AEON Biopharma, Inc 8-K, filed Apr 21, 2025
AEON Biopharma, Inc. (AEON)
About this 8-K
AEON Biopharma, Inc filed this 8-K on April 21, 2025, reporting on events of April 19, 2025.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Director, President, Chief Executive Officer and Principal Executive Officer
On April 19, 2025, the board of directors (the “Board”) of AEON BioPharma, Inc. (the “Company”) appointed Robert Bancroft, age 60, as the Company’s Principal Executive Officer, President, Chief Executive Officer and member of the Board to serve as a Class I director, effective as of April 29, 2025. Mr. Bancroft will report directly to the Board.
Jost Fisher will step down as Interim President and Chief Executive Officer but will continue to serve as chairman of the Board, a member of the audit committee and chair of the compensation committee.
Prior to joining the Company, Mr. Bancroft served as General Manager of the Therapeutics business at Revance Therapeutics, Inc., a biopharmaceutical company specializing in innovative neuromodulator development and commercialization for both aesthetic and therapeutic markets, from August 2021 until its acquisition by Crown Laboratories in February 2024. Prior to this, Mr. Bancroft was Senior Vice President of Strategic Development at Smith & Nephew, a global medical device company, from January 2013 to October 2015. He also served as Chief Executive Officer of QMENTA, a neuroimaging SaaS startup, where he guided the company through the COVID-19 pandemic and led a successful post-seed funding round. Mr. Bancroft earned his B.S. in Biology from Indiana University and his M.B.A. from the University of Southern California.
There were no arrangements or understandings between Mr. Bancroft and any other persons pursuant to which he was selected as an officer, nor does Mr. Bancroft have any family relationships among any of the Company’s directors or executive officers, and there are no related person transactions within the meaning of Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission between Mr. Bancroft and the Company required to be disclosed herein.
Chief Executive Officer Employment Agreement
In connection with his appointment as the Company’s President and Chief Executive Officer, Mr. Bancroft entered into an employment agreement with the Company, setting forth the terms of his employment. Mr. Bancroft is entitled to receive a base salary of $425,000 per year and he is eligible to participate in the Company’s annual discretionary incentive plan with the opportunity to earn an annual cash bonus targeted at an amount equal to 50% of Mr. Bancroft’s annual base salary, determined based on the achievement of applicable corporate and individual performance goals.
Under the employment agreement, if Mr. Bancroft’s employment is terminated without “cause” or he resigns for “good reason” (each, as defined in his employment agreement), then, subject to his timely execution and non-revocation of a general release of claims and his continued compliance with restrictive covenants, he will be eligible to receive (i) six months of continued payments of his annual base salary over the six-month period after the date of termination, (ii) 50% of the target annual bonus he would have received in the calendar year in which such termination occurs, and (iii) six months of company-paid continued coverage under our group health plans.
If Mr. Bancroft’s employment is terminated without “cause” or he resigns for “good reason” within two months prior to or within six months after a Change in Control (as such term is defined in the Company’s 2023 Incentive Award Plan (the “2023 Plan”)), then, subject to his timely execution and non-revocation of a general release of claims and his continued compliance with restrictive covenants, he will be eligible to receive (i) 12 months of continued payments of his annual base salary over the 12-month period after the date of termination; provided, that if the termination date occurs on or within 6 months after a change in control, the severance shall be paid in a single lump sum within 60 days following the termination date, (ii) 100% of the target annual bonus he would have received in the calendar year in which such termination occurs, and (iii) 12 months of company-paid continued coverage under our group health plans.
Mr. Bancroft’s employment agreement includes a “best pay” provision under Section 280G of the Internal Revenue Code, pursuant to which any “parachute payments” that become payable to him either will be paid in full or reduced so that such payments are not subject to the excise tax under Section 4999 of the Internal Revenue Code, whichever results in the better after-tax treatment to Mr. Bancroft. The employment agreement is also contingent upon the execution of our standard employee proprietary information and inventions agreement, which includes a two-year post-termination non-solicitation provision and customary confidentiality provisions.
