DEF 14A 1 aeon-20240614xdef14a.htm DEF 14A

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))
☑	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material Under §240.14a-12

AEON Biopharma, Inc.

(Name of Registrant as Specified in its Charter)

______________________________________________________________

(Name of Person(s) Filing Proxy Statement if other than the Registrant)


Payment of Filing Fee (Check all boxes that apply):

☒				No fee required.

☐				Fee paid previously with preliminary materials.

☐				Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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AEON Biopharma, Inc.

5 Park Plaza, Suite 1750

Irvine, CA 92614

April 29, 2024

Dear Fellow Stockholders:

I am pleased to invite you to attend the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of AEON Biopharma, Inc. (“AEON” or the “Company”) on June 14, 2024 at 10:00 a.m. (Pacific Time). Our Annual Meeting will be held at our offices at 5 Park Plaza, Suite 1750, Irvine, California 92614.

The attached Notice of Annual Meeting of Stockholders (the “Notice Card”) and 2024 Proxy Statement (the “Proxy Statement”) contain details of the business to be conducted at the Annual Meeting.

Whether or not you plan to attend the Annual Meeting in person, we encourage you to vote. It is important that your shares be represented and voted at the Annual Meeting. Please promptly cast your vote by telephone or electronically via the Internet or by completing and returning your signed proxy card in the enclosed postage-paid envelope or to the address indicated on your proxy card or voting instruction form. Voting electronically, by telephone or by returning your proxy card does not deprive you of the right to attend the Annual Meeting in person and vote your shares during the Annual Meeting for the business matters acted upon. Additional attendance, participation and voting information is included in the Proxy Statement and with your proxy materials.

As Chief Executive Officer of AEON, I am energized by our mission to provide life enhancing treatments to debilitating medical conditions such as migraine, cervical dystonia, post-traumatic stress disorder and gastroparesis. As you know, AEON became a publicly traded company in July 2023, and we are incredibly proud of our resilient team and how we navigated those challenges while executing our mission and remaining focused on AEON’s clinical progress. On behalf of the Board of Directors and management, we appreciate your continued support, confidence and investment in AEON Biopharma, Inc.

/s/ Marc Forth

Marc Forth

President, Chief Executive Officer and Director

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Friday, June 14, 2024, 10:00 a.m. (Pacific Time)

The 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of AEON Biopharma, Inc. (the “Company”) will be held on Friday, June 14, 2024, at 10:00 a.m. (Pacific Time). The Annual Meeting will be held at our offices at 5 Park Plaza, Suite 1750, Irvine, California 92614.


Items of Business

Elect Robert Palmisano and Shelley Thunen as Class I directors to hold office until the Company’s 2027 annual meeting of stockholders and until their respective successors have been duly elected and qualified;

Approve as a potential issuance to Daewoong Pharmaceuticals Co., LTD. (“Daewoong”) of the Company’s Class A common stock, par value $0.0001 (“Common Stock”), or securities convertible into Common Stock, equal to 20% or more of the Company’s presently outstanding stock for less than the greater of book or market value of the stock for purposes of Section 713(a)(ii) of the New York Stock Exchange American LLC (“NYSE American”) Listed Company Guide (“LCG”) and as a “change of control” of the Company for purposes of Section 713(b) of the NYSE American LCG, as described herein;

Ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2024; and

Transact such other business as may properly come before the Annual Meeting or any continuation, postponement or adjournment thereof.


Record Date

The record date for the Annual Meeting is April 26, 2024 (“Record Date”). Only holders of shares of Common Stock as of the close of business on the Record Date are entitled to notice of the Annual Meeting and to vote on all business transacted at the Annual Meeting or any continuation, postponement or adjournment thereof. A complete list of such stockholders will be open to the examination of any stockholder for a period of ten days prior to the Annual Meeting for a purpose germane to the meeting by sending an email to the Company at investor.relations@aeonbiopharma.com, stating the purpose of the request and providing proof of ownership of Company stock.

A list of stockholders eligible to vote at the Annual Meeting will be available for inspection, for any purpose germane to the Annual Meeting, at AEON’s principal executive office during regular business hours for a period of no less than ten days prior to the Annual Meeting.

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Voting Your Proxy

Your vote is important. Voting your shares will ensure the presence of a quorum at the Annual Meeting and will save the Company the expense of further solicitation. Stockholders are encouraged to attend, participate in and vote at the Annual Meeting. Whether or not you plan to attend the Annual Meeting, your vote is important. Please promptly complete and return your signed proxy card in the enclosed envelope or submit your proxy by telephone or via the Internet as described on your proxy card or voting instruction form. As described in the 2024 Proxy Statement (the “Proxy Statement”), you may also vote electronically at the Annual Meeting if you attend and participate in the Annual Meeting.

Please refer to the accompanying Proxy Statement for additional details and important information about the Annual Meeting.

By Order of the Board of Directors:

/s/ Marc Forth

Marc Forth

President, Chief Executive Officer and Director

April 29, 2024

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TABLE OF CONTENTS

		Page
PROXY STATEMENT		1

INFORMATION ABOUT THE ANNUAL MEETING AND VOTING		2

PROPOSAL 1 - ELECTION OF DIRECTORS		8
Board Size and Structure		8
Current Directors, Classes and Terms		8
Nominees for Director		8
Director & Director Nominee Qualifications and Biographical Information		8
Board Recommendation		11

PROPOSAL 2 – SHARE ISSUANCE PROPOSAL		12
Background		12
Effect of Approval		14
Consequences if Stockholder Approval is Not Obtained		14
Interests of Certain Persons in the Share Issuance Proposal		15
Board Recommendation		15

PROPOSAL 3 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		15
Appointment of Independent Registered Public Accounting Firm		15
Audit, Audit-Related, Tax and All Other Fees		17
Pre-Approval Policies and Procedures		17
Board Recommendation		18

AUDIT COMMITTEE REPORT		19
EXECUTIVE OFFICERS	20
CORPORATE GOVERNANCE	21
Corporate Governance Guidelines	21
Board Leadership Structure	21
Director Independence	22
Board Committees	22
Board and Board Committee Meetings and Attendance	24
Director Nominations Process	25
Board Role in Risk Oversight	26
Committee Charters and Corporate Governance Guidelines	27
Code of Business Conduct and Ethics	27
Anti-Hedging Policy	27
Communications with the Board	27

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EXECUTIVE AND DIRECTOR COMPENSATION		28
Summary Compensation Table		28
Narrative to Summary Compensation Table		29
Outstanding Equity Awards at Fiscal Year-End		31
Executive Compensation Arrangements		32
Director Compensation		34

EQUITY COMPENSATION PLAN INFORMATION		39

STOCK OWNERSHIP		40
Security Ownership of Certain Beneficial Owners and Management		40
Delinquent Section 16(a) Reports		41

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS		42
Policies and Procedures on Transactions with Related Persons		42
Related Person Transactions		43
Indemnification under the Certificate of Incorporation and Bylaws; Indemnification Agreements		44

STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS		45

HOUSEHOLDING		46

2023 Annual Report		46

PRINCIPAL EXECUTIVE OFFICES		47

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AEON Biopharma, Inc.

5 Park Plaza, Suite 1750

Irvine, CA 92614

PROXY STATEMENT

FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS

This 2024 proxy statement (the “Proxy Statement”) includes certain information about AEON Biopharma, Inc. (the “Company,” “AEON,” “we,” “us” or “our”), and is being solicited by the Company’s Board of Directors (the “Board”), in connection with our 2024 Annual Meeting of Stockholders to be held at our offices at 5 Park Plaza, Suite 1750, Irvine, California 92614 on Friday, June 14, 2024 at 10:00 a.m. (Pacific Time) and any continuation, postponement or adjournment thereof (the “Annual Meeting”). You should read this Proxy Statement carefully before voting at the Annual Meeting. For more complete information regarding AEON’s 2023 performance, you are encouraged to review the Company’s 2023 Annual Report to Stockholders (the “2023 Annual Report”) or our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “2023 Form 10-K”).

IMPORTANT INFORMATION REGARDING DELIVERY OF PROXY MATERIALS

The Securities and Exchange Commission has adopted rules regarding how companies must provide proxy materials to their stockholders. These rules are often referred to as “notice and access,” under which a company may select either of the following options for making proxy materials available to its stockholders:

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the full set delivery option; or

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the notice only option.

