVETERRA ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40021 85-3940478 (State or other jurisdiction of incorporation o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 13, 2023 PRIVETERRA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 13, 2023 PRIVETERRA ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40021 85-3940478 (State or other jurisdiction of incorporation o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 13, 2023 PRIVETERRA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 13, 2023 PRIVETERRA ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40021 85-3940478 (State or other jurisdiction of incorporation o

PMGM / Priveterra Acquisition Corp - Class A / GLAZER CAPITAL, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 Priveterra Acquisition Corp. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 74275N102 (CUSIP Number) May 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 9, 2023 PRIVETERRA A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 9, 2023 PRIVETERRA ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40021 85-3940478 (State or other jurisdiction of incorporation or

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 9, 2023 PRIVETERRA A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 9, 2023 PRIVETERRA ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40021 85-3940478 (State or other jurisdiction of incorporation or

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2023 PRIVETERRA A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2023 PRIVETERRA ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40021 85-3940478 (State or other jurisdiction of incorporation or

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2023 PRIVETERRA A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2023 PRIVETERRA ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40021 85-3940478 (State or other jurisdiction of incorporation or