Also in connection with his commencement of employment, the Company expects to grant to Mr. Bancroft, as soon as practicable following his commencement of employment, stock options to purchase 59,034 shares of the Company’s Class A common stock (the “Options”). The stock options will vest over a four year vesting schedule, with 25% of the stock options vesting on each annual anniversary of Mr. Bancroft’s start date, subject to Mr. Bancroft’s continued service through the applicable vesting date. The stock options will be granted under the Company’s 2025 Employment Inducement Incentive Award Plan (the “Inducement Plan”), as described below, and the stock options will have an exercise price equal to the closing price of the Company’s Class A common stock on the NYSE American on the date of grant. The Company will also grant to Mr. Bancroft 177,103 restricted stock units (“RSUs”).
The RSUs will vest over a four year vesting schedule, with 25% of the RSUs vesting on each annual anniversary of Mr. Bancroft’s start date, subject to Mr. Bancroft’s continued service through the applicable vesting date. The RSUs will also be granted under the Inducement Plan and will be granted as soon as practicable following his commencement of employment but in no event prior to the date the Company files the Form S-8 registration statement with respect to the Inducement Plan. Both the Options and RSUs will immediately vest and, in the case of the Options, become exercisable if Mr. Bancroft is terminated without “cause” or resigns for “good reason” within two months prior to or within six months after a Change in Control (as defined in the 2023 Plan).
A copy of Mr. Bancroft’s employment agreement is attached as Exhibit 10.1 hereto and incorporated by reference herein. The above description of Mr. Bancroft’s employment agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.
Adoption of 2025 Employment Inducement Incentive Award Plan
Effective April 19, 2025, the Board adopted the Inducement Plan and, subject to the adjustment provisions of the Inducement Plan, reserved 1,000,000 shares of the Company’s Class A common stock for issuance pursuant to equity awards granted under the Inducement Plan.
The Inducement Plan was adopted without stockholder approval pursuant to the applicable provisions of the NYSE American LLC Company Guide. The Inducement Plan provides for the grant of equity-based awards, including nonstatutory stock options, restricted stock units, restricted stock, stock appreciation rights, performance shares and performance stock units, and its terms are substantially similar to the Company’s 2023 Plan, including with respect to treatment of equity awards in the event of a “merger” or “change in control” as defined under the Inducement Plan, but with such other terms and conditions intended to comply with the NYSE American inducement award exception.
In accordance with the NYSE American LLC Company Guide, awards under the Inducement Plan may only be made to individuals not previously employees or non-employee directors of the Company (or following such individuals’ bona fide period of non-employment with the Company), as an inducement material to the individuals’ entry into employment with the Company or being rehired following a bona fide period of interruption of employment by the Company.
The foregoing description of the Inducement Plan and related forms of stock option and restricted stock unit agreements under the Inducement Plan is not complete and is subject to and qualified in its entirety by the terms of the Inducement Plan and related forms of award agreements, copies of which will be filed as exhibits to the Company’s Registration Statement on Form S-8 which registers shares of the Company’s Class A common stock for issuance under the Inducement Plan.
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits.
Exhibit No. | Description | ||||||||
| | | |||||||
10.1 | | Employment Agreement, by and between AEON Biopharma, Inc. and Robert Bancroft | |||||||
104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AEON Biopharma, Inc. | |
| | |
Date: April 21, 2025 | By: | /s/ Jost Fischer |
| | Jost Fischer |
| | Interim Chief Executive Officer |
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 to enter into an agreement embodying the terms of such employment; and
WHEREAS, the Employee desires to accept such employment with the Company, subject to the terms and conditions of this Agreement.
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
| 1. | POSITION AND RESPONSIBILITIES |
| 2. | COMPENSATION AND BENEFITS |
Exhibit 10.1
frequently than annually) in accordance with the established procedures of the Company for adjusting salaries for similarly situated employees and may be increased, but not decreased, in the sole discretion of the Board.
| 3. | AT-WILL EMPLOYMENT; TERMINATION BY COMPANY |
Exhibit 10.1
breach of the Employee’s obligations under applicable laws or the PIIA (as defined and described below);
(iii) the willful refusal or willful omission by Employee to perform any lawful duties properly required of him under this Agreement, provided that any such failure or refusal has been communicated to Employee in writing (which specifies the circumstances purportedly constituting Cause) and Employee has been provided a reasonable opportunity to correct it (if reasonable correction is possible); (iv) any willful act or willful omission by Employee involving malfeasance or gross negligence in the performance of Employee’s duties to, or willful and material deviation from any lawful and reasonable policies or directives of, the Company, provided, however, that in the case of deviations from policies or directives, the Company must give Employee notice of such deviations and, if curable, an opportunity to cure or correct the deviation; (v) willful conduct on the part of Employee which constitutes the material breach of any statutory or common law duty of loyalty to the Company; or (vi) any illegal act by Employee constituting a felony which the Board determines materially and adversely affects the business of the Company. In the event of any purported termination for Cause, Employee shall be given advance notice of such termination and an opportunity to appear before the Board (with counsel) before the termination of employment occurs. For purposes of this definition, no act or failure to act, on Employee’s part shall be considered “willful” unless done, or omitted to be done, by Employee not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoing, the Company cannot terminate Employee for Cause based on circumstances that were known to a senior executive or director of the Company (other than Employee himself) for more than six months before the Company gave Employee notice of termination for Cause pursuant to this Agreement.