A company may use a single method for all of its stockholders, or use full set delivery for some while adopting the notice only option for others.

Full Set Delivery Option

Under the full set delivery option, a company delivers all proxy materials to its stockholders by mail as it would have done prior to the change in the rules. In addition to delivery of proxy materials to stockholders, the company must post all proxy materials on a publicly-accessible website and provide information to stockholders about how to access the website. In connection with our Annual Meeting, we have elected to use the full set delivery option. Accordingly, you will receive all proxy materials by mail. These proxy materials include the Notice Card, this Proxy Statement, proxy card and the 2023 Form 10-K.

Notice Only Option

Under the notice only option, which we have elected NOT to use for the Annual Meeting, a company must post all proxy materials on a publicly-accessible website. Instead of delivering proxy materials to its stockholders, the company instead delivers a “Notice of Internet Availability of Proxy Material.” The notice includes, among other things:

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information regarding the date and time of the Annual Meeting as well as the items to be considered at the meeting;

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information regarding the website where the proxy materials are posted; and

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various means by which a stockholder can request paper or e-mail copies of the proxy materials.

If a stockholder requests paper copies of the proxy materials, these materials must be sent to the stockholder within three business days and by first class mail.

We May Use the Notice Only Option in the Future

Although we have elected to use the full set delivery option in connection with the Annual Meeting, we may choose to use the notice only option in the future. By reducing the amount of materials that a company needs to print and mail, the notice only option provides an opportunity for cost savings as well as conservation of paper products. Many companies that have used the notice only option have also experienced a lower participation rate resulting in fewer stockholders voting at their annual meeting. We plan to evaluate the future possible cost savings as well as the possible impact on stockholder participation as we consider future use of the notice only option.

Delivery of Proxy Materials

On or about April 29, 2024, this Proxy Statement, an accompanying proxy card, the Notice Card and the 2023 Form 10-K will be mailed to stockholders and will be made available to stockholders on our Investor Relations website at https://investors.aeonbiopharma.com/overview. Our website is not part of this Proxy Statement; references to our website address in this Proxy Statement are intended to be inactive textual references only.

The only outstanding voting securities of AEON are shares of our Common Stock, of which there were 38,782,698 shares outstanding as of the Record Date. The holders of a majority in voting power of the shares of Common Stock issued and outstanding and entitled to vote, present in person or represented by proxy, are required to hold the Annual Meeting.

INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

When and where will the Annual Meeting be held?

The Annual Meeting will be held on Friday, June 14, 2024 at 10:00 a.m. (Pacific Time) at our offices at 5 Park Plaza, Suite 1750, Irvine, California 92614. Record holders of our common stock as of the close of business on April 26, 2024, the record date for the Annual Meeting (the “Record Date”), are entitled to vote at the Annual Meeting on all matters to be voted upon.

How do I attend the Annual Meeting and vote in person?

If you plan to attend the Annual Meeting and wish to vote in person, you will be given a ballot at the Annual Meeting. Please note, however, that if your shares are held in “street name,” which means your shares are held of record by a broker, bank or other nominee, and you wish to vote at the Annual Meeting, you must bring to the Annual Meeting a legal proxy from the record holder of the shares, which is the broker or other nominee, authorizing you to vote at the Annual Meeting.

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What am I being asked to vote on at the Annual Meeting?

You are being asked to vote on the following three proposals described in this Proxy Statement:

Proposal 1:

Proposal 2:

Proposal 3:

Ratification of the appointment of KPMG LLP (“KPMG”) as our independent registered public accounting firm for 2024.

Could other matters be decided at the Annual Meeting?

At the date of this Proxy Statement, we do not know of any matters to be raised at the Annual Meeting other than those referred to in this Proxy Statement. If other matters are properly presented at the Annual Meeting or any adjournment or postponement thereof for consideration, and you are a registered stockholder and have submitted a proxy card, the persons named in your proxy card (the “Named Proxies”) will have the discretion to vote on those matters for you.

When is the Record Date, and who is entitled to vote?

All holders of record of shares of Common Stock at the close of business on April 26, 2024 are entitled to notice of and to vote at the Annual Meeting and any continuation, postponement or adjournment thereof.

At the close of business on the Record Date, there were 38,782,698 shares of our Common Stock issued and outstanding and entitled to vote. Each share of Common Stock entitles its holder to one vote.

How do I vote my shares without attending the Annual Meeting?

You may vote your shares prior to the Annual Meeting in any of the following three ways:

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Internet - Visit www.proxyvote.com or the website shown on your Notice Card, proxy card or voting instruction form, and follow the instructions on how to vote your shares and complete an electronic proxy card. You will need the 16-digit control number included on your Notice Card to vote by Internet.

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Telephone - Call 800-690-6903 or the toll-free telephone number shown on your Notice Card, proxy card or voting instruction form. You will need the 16-digit control number included on your Notice Card to vote by telephone.

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Mail - Complete, sign and date your proxy card where indicated, and return the proxy card in the postage-paid envelope provided to you. You should sign your name exactly as it appears on the proxy card. If you are signing in a representative capacity (for example, as a guardian, executor, trustee, custodian, attorney or officer of a corporation), indicate your name and title or capacity.

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If your shares are held in the name of a bank, broker or other nominee, you will receive instructions on how to vote from the bank, broker or other nominee. You must follow the instructions of such bank, broker or other nominee in order for your shares to be voted.

What is the deadline for submitting a proxy?

In order to be counted, proxies submitted by beneficial owners via the Internet and telephone voting facilities will close for stockholders of record as of the Record Date at 11:59 p.m. (Eastern Time) on June 13, 2024. Proxy cards with respect to shares held of record must be received prior to the start of the Annual Meeting.

How does the Board recommend that I vote?

The Board recommends that you vote:

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FOR each of the Class I director nominees to the Board set forth in this Proxy Statement.

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FOR the approval of a potential issuance to Daewoong of Common Stock (or securities convertible into Common Stock) equal to 20% or more of presently outstanding stock for less than the greater of book or market value of the stock for purposes of Section 713(a)(ii) of the NYSE American LCG and as a “change of control” of the Company for purposes of Section 713(b) of the NYSE American LCG.

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FOR the ratification of the appointment of KPMG as our independent registered public accounting firm for 2024.

How many votes are required to approve each proposal?

Proposal 1:

Our directors are elected by a plurality of the votes cast. This means that the director nominees receiving the highest number of affirmative “FOR” votes cast, by holders of shares of our Common Stock voting together as a single class, even if less than a majority, will be elected. Votes that are “withheld” will have the same effect as an abstention and will not count as a vote “FOR” or “AGAINST” a director nominee because directors are elected by plurality voting. Because this proposal is not considered a discretionary matter, brokers lack authority to exercise their discretion to vote uninstructed shares on this proposal. Any broker non-votes will have no effect on the outcome of this proposal. There is no cumulative voting.

Proposal 2:

The proposal to approve the potential issuance of our Common Stock (or securities convertible into our Common Stock) upon conversion of convertible notes issued and sold to Daewoong as described herein requires the affirmative vote of a majority in voting power of the votes cast (excluding abstentions and broker non-votes) by holders of shares of our Common Stock voting together as a single class. A vote marked as an “abstention” is not considered a vote cast and will, therefore, not affect the outcome of this proposal. Because this proposal is not considered a discretionary matter, brokers lack authority to exercise their discretion to vote uninstructed shares on this proposal. Any broker non-votes will have no effect on the outcome of this proposal.

Proposal 3:

The proposal to ratify the appointment of KPMG as our independent registered public accounting firm for 2024 requires the affirmative vote of the holders of a majority in voting power of the votes cast (excluding abstentions and broker non-votes) on such matter by holders of shares of our Common Stock voting together as a single class. A vote marked as an “abstention” is not considered a vote cast and will, therefore, not affect the outcome of this proposal. Also, because this proposal is considered a discretionary matter, brokers are permitted to exercise their discretion to vote uninstructed shares on this proposal, and

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we do not expect any broker non-votes on this matter. However, if there are any broker non-votes, they will have no effect on the outcome of this proposal.

What if I do not specify how my shares are to be voted?

If you submit your proxy card but do not indicate any voting instructions, the Company, by way of the Named Proxies, will vote your shares FOR the election of each of the Class I director nominees named in Proposal 1 and FOR Proposals 2 and 3.

