8-K

UNITED STATES

SECURITIES AND EXCHANGECOMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13or 15(d) of the

Securities ExchangeAct of 1934

Date of Report (Dateof earliest event reported): December 18, 2024

AEON Biopharma, Inc.

(Exact name of registrantas specified in its charter)

5 Park Plaza

Suite 1750

Irvine, CA92614

(Address of principalexecutive offices, including Zip Code)

Registrant’s

telephone number, including area code: (949) 354-6499

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.       ¨

Item 5.03 Amendment to Articles of Incorporationor Bylaws; Change in Fiscal Year.

On December 18, 2024, Aeon Biopharma, Inc. (the “Company”) amended its amended and restated bylaws (the “Bylaws”) to change the quorum requirement for shareholder meetings from a majority to 33.34% of the voting power of the Company’s outstanding shares entitled to vote at a meeting. A copy of the Certificate of Amendment of the Bylaws of the Company is filed herein as Exhibit 3.1 and is incorporated herein by reference.

Item 9.01. Financial Statement and Exhibits.

(d) Exhibits.

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.

Exhibit 3.1

AMENDMENTTO AMENDED AND RESTATED BYLAWS

OF

AEON BIOPHARMA, INC.

The undersigned, being the duly authorized Chief Executive Officer and President, of Aeon Biopharma, Inc. (the “Company”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:

“Section 2.8 Quorum. Unless otherwise provided by law, the Certificate of Incorporation or these bylaws, the holders of 33.34% 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, shall constitute a quorum for the transaction of business at all meetings of the stockholders. A quorum, once established at a meeting, shall not be broken by the withdrawal of enough votes to leave less than a quorum. If, however, a quorum is not present or represented at any meeting of the stockholders, then either (i) the person presiding over the meeting or (ii) a majority in voting power of the stockholders entitled to vote at the meeting, present in person, or by remote communication, if applicable, or represented by proxy, shall have power to recess the meeting or adjourn the meeting from time to time in the manner provided in Section 2.9 of these bylaws until a quorum is present or represented. At any recessed or adjourned meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the meeting as originally noticed.”

IN WITNESS WHEREOF, said corporation has caused this certificate to be signed on December 18, 2024.