| 4. | TERMINATION BY EMPLOYEE |
Employee may terminate his employment under this Agreement at any time upon written notice for any reason or no reason at all, with or without Good Reason. For purposes of this Agreement, “Good Reason” shall mean any of the following which is not corrected by the Company within 30 days after the Company has received written notice from Employee referring to this Section 4 and specifying the circumstances purportedly constituting Good Reason and the correction sought (such notice to be given within 90 days after the occurrence of such circumstance): (a) a material diminution in Employee’s title, duties, authorities, or responsibilities; (b) a material reduction in Employee’s Base Salary or Annual Bonus opportunity; (c) materially changing the location from which Employee is expected to principally perform his duties, including requiring Employee to relocate his primary work location more than 30 miles from the Company’s current principal offices in Orange County, California, or revoking the remote work flexibility contemplated by Section 1(a), without Employee’s prior written consent; (d) if Employee’s term as a director is scheduled to end for any reason during Employee’s employment by the Company and while Employee is still willing to serve on the Board, if the Company does not re-nominate Employee to continue to serve on the Board and recommend to stockholders Employee’s election to the Board (other than a break in service that is promptly remedied by the Company’s prompt re- appointment of Employee to the Board); provided, however, that the Company shall not be obligated to cause such nomination if (i) any of the events constituting Cause have occurred and not been cured or (ii) Employee has issued a notice of termination; or (e) a material breach by the Company of any provision of this Agreement or any other agreement between the Company and Employee. Notwithstanding the foregoing, a termination of Employee’s employment
Exhibit 10.1
with the Company shall not constitute a termination for Good Reason unless such termination occurs not more than six months following the initial existence of the condition claimed to constitute Good Reason.
| 5. | TERMINATION OBLIGATIONS |
Exhibit 10.1
coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to the same extent provided by the Company’s group plans immediately before the termination date during the COBRA Period (the “COBRA Benefits”); provided, however, if the Company determines, in its sole discretion, that it cannot pay for the COBRA Benefits without potentially incurring financial cost or penalties under applicable law (including without limitation, Section 2716 of the Public Health Service Act), then the Company shall, in lieu thereof, pay Employee a taxable cash amount that it would otherwise have paid for the COBRA Benefits, in monthly installments over the same time period, which payment shall be made regardless of whether Employee elects health care continuation coverage. For purposes of this Agreement, “COBRA Period” shall mean the period beginning on the date of termination and ending on the six-month anniversary thereof; provided, however, that in the event the Qualified Termination occurs within two months prior to, on or within 6 months after a Change in Control, then the COBRA Period instead shall end on the 12-month anniversary thereof.
Exhibit 10.1
kind, and/or benefits, earned or received by Employee from any other employment, self-employment or other activities at any time. Notwithstanding the foregoing, the Company shall be entitled to immediately cease making further health care payments required in Section 5(c) to the extent that Employee secures other employment that provides health care coverage. Employee covenants to immediately inform the Company upon securing such other employment and coverage and to return any overpayments of such benefits made by the Company.
| 6. | INVENTIONS AND PROPRIETARY INFORMATION; PROHIBITION ON THIRD PARTY INFORMATION |
Employee hereby acknowledges that he will enter into an Employee Proprietary Information and Inventions Agreement, dated as of the date hereof, in the form attached hereto as Schedule A (the “PIIA”), and the Employee will be bound by the terms and conditions of the terms set forth therein.
| 7. | ARBITRATION |
Employee hereby acknowledges that he will enter into an Agreement to Arbitrate, dated as of the date hereof, in the form attached hereto as Schedule B, which shall remain in effect in accordance with its terms.