Can I change my vote after I have delivered my proxy card or voting instruction form?

Yes. Regardless of whether you voted by Internet, telephone or mail, if you are a registered stockholder, you may change your vote and revoke your proxy by taking one of the following actions:

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Delivering a written notice of revocation to our Chief Legal Officer at our principal executive offices (our address is provided under the “Principal Executive Offices” section), provided such statement is received no later than June 13, 2024.

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Voting again by Internet or telephone at a later time but before the closing of those voting facilities at 11:59 p.m. (Eastern Time) on June 13, 2024.

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Submitting a properly signed proxy card with a later date that is received by the Company no later than June 13, 2024.

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Attending the Annual Meeting and voting in person at the Annual Meeting.

Your most recent proxy card or telephone or Internet proxy is the one that is counted. Your attendance at the Annual Meeting by itself will not revoke your proxy unless you give written notice of revocation to the Company’s Chief Legal Officer before your proxy is voted or you vote online at the Annual Meeting.

If your shares are held in street name, please refer to information from your bank, broker or other nominee on how to revoke or submit new voting instructions.

What is the difference between a registered stockholder and a beneficial owner or “street name” holder?

If your shares are registered in your name directly with Continental Stock Transfer & Trust Company, our stock transfer agent, you are considered a stockholder of record, or a registered stockholder, of those shares.

If your shares are held on your behalf by a broker, bank or other nominee, you are considered the beneficial owner of those shares, and your shares are said to be held in “street name.” With respect to those shares, your bank, broker or other nominee is considered the registered stockholder and should provide you with a Notice Card or voting instruction form for you to use in directing the bank, broker or other nominee on how to vote your shares. Please refer to the information from your bank, broker or other nominee on how to submit your voting instructions.

What constitutes a quorum?

A quorum must be present at the Annual Meeting for any business to be conducted. The holders of a majority in voting power of the stock issued and outstanding and entitled to vote, present in person, or by remote communication, if applicable, or represented by proxy, constitutes a quorum for the transaction of business at the Annual Meeting. If you sign and return your proxy card or authorize a proxy to vote electronically or telephonically, your shares will be counted to determine whether we have a quorum even

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if you abstain or fail to vote as indicated in the proxy materials. Broker non-votes are counted as present for purposes of determining whether a quorum is present at the Annual Meeting.

What if a quorum is not present at the Annual Meeting?

If a quorum is not present or represented at the scheduled time of the Annual Meeting, then (i) the chairperson of the Annual Meeting or (ii) a majority in voting power of the stockholders entitled to vote at the Annual Meeting, present in person or by remote communication, if applicable, or represented by proxy, may adjourn the Annual Meeting until a quorum is present or represented.

What are abstentions and broker non-votes?

Abstentions. If you specify on your proxy card that you “abstain” from voting on an item, your shares will be counted as present and entitled to vote for the purpose of establishing a quorum. Abstentions or votes “withheld” will not be included in the tabulation of voting results for Proposals 1, 2 and 3.

Broker Non-Votes. Generally, a broker non-vote occurs when shares held by a broker in “street name” for a beneficial owner are not voted with respect to a particular proposal because (i) the broker has not received voting instructions from the stockholder who beneficially owns the shares and (ii) the broker lacks discretionary voting power to vote those shares. A broker is entitled to vote shares held for a beneficial owner, without voting instructions from such beneficial owner, on routine matters, such as the ratification of the appointment of the Company’s independent registered public accounting firm (Proposal 3). On the other hand, the proposal regarding the election of directors (Proposal 1) and the proposal to approve the issuance of our Common Stock (or securities convertible into our Common Stock) upon conversion of the convertible notes issued and sold to Daewoong as described herein (Proposal 2) are each a non-routine matter and, absent voting instructions from the beneficial owner of such shares, your broker does not have discretion and is not entitled to vote shares held for a beneficial owner on such matters. Broker non-votes will have no effect on any of Proposals 1, 2 and 3.

What does it mean if I receive more than one Notice Card or more than one set of proxy materials?

It means that your shares are held in more than one account at the transfer agent and/or with banks or brokers. Please vote all of your shares. To ensure that all of your shares are voted, for each Notice Card or set of proxy materials, please submit your proxy by phone, via the Internet, or, if you received printed copies of the proxy materials, by signing, dating and returning the enclosed proxy card in the enclosed envelope.

Who will count the votes?

Representatives of Broadridge Investor Communications Services (“Broadridge”) will tabulate the votes, and a representative of the Company will act as inspector of election.

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Who will pay for the cost of this proxy solicitation?

The Company will pay the cost of soliciting proxies. Proxies may be solicited on our behalf by directors, officers or employees (for no additional compensation) in person or by telephone, electronic transmission and facsimile transmission. Brokers and other nominees will be requested to solicit proxies or authorizations from beneficial owners and will be reimbursed for their reasonable expenses. We may also engage the services of a proxy solicitor to assist in the solicitation of proxies and provide related advice and informational support for a services fee and the reimbursement of customary disbursements that are not expected to exceed $15,000 in the aggregate.

Where can I find the voting results of the Annual Meeting?

We intend to announce the preliminary voting results at the Annual Meeting, and we expect to publish the final voting results in a Current Report on Form 8-K filed with the SEC within the four business day deadline of the Annual Meeting.

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PROPOSAL 1 - ELECTION OF DIRECTORS

Board Size and Structure

Our Certificate of Incorporation provides that the number of directors shall be established from time to time by our Board. Our Board has fixed the number of directors at six, and as of the date of this Proxy Statement, there are six members of our Board.

Our Certificate of Incorporation provides that the Board be divided into three classes, designated as Class I, Class II and Class III. Each class of directors must stand for reelection no later than the third annual meeting of stockholders subsequent to their initial appointment or election to the Board, provided that the term of each director will continue until the election and qualification of his or her successor or his or her earlier death, resignation, disqualification or removal. Generally, subject to the Amended and Restated Stockholders Agreement described herein, vacancies or newly created directorships will be filled, upon the recommendation of the Nominating & Corporate Governance Committee, only by (i) the vote of a majority of the directors then in office, although less than a quorum, or (ii) a sole remaining director. A director appointed by the Board to fill a vacancy will hold office until the next election of the class for which such director was chosen, subject to the election and qualification of his or her successor and his or her earlier death, resignation, retirement, disqualification or removal.

Current Directors, Classes and Terms

Our current directors and their respective classes and terms are set forth below. The current term of the Class I directors ends at the Annual Meeting, and Class II directors and Class III directors at the 2025 and 2026 annual meeting of stockholders, respectively.

CLASS I

CLASS II

CLASS III

Robert Palmisano

Jost Fischer

Marc Forth

Shelley Thunen

Dr. Eric Carter

Seongsoo Park

Nominees for Director

Mr. Palmisano and Ms. Thunen have been, upon the recommendation of the Nominating & Corporate Governance Committee, nominated by the Board to stand for election. As the directors assigned to Class I, the current terms of service of Mr. Palmisano and Ms. Thunen will expire at the Annual Meeting. If elected by the stockholders at the Annual Meeting, Mr. Palmisano and Ms. Thunen will each serve for a term expiring at our annual meeting of stockholders to be held in 2027 (the “2027 Annual Meeting”) and the election and qualification of his or her successor or until his or her earlier death, resignation or removal.

Each person nominated for election has consented to be named and to serve as a director if elected at the Annual Meeting, and management has no reason to believe that any nominee will be unable to serve. If, however, prior to the Annual Meeting, the Board should learn that any nominee will be unable to serve for any reason, the proxies that otherwise would have been voted for this nominee will be voted for a substitute nominee as selected by the Board. Alternatively, the proxies, at the Board’s discretion, may be voted for that fewer number of nominees as results from the inability of any nominee to serve. The Board has no reason to believe that any of the nominees will be unable to serve.

Director & Director Nominee Qualifications and Biographical Information

The following pages contain professional and other biographical information (as of April 26, 2024) for each director nominee and each director whose term as a director will continue after the Annual Meeting, including all positions they hold, their principal occupation and business experience for the past five years,

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and the names of other publicly traded companies of which the director or nominee currently serves as a director or has served as a director during the past five years.