| 8. | AMENDMENTS; WAIVERS; REMEDIES |
This Agreement may not be amended or waived except by a writing signed by Employee and by a duly authorized representative of the Company other than Employee. Failure to exercise any right under this Agreement shall not constitute a waiver of such right. Any waiver of any breach of this Agreement shall not operate as a waiver of any subsequent breaches. All rights or remedies specified for a party herein shall be cumulative and in addition to all other rights and remedies of the party hereunder or under applicable law.
| 9. | ASSIGNMENT; BINDING EFFECT |
| 10. | ATTORNEYS’ FEES |
In any dispute arising from or relating to this Agreement or Employee’s hiring, employment, compensation, benefits, or termination, the prevailing party shall be entitled to recover its attorneys’ fees
Exhibit 10.1
and costs. Each party hereto shall bear its own legal fees and costs incurred in connection with the negotiation of this Agreement and the documents referenced herein.
| 11. | NOTICES |
All notices or other communications required or permitted hereunder shall be made in writing and shall be deemed to have been duly given if delivered: (a) by hand; (b) by a nationally recognized overnight courier service; or (c) by United States first class registered or certified mail, return receipt requested, to the principal address of the other party, as set forth below. The date of notice shall be deemed to be the earlier of (i) actual receipt of notice by any permitted means, or (ii) five business days following dispatch by overnight delivery service or the United States Mail. Employee shall be obligated to notify the Company in writing of any change in Employee’s address. Notice of change of address shall be effective only when done in accordance with this paragraph.
Company’s Notice Address:
5 Park Plaza, Suite 1750
Irvine, CA 92614 Attention: Legal
Employee’s Notice: to Employee at his address on file in the Company’s payroll records
| 12. | SEVERABILITY |
If any provision of this Agreement shall be held by a court or arbitrator to be invalid, unenforceable or void, such provision shall be enforced to the fullest extent permitted by law, and the remainder of this Agreement shall remain in full force and effect. In the event that the time period or scope of any provision is declared by a court or arbitrator of competent jurisdiction to exceed the maximum time period or scope that such court or arbitrator deems enforceable, then such court or arbitrator shall reduce the time period or scope to the maximum time period or scope permitted by law.
| 13. | CLAWBACK POLICY |
Employee acknowledges and agrees that, to the extent the Company adopts any clawback or similar policy pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act or otherwise, and any rules and regulations promulgated thereunder, Employee shall take all action necessary or appropriate to comply with such policy (including, without limitation, entering into any further agreements, amendments or policies necessary or appropriate to implement and/or enforce such policy with respect to past, present and future compensation, as appropriate).
| 14. | TAX MATTERS |
| b. | Section 409A Compliance. |
Exhibit 10.1
accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. To the extent that any provision hereof is modified in order to comply with Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the parties hereto of the applicable provision without violating the provisions of Section 409A.
| c. | Section 280G. |
Exhibit 10.1
Benefits (such reduced amount is referred to hereinafter as the “Limited Benefit Amount”). Unless Employee shall have given prior written notice specifying a different order to the Company to effectuate the Limited Benefit Amount, any such notice consistent with the requirements of Section 409A of the Code to avoid the imputation of any tax, penalty or interest thereunder, the Company shall reduce or eliminate the Benefits by first reducing or eliminating amounts which are payable from any cash severance, then from any payment in respect of an equity award that is not covered by Treas. Reg. Section 1.280G-1 Q/A-24(b) or (c), then from any payment in respect of an equity award that is covered by Treas. Reg. Section 1.280G- 1 Q/A-24(c), in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as defined below). Any notice given by Employee pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing Employee’s rights and entitlements to any benefits or compensation.
| 15. | EXCEPTIONS |
Notwithstanding anything in this Agreement or the PIIA to the contrary, nothing contained in this Agreement shall prohibit either party (or either party’s attorney(s)) from (a) filing a charge with, reporting possible violations of federal law or regulation to, participating in any investigation by, or cooperating with any governmental agency or entity or making other disclosures that are protected under the whistleblower provisions of applicable law or regulation, (b) communicating directly with, cooperating with, or providing information (including trade secrets) in confidence to, any federal, state or local government regulator (including, but not limited to, the U.S. Securities and Exchange Commission, the U.S. Commodity Futures Trading Commission, or the U.S. Department of Justice) for the purpose of reporting or investigating a suspected violation of law, or from providing such information to the party’s attorney(s) or in a sealed complaint or other document filed in a lawsuit or other governmental proceeding and/or (c) receiving an award for information provided to any governmental agency. Pursuant to 18 USC Section 1833(b), the Employee will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made: (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Further, nothing in this Agreement is intended to or shall preclude either party from providing truthful testimony in response to a valid subpoena, court order, regulatory request or other judicial, administrative or legal process or otherwise as required by law. If the Employee is required to provide testimony, then unless otherwise directed or requested by a governmental agency or law enforcement, the Employee shall notify the Company as soon as reasonably practicable after receiving any such request of the anticipated testimony. Further, nothing in this Agreement or in the PIIA prevents the Employee from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that the Employee has reason to believe is unlawful.
| 16. | GOVERNING LAW |
This Agreement shall be governed by and construed in accordance with the laws of the State of California.
Exhibit 10.1
| 17. | INTERPRETATION |
This Agreement shall be construed as a whole, according to its fair meaning, and not in favor of or against any party. Sections and section headings contained in this Agreement are for reference purposes only, and shall not affect in any manner the meaning or interpretation of this Agreement. Whenever the context requires, references to the singular shall include the plural and the plural the singular.
| 18. | OBLIGATIONS SURVIVE TERMINATION OF EMPLOYMENT |
Each party agrees that any and all of such party’s obligations under this Agreement, including any agreement contemplated hereby, shall survive a termination of employment.
| 19. | COUNTERPARTS |
This Agreement may be executed in any number of counterparts, and the signature pages may be transmitted by pdf or electronic means, each of which shall be deemed an original of this Agreement, but all of which together shall constitute one and the same instrument.
| 20. | AUTHORITY |
Each party represents and warrants that such party has the right, power and authority to enter into and execute this Agreement and to perform and discharge all of the obligations hereunder; and that this Agreement constitutes the valid and legally binding agreement and obligation of such party and is enforceable in accordance with its terms.
| 21. | ENTIRE AGREEMENT |
As of the Effective Date, this Agreement is intended to be the final, complete and exclusive statement of the terms of Employee’s employment by the Company and may not be contradicted by evidence of any prior or contemporaneous statements or agreements, except for agreements specifically referenced herein (including the agreements referenced in Sections 2(g), 6 and 7 above). The Employee agrees that the Original Agreement shall be terminated and of no further force or effect from and after the Effective Date. In the event that the Employee’s employment with the Company is terminated prior to the Effective Date, this Agreement (including, without limitation, the immediately preceding sentence) shall have no force or effect. To the extent that the practices, policies or procedures of the Company, now or in the future, apply to Employee and are inconsistent with the terms of this Agreement, the provisions of this Agreement shall control. Any subsequent change in Employee’s duties, position or compensation shall not affect the validity or scope of this Agreement.
| 22. | EMPLOYEE ACKNOWLEDGEMENT |
EMPLOYEE ACKNOWLEDGES THAT EMPLOYEE HAS HAD THE OPPORTUNITY TO CONSULT LEGAL COUNSEL CONCERNING THIS AGREEMENT, THAT EMPLOYEE HAS READ AND UNDERSTANDS THE AGREEMENT, THAT EMPLOYEE IS FULLY AWARE OF ITS LEGAL EFFECT AND THAT EMPLOYEE HAS ENTERED INTO IT FREELY BASED ON EMPLOYEE’S OWN JUDGMENT AND NOT ON ANY REPRESENTATIONS OR PROMISES OTHER THAN THOSE CONTAINED IN THIS AGREEMENT.
[The rest of this page intentionally left blank; signatures appear on the following page.]
Exhibit 10.1
By signing below, each of the parties hereto acknowledges and agrees to all of the terms of this Agreement, effective as of the Effective Date.