We believe that all of our directors and nominees possess the characteristics noted in our Corporate Governance Guidelines. In accordance with those guidelines, the Board and the Nominating & Corporate Governance Committee consider personal and professional integrity; satisfactory levels of education and/or business experience; broad-based business acumen; an appropriate level of understanding of our business and its industry and other industries relevant to our business; the ability and willingness to devote adequate time to the work of our Board and its committees, as applicable; skills and personality that complement those of our other directors that helps build a board that is effective, collegial and responsive to the needs of our Company; strategic thinking and a willingness to share ideas; a diversity of experiences, expertise and background; and the ability to represent the interests of all of our stockholders. The information presented below regarding each nominee and continuing director also sets forth specific experience, qualifications, attributes and skills that led our Board to the conclusion that such individual should serve as a director in light of our business and structure.

Nominees for Election to Three-Year Terms Expiring No Later than the 2027 Annual Meeting

Class I Directors

Age

Director Since

Current Position at AEON

Robert Palmisano

2023

Director

Shelley Thunen

2023

Director

Robert Palmisano has served on our Board since July 21, 2023, the date on which we closed (the “Closing”) the business combination (the “Business Combination”) with Priveterra Acquisition Corp. (“Priveterra”). Mr. Palmisano was Priveterra’s Chairman and Chief Executive Officer from December 2020 until the Closing of the Business Combination. Mr. Palmisano has over 40 years of experience in various sectors within the healthcare industry and has been in leadership roles at several prominent global medical technology companies. Mr. Palmisano’s first role as President and Chief Executive Officer in the medical technology sector began in 1997, at Summit Technology Inc., a manufacturer of ophthalmic laser systems, which he held until 2000 when the company was acquired by Alcon Laboratories Inc. From 2001 to 2003, Mr. Palmisano served as President and Chief Executive Officer of MacroChem Corporation, a specialty pharmaceutical company that develops and commercializes topical pharmaceutical products. In 2003, Mr. Palmisano became the President and Chief Executive Officer of IntraLase Corp. (“IntraLase”), an ophthalmic laser technology company with a post-money valuation of $74 million at the time. Mr. Palmisano guided IntraLase through its initial public offering in 2004, with a post-money valuation of approximately $340 million, until its 2007 acquisition by Advanced Medical Optics, Inc. (“Advanced Medical Optics”) in a transaction valued at approximately $800 million in equity value. Following the sale of IntraLase, Mr. Palmisano became Chief Executive Officer of ev3 Inc. (“ev3”) in 2008, a global endovascular device company, which had a market capitalization of approximately $790 million, and held the role until 2010 when the company was acquired by Covidien plc in a transaction valued at approximately $2.6 billion in equity value. Following the sale of ev3, Mr. Palmisano became the President and Chief Executive Officer of Wright Medical Group N.V. in 2011, which had a market capitalization of approximately $850 million, and held the role until 2020 when the company was acquired by Stryker Corporation (NYSE:SYK) in a transaction valued at $4.7 billion in equity value. Mr. Palmisano previously served on the board of directors of Avedro, Inc., ev3 Inc., Osteotech, Inc., (NYSE: MDT), Advanced Medical Optics, Entellus Medical, Inc. and Bausch & Lomb. We believe Mr. Palmisano is qualified to serve on our Board due to his executive experience with several prominent global medical technology companies.

Shelley Thunen has served on our Board since the Closing of the Business Combination. Since February 2017, Ms. Thunen has served as the Chief Financial Officer of RxSight, Inc. (NASDAQ: RXST) where she began in January 2016 as its Chief Administrative Officer. From January 2013 to October 2015, Ms. Thunen served as the Chief Financial Officer of Endologix, Inc. (NASDAQ:ELGX). From August 2010 to December 2012, Ms. Thunen served as Associate General Manager of Alcon LenSx, Inc. Prior to Alcon’s (NYSE:ALC)

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acquisition of LenSx, Inc. in August 2010, she served as a board member and chair of the audit committee from April 2008 to August 2010, as well as Chief Financial Officer and Vice President, Operations from November 2009 to August 2010. Ms. Thunen joined IntraLase Corp. (NASDAQ:ILSE) in May 2001 and was its Chief Financial Officer and later Executive Vice President & Chief Financial Officer until its acquisition by Advanced Medical Optics, Inc. (NYSE:EYE) in April 2007. Ms. Thunen served on the board of directors of eyeonics, Inc. from June 2007 to February 2008, and as a board member and chair of the audit committee of Restoration Robotics, Inc. (NASDAQ:HAIR) from July 2015 to November 2019, prior to its acquisition by Venus Concept Inc. (NASDAQ:VERO). She also has served as a board member and audit committee chair of Surface Ophthalmics, Inc. since August 2020. Ms. Thunen received a B.A. in economics and an M.B.A. from the University of California, Irvine. We believe Ms. Thunen is qualified to serve on our Board due to her extensive industry knowledge and leadership experience.

Class II Directors Whose Terms Expire at the 2025 Annual Meeting of Stockholders

Class II Directors

Age

Director Since

Current Position at AEON

Jost Fischer

2017

Chairman and Director

Eric Carter, Ph.D, M.D.

2023

Director

Jost Fischer has served as a member of our Board since February 2017. Mr. Fischer is the co-owner of Dental Innovations BVBA. Mr. Fischer served as a member and the chairman of the board of directors and as Chief Executive Officer of Sirona from June 2006 to February 2013, as Chief Executive Officer from April 2002 to February 2013, and as President from April 2002 to September 2010. Prior to joining Sirona, Mr. Fischer served as President and Chief Executive Officer of The Hoermann Group, an international conglomerate in the telecommunication and automotive industry, and held senior management positions with PWA Group, a European paper group, including President and Chief Executive Officer of PWA’s printing division and President and Chief Executive Officer of PWA Dekor GmbH. In addition, Mr. Fischer serves on the board of directors of a number of private companies. Mr. Fischer received a Master’s Degree in Economics from the University of Saarbruecken, Germany. We believe that Mr. Fischer is qualified to serve on our Board based on his extensive business and leadership experience, as well as his experience as a director of public and private companies.

Eric Carter, Ph.D., M.D. has served as a member of our Board since the Closing of the Business Combination. Since April 2021, Dr. Carter has served as Chief Medical Officer for IACTA Pharmaceuticals and in January 2022 he became a member of the board of directors of Visgenx, where he also serves as the chair of the scientific advisory committee. From March 2016 to February 2022, Dr. Carter served as a member of the board of directors of Bioniz Therapeutics and chaired the scientific advisory committee. From September 2017 to May 2021, Dr. Carter served as a member of the board of directors of Adverum Biotechnologies, Inc. Dr. Carter served as Interim Chief Medical Officer of Alder BioPharmaceuticals, Inc. from April 2018 to January 2019. Dr. Carter served as senior vice president, chief medical officer, and global head of clinical and non-clinical development of Allergan, Inc. from 2011 through a period of significant growth until its acquisition by Actavis, plc in 2015. Prior to Allergan, Dr. Carter served as chief scientific officer, head of research and development, and chief medical officer of King Pharmaceuticals from 2007 until the company was acquired by Pfizer, Inc. in 2011. From 2001 to 2007, he worked for GlaxoSmithKline plc in positions of increasing responsibility within the global clinical development and medical affairs areas. After serving in academia at the University of North Carolina School of Medicine, the UCLA Fielding School of Public Health, and the University of California, Berkeley, Dr. Carter began his pharmaceutical career at Pharmacia Corporation, a pharmaceutical company, in 1993. He received a B.Sc. in Biochemistry from the University of London, a Ph.D. in Biochemistry from the University of Cambridge, and an M.D. from the University of Miami School of Medicine. We believe that Dr. Carter is qualified to serve on our Board based on his extensive industry and leadership experience.