ROB BANCROFT (“Employee”)
Sign Name:
AEON BIOPHARMA, INC., a Delaware Corporation (the “Company”)
Sign name: Print name:Jost Fischer
Title:Chairman of the Board and Interim Chief Executive Officer
Exhibit 10.1
SCHEDULE A TO EMPLOYMENT AGREEMENT
Employee Proprietary Information and Inventions Agreement
[SEE ATTACHED]
Exhibit 10.1
SCHEDULE B TO EMPLOYMENT AGREEMENT
Agreement to Arbitrate
[SEE ATTACHED]
Exhibit 10.1
SCHEDULE A
EMPLOYEE PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT
I hereby enter into this Agreement with AEON Biopharma, Inc. a Delaware corporation (together with any affiliates, the “Company”), effective as of the date of my signature below. In doing so, I acknowledge and understand the following facts:
Based upon the Company’s need and desire to place reasonable restrictions upon my use and development of information, technology, ideas and inventions, and in exchange for my continuing employment with the Company and allowing me to use and access the Company’s information assets, I promise to comply fully with all of the following terms and conditions:
| 1. | Proprietary Information. |
Exhibit 10.1
Exhibit 10.1
| 2. | Interference with Business. |
| 3. | Inventions. |
| (b) | Assignment of Inventions. |
Exhibit 10.1
“Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to
Exhibit 10.1
an invention that the employee developed entirely on his or her own time without using the employer’s equipment, supplies, facilities, or trade secret information except for those inventions that either:
| (2) | Result from any work performed by the employee for the employer.” |
| 4. | Former or Conflicting Agreements. |
| 5. | Termination. |
Exhibit 10.1
| 6. | No Implied Employment Rights. |
Except as set forth in writing in an employment agreement between myself and the Company, I recognize that my employment with the Company is “at will,” and nothing in this Agreement shall be construed to imply that my employment is guaranteed for any period of time, or to limit in any way my right or the Company’s right to terminate our “at will” employment relationship at any time, without notice and for any reason, with or without cause. I understand that both the Company and I have the right to terminate employment at any time, with or without advance notice, and with or without cause. I understand that I may also be demoted or disciplined and the terms of my employment may be altered at any time, with or without cause, at the discretion of the Company.
| 7. | Remedies. |
I recognize that nothing in this Agreement is intended to limit any remedy of the Company under any federal or state law concerning trade secrets. I recognize that my violation of this Agreement could cause the Company irreparable harm and agree that the Company shall have the right to apply to any court of competent jurisdiction for an order restraining any breach or threatened breach of this Agreement.
| 8. | Miscellaneous Provisions. |
Exhibit 10.1
MY SIGNATURE BELOW SIGNIFIES THAT I CAREFULLY READ, UNDERSTAND, AND AGREE TO BE LEGALLY BOUND TO ALL OF THE TERMS OF THIS AGREEMENT.
Date:_April 20, 2025 Sign Name:
Print Name: Robert Bancroft
Exhibit 10.1
Exhibit A to Employee Proprietary Information and Inventions Agreement
EMPLOYEE’S DISCLOSURE
| 1. | Prior Inventions. Except as set forth below, there are no ideas, processes, inventions, technology, writings, programs, designs, formulas, discoveries, patents, copyrights, or trademarks, or any claims, rights, or improvements to the foregoing, that I wish to exclude from the operation of this Agreement: |
| 2. | Prior Agreements. Except as set forth below, I am aware of no prior agreements between me and any other person or entity concerning proprietary information or inventions (attach copies of all agreements in your possession): |
Employee has notified his prior employer of accepting this position and received no objection. Date:
Sign Name:
Print Name:
Exhibit 10.1
Exhibit B to Employee Proprietary Information and Inventions Agreement
TERMINATION CERTIFICATE CONCERNING COMPANY PROPRIETARY INFORMATION
This is to certify that, to the best of my knowledge, I have returned all personal property of the Company, including, without limitation, all laptop computers, cellular phones, source code listings, books, manuals, records, models, drawings, reports, notes, contracts, lists, blueprints, and other documents and materials, Proprietary Information, and equipment furnished to or prepared by me in the course of or incident to my employment with the Company, and that I did not make or distribute any copies of the foregoing.
I further certify that I have reviewed the Employee Proprietary Information and Inventions Assignment Agreement that I entered into with the Company, and I will comply with my obligations of that Agreement.
Date:
Sign Name:
Print Name:
Exhibit 10.1
SCHEDULE B
ARBITRATION AGREEMENT
This Arbitration Agreement, dated as of April 20, 2025, is entered into by Robert Bancroft (“Employee”) and AEON Biopharma, Inc., a Delaware Corporation (the “Company”).
disability insurance, or filing claims under the Company’s group health, life, disability, or other insurance or employee benefit plans, or filing any other claim that by law cannot be required to be arbitrated.
Exhibit 10.1
[The rest of this page intentionally left blank; signatures appear on the following page
Exhibit 10.1
By:
Employee Name: Robert Bancroft
AEON Biopharma, Inc.
Name: Jost Fischer
Title: Chairman of the Board and Interim CEO