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Class III Directors Whose Terms Expire at the 2026 Annual Meeting of Stockholders

Class I Directors

Age

Director Since

Current Position at AEON

Marc Forth

2023

President, Chief Executive Officer and Director

Seongsoo Park

2024

Director

Marc Forth is our President and Chief Executive Officer and a member of the Board. Mr. Forth has served as the President and Chief Executive Officer of AEON since December 2019 and was Chief Executive Officer of ABP Sub Inc., Old AEON’s wholly owned subsidiary prior to the merger of ABP Sub, Inc. with and into Old AEON (the “Subsidiary Merger”), also starting in May 2019. Prior to that time, Mr. Forth was the Senior Vice President of Allergan PLC and Division Head for the U.S. Neurosciences, Urology and Medical Dermatology Division. Mr. Forth was responsible for all aspects of the commercialization of both current and future products within Neurosciences, Urology and Medical Dermatology, most notably Botox for all therapeutic uses from February 2014 to May 2019. Mr. Forth has held various leadership roles within Allergan since June 2003, including Vice President, Sales and Marketing Urology from February 2011 to February 2014 and Vice President, Specialty Therapeutics from July 2008 to February 2011. From June 2003 to July 2008, Mr. Forth also worked in various roles of increasing responsibility most notably focused on U.S. Aesthetics (Botox Cosmetic) and Global Strategic Marketing (Botox Therapeutic). Prior to Allergan, Mr. Forth held various Sales and Marketing roles of increasing responsibility at TAP Pharmaceutical Inc., a specialty company focused on Urology, Oncology, Gynecology and Gastroenterology. Mr. Forth received a B.S. in Business Administration from California State University, Fresno and a Graduate Marketing Certification from Southern Methodist University. We believe that Mr. Forth is qualified to serve on our Board based on his extensive business and leadership experience.

Seongsoo Park has served on our Board since April 2024 as the designee of Daewoong. Mr. Park has served as the Chief Executive Officer of Daewoong since April 2024. From April 2015 to March 2024, Mr. Park served as the Executive Vice President and Division Head of Daewoong. As an Executive Vice President, Mr. Park was responsible for research, product development, manufacturing, product commercialization, marketing, securing regulatory approvals, and managing international partnerships. Prior to his positions at Daewoong, Mr. Park was Head of Daewoong America Inc. from August 2011 to March 2015. Mr. Park has been a director at Daewoong since March 2023 and was a director at Daewoong Co., Ltd., an affiliate of Daewoong, from March 2021 to March 2023. In addition, Mr. Park is currently a director at iN Therapeutics Co., Ltd. and DNHoldings Co, Ltd., both private companies, as well as the Korea Drug Research Association, a non-profit organization. Mr. Park holds a bachelor’s degree in Manufacturing Pharmacy and a master’s degree in Medicinal Chemistry, both of which he earned from Seoul National University. Mr. Park is also a licensed pharmacist (RPh) in Korea. The Company believes that Mr. Park is qualified to serve on the Board based on his extensive industry and leadership experience, as well as his experience as a director of public and private companies.

BOARD RECOMMENDATION

The Board unanimously recommends a vote FOR the election of each of Mr. Palmisano and Ms. Thunen as a Class I director to the Board to hold office until the 2027 Annual Meeting and until his or her successor has been duly elected and qualified.

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PROPOSAL 2 – STOCK ISSUANCE PROPOSAL

We are seeking stockholder approval for the issuance of shares of our Common Stock issuable upon the conversion of two senior secured convertible notes issued and sold to Daewoong on March 24, 2024 and April 12, 2024, to the extent such conversion or exercise would result in Daewoong beneficially owning securities representing more than the maximum number of shares of Common Stock that is permitted under the rules of NYSE American (or such other securities exchange on which the Common Stock is then listed for trading) (the “Conversion Cap”). Stockholder approval is required to permit such conversions in excess of the Conversion Cap pursuant to (i) Section 713(a)(ii) of the NYSE American LCG, which requires stockholder approval for transactions that involve the potential issuance by the issuer of common stock (or securities convertible into common stock) equal to 20% or more of presently outstanding stock for less than the greater of book or market value of the stock and (ii) Section 713(b) of the NYSE American LCG, which requires stockholder approval for transactions that the NYSE American considers a “change of control.”

Background

As disclosed in the Current Report on Form 8-K filed with the SEC on March 19, 2024 (the “Transaction Form 8-K”), on March 19, 2024, the Company authorized the sale and issuance of senior secured convertible notes (each, a “Convertible Note” and together, the “Convertible Notes”) in the principal amount of up to $15.0 million, which are convertible into shares of Common Stock, subject to certain conditions and limitations set forth in each Convertible Note.

As disclosed in Current Reports on Form 8-K filed with the SEC on March 28, 2024 and April 17, 2024, respectively, the Company issued to Daewoong the Convertible Notes.

The Subscription Agreement

The Subscription Agreement, dated March 19, 2024, by and among the Company, Daewoong and AEON Biopharma Sub, Inc. (“AEON Sub” or the “Guarantor”) (the “Subscription Agreement”) establishes the terms of the Convertible Notes issued to Daewoong. The Subscription Agreement includes a provision that requires AEON to issue only the maximum number of shares of Common Stock that is permitted under the rules of the NYSE American, until stockholder approval is obtained in accordance with Sections 713(a)(ii) and 713(b) of the NYSE American LCG (“Stockholder Approval”). A copy of the Subscription Agreement is filed as an exhibit to the Transaction Form 8-K.

The Convertible Notes

Each Convertible Note contains customary events of default, accrues interest at an annual rate of 15.79% and has a maturity date that is three years from the funding date (the “Maturity Date”), unless earlier repurchased, converted or redeemed in accordance with its terms prior to such date.

If, prior to the Maturity Date, the Company consummates a bona-fide third-party financing in the form of Common Stock or any securities convertible into, or exchangeable or exercisable for, Common Stock (subject to certain exceptions as described in each Convertible Note), in one or more transactions or a series of related and substantially similar and simultaneous transactions at the same purchase price from third parties unaffiliated with Daewoong and its affiliates, for aggregate gross cash proceeds to the Company of at least $30.0 million (a “Qualified Financing”), then, upon written notice thereof to Daewoong by the Company, on the closing date of such Qualified Financing, each Convertible Note will automatically convert in whole (the “Automatic Conversion”) (subject to any limitations under the rules and regulations of NYSE American), without any further action by Daewoong, into a number of shares equal to: (i) one and three tenths (1.3) multiplied by (ii) the quotient of (a) the principal amount of each Convertible Note and all accrued and unpaid interest to be converted divided by (b) the per share price of the Common Stock sold in the Qualified Financing, provided that such per share price of Common Stock is at least $1.00 per share.

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If, prior to the Maturity Date, the Company provides (i) written notice to Daewoong that it has publicly announced topline clinical data regarding its Phase 3 clinical study of ABP-450 for the treatment of chronic or episodic migraine, and such data indicates achievement of all primary endpoints or (ii) a written notice that the Company has consummated a Change of Control (as defined in the Convertible Notes), Daewoong will have the right for thirty (30) days following receipt of either such notice, at Daewoong’s option (the “Optional Conversion”), to convert all (but not less than all) of the remaining outstanding portion of each Convertible Note (subject to any limitations under the rules of NYSE American) into an amount of shares of Common Stock equal to: (i) one and three tenths (1.3) multiplied by (ii) the quotient of (a) the principal amount of each Convertible Note and all accrued and unpaid interest to be converted divided by (b) the volume-weighted average trading per share price of Common Stock over the five (5) trading days prior to the Company’s receipt of Daewoong’s written notice of exercise of the Optional Conversion, provided that such per share price of Common Stock is at least $1.00 per share.

If, as of the date of an Automatic Conversion or Optional Conversion, the Company has not obtained the Stockholder Approval, the Company may redeem any remaining portion of the Convertible Notes that cannot be converted into Common Stock for cash in an amount equal to 130% of such remaining portion of the Convertible Notes (or pay such amount upon maturity of the Convertible Notes).

A copy of the Form of Convertible Note is filed as an exhibit to the Transaction Form 8-K.

Ranking and Security Interest

Each Convertible Note includes a covenant that restricts the Company and the Guarantor’s ability to issue debt securities senior or pari passu to such Convertible Note without Daewoong’s prior written consent. Each Convertible Note also includes a covenant that restricts the Company and the Guarantor’s ability to issue debt securities junior to such Convertible Note except as expressly permitted under that certain Security Agreement, dated March 19, 2024, by and between AEON, AEON Sub and Daewoong.

In connection with the Convertible Notes, the Company and the Guarantor have granted a first-priority security interest on substantially all of their respective assets, other than certain permitted liens described in each Convertible Note. Upon the occurrence and continuation of an event of default, Daewoong is entitled to, among other things, foreclose on the assets that are the subject of the security interest.

Amendment to License and Supply Agreement

In connection with the Convertible Notes, on March 19, 2024, the Company entered into a Fourth Amendment (the “License Agreement Amendment”) to the License and Supply Agreement, by and between the Company and Daewoong, dated December 20, 2019, as amended on July 29, 2022, January 8, 2023 and April 24, 2023 (the “Original License Agreement”). Pursuant to the terms of the License Agreement Amendment, the Original License Agreement will terminate if, over any six month period, (a) the Company ceases to commercialize ABP-450 in certain territories specified in the Original License Agreement and (b) the Company ceases to advance any clinical studies of ABP-450 in such territories. The License Agreement Amendment also provides that, in the event that the Original License Agreement is terminated for the foregoing reasons, Daewoong will have the right to purchase all Know-How (as defined in the Original License Agreement) related to ABP-450 for a price of $1.00 (the “Termination Purchase Right”). The Termination Purchase Right will terminate and expire upon Daewoong’s sale of 50% of its Common Stock, including Common Stock held by its affiliates and Common Stock that would be issued upon an Automatic Conversion or Optional Conversion described above under the caption The Convertible Notes.

A copy of the License Agreement Amendment is filed as an exhibit to the Transaction Form 8-K.

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Company Board Designation Right

Pursuant to the terms of the Subscription Agreement, the Company appointed Seongsoo Park, a designee of Daewoong, to the Board, effective as of April 12, 2024, to serve as a Class III director (with a term scheduled to expire at the Company’s 2026 annual meeting of stockholders). Mr. Park’s appointment was subject to a customary due diligence process by the Company, including a review of a completed questionnaire and background check. Mr. Park is entitled to all rights and privileges as any other member of the Board in accordance with the bylaws of the Company, except (a) as may be necessary to comply with applicable law and (b) that Mr. Park will not be entitled to any compensation for his service on the Board.

Reasons for Stock Issuance Proposal

Because our Common Stock is traded on NYSE American, we are subject to the provisions of the NYSE American LCG, including Section 713(b). Pursuant to Section 713(a)(ii), stockholder approval is required for transactions that involve the potential issuance by the issuer of common stock (or securities convertible into common stock) equal to 20% or more of presently outstanding stock for less than the greater of book or market value of the stock. Pursuant to Section 713(b), stockholder approval is required prior to the issuance of securities that will result in a “change of control” of the issuer. The number of shares of Common Stock issuable upon conversion of the Convertible Notes is dependent on the amount of accrued interest on the Convertible Notes prior to the conversion and the relevant price of our Common Stock in a Qualified Financing or in connection with an Optional Conversion (subject to the Conversion Cap, prior to stockholder approval), and may exceed the limits permitted by Section 713(a)(ii) and (b) of the NYSE American LCG. Stockholders should note that a “change of control” as described under Section 713(b) of the NYSE American LCG applies only with respect to the application of such rule, and does not necessarily constitute a “change of control” for purposes of Delaware law or our organizational documents.

Effect of Approval

If Proposal 2 is approved, all shares of Common Stock underlying the Convertible Notes held by Daewoong will be convertible into up to 28,737,150 shares of our Common Stock (subject to the terms of each Convertible Note and assuming the maximum accrued interest prior to the Maturity Date and consummation of the Automatic Conversion or the Optional Conversion at a floor price of $1.00 per share). The actual number of shares of Common Stock that would be issuable upon conversion of the Convertible Notes after stockholder approval will depend on the amount of accrued interest prior to the conversion and the relevant price of our Common Stock in a Qualified Financing or in connection with an Optional Conversion.

In addition to the issuance of shares of our Common Stock upon conversion of the Convertible Notes without regards to any Conversion Cap, conversion of all of the Convertible Notes would also result in the extinguishment of the first-priority security interest on substantially all of the respective assets of the Company and the Guarantor that was granted in connection with the Convertible Notes.

Consequences if Stockholder Approval is Not Obtained

If our stockholders do not approve this Proposal 2 at the 2024 Annual Meeting, Daewoong will not be able to convert any of the Common Stock underlying the Convertible Notes in excess of the Conversion Cap. Additionally, pursuant to the terms of the Subscription Agreement, if our stockholders do not approve this Proposal 2 at the 2024 Annual Meeting, then we will again include a similar proposal for each subsequent annual stockholder meeting, or if requested by Daewoong, we will call a special meeting of the stockholders to obtain the stockholder approval be held within ninety (90) days of such request and if the stockholder approval is not obtained at such special meeting, we will again include a similar proposal for each subsequent annual stockholder meeting until stockholder approval is obtained that is sufficient to provide for the Company’s issuance of all Common Stock underlying the Convertible Notes in excess of the Conversion Cap.

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Additionally, if the Convertible Notes remain outstanding due to failure of our stockholders to approve this Proposal, the first-prior security interest on substantially all of the respective assets of the Company and the Guarantor that was granted in connection with the Convertible Notes would remain unchanged, and we would remain restricted in our ability to issue additional debt securities.

Interests of Certain Persons in the Stock Issuance Proposal

Certain of our directors and existing stockholders may have interests that may be different from, or in addition to, the interests of our other stockholders. In particular, Daewoong beneficially owned more than 5% of our Common Stock as of immediately prior to the date of the Subscription Agreement. Seongsoo Park, a member of the Board, is an employee of Daewoong. Daewoong may be unable to convert all of the Convertible Notes issued to it pursuant to the Subscription Agreement if this proposal is not approved by our stockholders.

Board Recommendation

The Board unanimously recommends a vote FOR approval, as a transaction involving the potential issuance of Common Stock (or securities convertible into Common Stock) equal to 20% or more of presently outstanding stock for less than the greater of book or market value of the stock for purposes of Section 713(a)(ii) of the NYSE American LCG and as a “change of control” of the Company for purposes of Section 713(b) of the NYSE American LCG, of the issuance of the maximum number of shares of Common Stock underlying the Convertible Notes in excess of the Conversion Cap.

PROPOSAL 3 - RATIFICATION OF APPOINTMENT OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Appointment of Independent Registered Public Accounting Firm

The Audit Committee appoints our independent registered public accounting firm. In this regard, the Audit Committee evaluates the qualifications, performance and independence of our independent registered public accounting firm and determines whether to re-engage our current firm. As part of its evaluation, the Audit Committee considers, among other factors, the quality and efficiency of the services provided by the firm, including the performance, technical expertise, industry knowledge and experience of the lead audit partner and the audit team assigned to our account; the overall strength and reputation of the firm; the firm’s global capabilities relative to our business; and the firm’s knowledge of our operations. KPMG has served as our independent registered public accounting firm since 2023. Upon consideration of these and other factors, the Audit Committee has appointed KPMG to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2024.

Our Board has directed that this appointment be submitted to our stockholders for ratification. Although ratification of our appointment of KPMG is not required by our Bylaws or otherwise, we value the views of our stockholders and believe that stockholder ratification of our appointment is a good corporate governance practice. In the event that the appointment of KPMG is not ratified by the stockholders, the Board and Audit Committee may reconsider its selection. Even if the appointment of KPMG is ratified, the Audit Committee retains the discretion to appoint a different independent registered public accounting firm at any time if it determines that such a change is in the best interests of the Company and its stockholders.

Representatives of KPMG are expected to attend the Annual Meeting and to have an opportunity to make a statement and be available to respond to appropriate questions from stockholders.

On July 21, 2023, the Audit Committee approved the dismissal of WithumSmith + Brown LLP (“Withum”), Priveterra’s independent registered public accounting firm prior to the Business Combination, as the

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Company’s independent registered public accounting firm effective as of July 21, 2023. The report of Withum on Priveterra’s consolidated balance sheets as of December 31, 2022 and 2021 and the statements of operations, changes stockholders' (deficit) and cash flows for the years then ended (as restated), the balance sheet as of December 31, 2020 and the statements of operations, changes stockholder's equity and cash flows for the period from November 17, 2020 (inception) to December 31, 2020, did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainties, audit scope or accounting principles. During the period from November 17, 2020 (inception) to December 31, 2022 and the subsequent interim period through July 21, 2023, there were no disagreements between the Company and Withum on any matter of accounting principles or practices, financial disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Withum, would have caused it to make reference to the subject matter of the disagreements in its reports on Priveterra’s financial statements for such period. During the period from November 17, 2020 (inception) to December 31, 2022 and subsequent interim periods through July 21, 2023, there were no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K under the Exchange Act), except for the material weakness disclosed under the heading “Item 9A. Controls and Procedures—Evaluation of Controls and Procedures” in Priveterra’s Annual Report on Form 10-K/A for the year ended December 31, 2022, as filed with the SEC on April 10, 2023. The Company provided Withum with a copy of the foregoing disclosures and requested that Withum furnish the Company with a letter addressed to the SEC stating whether it agrees with the statements made by the Company set forth above. A copy of Withum’s letter, dated July 27, 2023, was included as Exhibit 16.1 to the Company’s Report on Form 8-K filed with the SEC on July 27, 2023.

On September 28, 2023, the Audit Committee approved the dismissal of Ernst & Young LLP (“EY”) as the independent registered public accounting firm for AEON Biopharma Sub, Inc. (the “Operating Company”), effective as of September 28, 2023. The dismissal of EY as the independent registered public accounting firm of the Operating Company was not the result of any disagreement with EY. EY’s audit report on the Operating Company’s financial statements for the fiscal years ended December 31, 2022 and December 31, 2021 did not provide an adverse opinion or disclaimer of opinion to the Operating Company’s financial statements, nor did it modify its opinion as to uncertainty, audit scope or accounting principles, except that such report contained an explanatory paragraph regarding the Operating Company’s ability to continue as a going concern. During the Operating Company’s fiscal years ended December 31, 2022 and 2021 and in the subsequent interim period through the Dismissal Date, there were no “disagreements” within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions between the Operating Company and EY on any matters of accounting principles or practices, financial statement disclosures or auditing scope or procedures which, if not resolved to EY’s satisfaction, would have caused EY to make reference thereto in its reports on the financial statements of the Operating Company for such years. The Company, on behalf of the Operating Company, provided EY with a copy of the foregoing disclosures and requested that EY furnish the Company with a copy of their letter addressed to the Securities and Exchange Commission (the “SEC”) pursuant to Item 304(a)(3) of Regulation S-K, stating whether EY agrees with the statements made by the Company set forth above. A copy of EY’s letter, dated October 2, 2023, was included as Exhibit 16.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 2, 2023.

On September 28, 2023, the Board approved the engagement of KPMG as the Company’s independent registered public accounting firm to audit the Company’s consolidated financial statements. Prior to KPMG’s appointment, neither the Company nor anyone on the Company’s behalf consulted with KPMG with respect to (i) the application of accounting principles to a specified transaction, either completed or proposed, the type of audit opinion that might be rendered on our financial statements, and neither a written report nor oral advice was provided to us that KPMG concluded was an important factor considered by us in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any other matter that was the subject of a disagreement or a reportable event (each as defined above).

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Audit, Audit-Related, Tax and All Other Fees

The following table sets forth the fees of KPMG, our independent registered public accounting firm, and EY, our former independent registered public accounting firm, billed to the Company in each of the last two fiscal years.


Fee Category		2023		2022
Audit Fees	$	1,967,330	$	1,251,168
Audit-Related Fees		-		-
Tax Fees		-		-
All Other Fees		-		-
Total	$	1,967,330	$	1,251,168

Audit Fees

Audit fees consisted of fees for professional services provided in connection with the audit of AEON’s annual consolidated financial statements, the performance of interim reviews of AEON’s quarterly unaudited financial information, consents and review of documents filed with the Securities and Exchange Commission.

Audit-Related Fees

Audit-related fees consisted of fees related to audits of certain employee benefit plan financial statements, accounting consultations in connection with proposed or pending transactions, or other agreed upon procedures that are not classified as audit fees.

Tax Fees

Tax fees consisted primarily of the fees related to sales and use tax including nexus studies, registrations and compliance.

All Other Fees

All other fees consisted of subscription license fees.

Pre-Approval Policies and Procedures

The formal written charter for our Audit Committee requires that the Audit Committee pre-approve all audit services to be provided to us, whether provided by our principal auditor or other firms, and all other services (review, attest and non-audit) to be provided to us by our independent registered public accounting firm, other than de minimis non-audit services approved in accordance with applicable SEC rules.

The Audit Committee has adopted a policy (the “Pre-Approval Policy”) that sets forth the procedures and conditions pursuant to which audit and non-audit services proposed to be performed by our independent registered public accounting firm may be pre-approved. The Pre-Approval Policy generally provides that the Audit Committee will not engage an independent registered public accounting firm to render any audit, audit-related, tax or permissible non-audit service unless the service is either (i) explicitly approved by the Audit Committee (“specific pre-approval”) or (ii) entered into pursuant to the pre-approval policies and procedures described in the Pre-Approval Policy (“general pre-approval”). Unless a type of service to be provided by our independent registered public accounting firm has received general pre-approval under the Pre-Approval Policy, it requires specific pre-approval by the Audit Committee or by a designated member of the Audit Committee to whom the committee has delegated the authority to grant pre-approvals. Any member of the Audit Committee to whom the committee delegates authority to make pre-approval decisions must report any such pre-approval decisions to the Audit Committee at its next scheduled meeting. If

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circumstances arise where it becomes necessary to engage the independent registered public accounting firm for additional services not contemplated in the original pre-approval categories or above the pre-approved amounts, the Audit Committee requires pre-approval for such additional services or such additional amounts. Any proposed services exceeding pre-approved cost levels or budgeted amounts will also require specific pre-approval. For both types of pre-approval, the Audit Committee will consider whether such services are consistent with the SEC’s rules on auditor independence.

On an annual basis, the Audit Committee reviews and generally pre-approves the services (and related fee levels or budgeted amounts) that may be provided by our independent registered accounting firm without first obtaining specific pre-approval from the Audit Committee. The Audit Committee may revise the list of general pre-approved services from time to time, based on subsequent determinations.

The above-described services provided to us by EY prior to the closing of the Business Combination were provided under engagements entered into prior to our adoption of our pre-approval policies and, following the closing of the Business Combination, in accordance with such policies.

BOARD RECOMMENDATION

The Board unanimously recommends a vote FOR the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024.

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AUDIT COMMITTEE REPORT

The Audit Committee operates pursuant to a charter which is reviewed annually by the Audit Committee. Additionally, a brief description of the primary responsibilities of the Audit Committee is included in this Proxy Statement under the “Corporate Governance- Audit Committee” section of this Proxy Statement. Under the Audit Committee charter, management is responsible for the preparation, presentation and integrity of the Company’s financial statements, the appropriateness of accounting principles and financial reporting policies and for establishing and maintaining our internal control over financial reporting. The independent registered public accounting firm is responsible for auditing our financial statements and expressing an opinion as to their conformity with accounting principles generally accepted in the United States.

In the performance of its oversight function, the Audit Committee reviewed and discussed with management and KPMG LLP, as the Company’s independent registered public accounting firm, the Company’s audited financial statements for the fiscal year ended December 31, 2023. The Audit Committee also discussed with the Company’s independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”) and the Securities and Exchange Commission (the “SEC”). In addition, the Audit Committee (i) received and reviewed the written disclosures and the letters from the Company’s independent registered public accounting firm required by applicable requirements of the PCAOB regarding such independent registered public accounting firm’s communications with the Audit Committee concerning independence and (ii) discussed with the Company’s independent registered public accounting firm their independence from the Company.

Based upon the review and discussions described in the preceding paragraph, the Audit Committee recommended to the Board that the Company’s audited financial statements be included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the SEC.

The Audit Committee:

Shelley Thunen, Chair

Dr. Eric Carter

Jost Fischer

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EXECUTIVE OFFICERS

Our executive officers are appointed by the Board in accordance with our Bylaws. The table below identifies and sets forth certain biographical and other information regarding our executive officers as of April 26, 2024. There are no family relationships among any of our executive officers or directors.


Executive Officer	Age	Position at AEON
Marc C. Forth	53	President, Chief Executive Officer and Director
Peter Reynolds	65	Chief Financial Officer
Chad Oh, M.D.	66	Chief Medical Officer
Alex Wilson	38	EVP, Chief Legal Officer & Corporate Secretary

Mr. Forth’s biography is provided under the “Proposal 1-Election of Directors” section of this Proxy Statement.

Peter Reynolds is our Chief Financial Officer. Mr. Reynolds has been an independent consultant engaged in interim and fractional Chief Financial Officer roles in a variety of industries since January 1, 2018. As a consultant, Mr. Reynolds has worked for healthcare, medical device, aesthetic toxin, biopharma, distribution, and hand-crafted luxury consumer product companies. These organizations were both privately held and publicly traded companies. In these roles, Mr. Reynolds served as the day-to-day financial executive and he also provided mergers and acquisition transactions support, due diligence, post-acquisition integration support and initial public offerings readiness evaluations. Previously, Mr. Reynolds also served as a senior financial executive at publicly traded companies and has significant public accounting experience at Ernst & Young. Mr. Reynolds also served as a director of Families Forward, an Orange County, California non-profit, from January 2017 to May 2019, and has served as a director for Orange County Boy Scouts of America since May 2019.

Chad Oh, M.D. is our Chief Medical Officer and has served in this position since June 2021. Prior to that, he served as the Vice President for the Propharma Group from August 2018 to June 2021. From January 2017 to January 2018, Dr. Oh served as Vice President of Clinical Development for Revance Therapeutics. Dr. Oh has held various positions, including as Medical Director and as Vice President, for a number of biotechnology and pharmaceutical companies with a specific concentration in clinical development of certain therapeutic areas, including autoimmune diseases, respiratory diseases, CNS, oncology, and rare orphan diseases from 2008 to 2017. Dr. Oh is board-certified in Allergy and Immunology and Pediatrics and served as the Chief of Allergy & Immunology at the UCLA-Harbor Medical Center from 1995 to 2008. He completed a research fellowship in neurology at Northwestern University, School of Medicine in Chicago, residency in pediatrics at Rush-Presbyterian-St Luke’s Medical Center in Chicago, and a clinical fellowship in allergy and immunology at the National Institutes of Allergy and Infectious Diseases, Bethesda, Maryland. Dr. Oh graduated from Kyung-Hee University in the School of Medicine in Seoul, South Korea. He has published multiple scientific papers, book, book chapters, and abstracts, including 38 peer-reviewed original scientific papers.

Alex Wilson is our Executive Vice President, Chief Legal Officer and Secretary, and has served in similar roles as General Counsel and Corporate Secretary since August 2021. Prior to joining AEON, Mr. Wilson was the Associate General Counsel of Business Development & Sustainability of Glaukos Corporation. Before Glaukos, Mr. Wilson was counsel at O’Melveny & Myers LLP where his practice focused on acquisitions, dispositions and capital markets transactions as well as corporate governance matters for a broad range of public and private company clients in a variety of industries, including healthcare, manufacturing and technology. Mr. Wilson received a B.S. in Business Management from Brigham Young University and a J.D. from the UCLA School of Law.

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CORPORATE GOVERNANCE

Corporate Governance Guidelines

Our Board has adopted Corporate Governance Guidelines. A copy of our Corporate Governance Guidelines can be found on our Investor Relations website at https://investors.aeonbiopharma.com/overview, or you may request a hard copy by contacting our Chief Legal Officer at our address and telephone number provided under the “Principal Executive Offices” section of this Proxy Statement. Among the topics addressed in our Corporate Governance Guidelines include:

● Board independence and qualifications		● Stock Ownership
● Executive sessions of independent directors		● Board access to senior management
● Selection of new directors		● Board access to independent advisors
● Director orientation and continuing education		● Board self-evaluations
● Limits on board service		● Board meetings
● Change of principal occupation		● Meeting attendance by directors and non-directors
● Term limits		● Meeting materials
● Director responsibilities		● Board committees, responsibilities and independence
● Director compensation		● Succession planning

Board Leadership Structure

Our Corporate Governance Guidelines provide our Board with flexibility to combine or separate the positions of Chairperson of the Board and Chief Executive Officer according to the Board’s determination that utilizing one or the other structure would be in the best interests of the Company and our stockholders. If the Board Chairperson is a member of management or does not otherwise qualify as independent, our Corporate Governance Guidelines provide for the appointment of a lead independent director (the “Lead Director”) by the independent directors of the Board. The Lead Director’s responsibilities include but are not limited to (i) presiding over all meetings of the Board at which the Board Chairperson is not present, including any executive sessions of the independent directors, (ii) approving Board meeting schedules and agendas and (iii) acting as the liaison between the independent directors and the Chief Executive Officer and Chairperson of the Board. Our Corporate Governance Guidelines provide that, at such times as the Board Chairperson qualifies as independent, such Chairperson will serve as Lead Director.

The positions of our Board Chairperson and our Chief Executive Officer are currently held by two separate individuals. Mr. Fischer serves as Chairman of the Board, and Mr. Forth serves as our Chief Executive Officer. In his capacity as the independent Board Chairman, Mr. Fischer also performs the functions of the Lead Director.

The Board believes that our current leadership structure of having two separate individuals serve as Chief Executive Officer and Chairperson of the Board is in the best interests of the Company and its stockholders. The Board also believes that this structure strikes the appropriate balance between the Chief Executive Officer’s responsibility for the strategic direction, day-to-day leadership and Company performance and the Board Chairperson’s responsibility to guide the overall strategic direction of our Company, provide oversight of our corporate governance and guidance to our Chief Executive Officer and establish the agenda for, and preside over, Board meetings.

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The Board will continue to periodically review our leadership structure and make such changes in the future as the Board deems appropriate and in the best interests of the Company and our stockholders.

Director Independence

Under our Corporate Governance Guidelines and the applicable NYSE American rules, a director is not independent unless the Board affirmatively determines that he or she does not have a direct or indirect material relationship with us or any of our subsidiaries. In addition, the director must meet the bright-line tests for independence set forth by the NYSE American rules.

Our Board has undertaken a review of its composition, the composition of its committees and the independence of our directors and considered whether any director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our Board has determined that none of Ms. Thunen or Messrs. Fischer, Carter or Palmisano, representing four of our six directors, has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors qualifies as “independent” as that term is defined under the NYSE American rules. In making these determinations, our Board considered the relationships that each non-employee director has with us and all other facts and circumstances our Board deemed relevant in determining their independence, including the director’s beneficial ownership of our Common Stock and the relationships of our non-employee directors with certain of our significant stockholders.

Board Committees

Our Board has three standing committees: an Audit Committee, a Compensation Committee and a Nominating & Corporate Governance Committee, each of which has the composition and the responsibilities described below. In addition, from time to time, special committees may be established under the direction of our Board when necessary to address specific issues. Each of the Audit Committee, the Compensation Committee and the Nominating & Corporate Governance Committee operates under a written charter.


Director	Audit Committee	Compensation Committee	Nominating & Corporate Governance Committee
Eric Carter, Ph.D., M.D.	X	X
Jost Fischer	X	Chair
Marc Forth
Bob Palmisano		X	Chair
Seongsoo Park
Shelley Thunen	Chair		X

Audit Committee

Our Audit Committee is responsible for, among other things:

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Overseeing our accounting and financial reporting process;

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Appointing, compensating, retaining and overseeing the work of our independent auditor and any other registered public accounting firm engaged for the purpose of preparing or issuing an audit report or related work or performing other audit, review or attest services for AEON;

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Discussing with our independent auditor any audit problems or difficulties and management’s response;

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Pre-approving all audit and non-audit services provided to us by our independent auditor (other than those provided pursuant to appropriate preapproval policies established by the Audit Committee or exempt from such requirement under applicable SEC rules);

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Reviewing and discussing our annual and quarterly financial statements with management and our independent auditor;

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Discussing our risk management policies, oversee management of such risks and discuss with management the steps management has taken to monitor and control such risks;

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Reviewing and approving or ratifying any related person transactions;

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Establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or auditing matters, and for the confidential and anonymous submission by our employees of concerns regarding questionable accounting or auditing matters; and

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Preparing the Audit Committee report required by SEC rules.

Our Audit Committee consists of Ms. Thunen, Dr. Carter and Mr. Fischer, with Ms. Thunen serving as chair. All members of our Audit Committee meet the requirements for financial literacy under the applicable NYSE American rules and regulations. Our Board has affirmatively determined that each member of our Aud

SEC Form DEF 14A filed by AEON Biopharma Inc.