8-K
AEON Biopharma, Inc. (AEON)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 24, 2025
AEON Biopharma, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-40021 | 85-3940478 |
|---|---|---|
| (State or other jurisdiction<br><br>of incorporation) | (Commission<br><br>File Number) | (IRS Employer<br><br>Identification Number) |
5 Park Plaza
Suite 1750
Irvine , CA **** 92614
(Address of principal executive 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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act:
| | | | | |
|---|---|---|---|---|
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
| Class A Common Stock, $0.0001 par value per share | | AEON | | NYSE American |
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 ☒
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Departure of President & Chief Executive Officer
On March 24, 2025, AEON Biopharma, Inc. (the “Company” or “AEON”) was notified by Marc Forth that he intended to resign as the Company’s President and Chief Executive Officer (“CEO”) in order to pursue another opportunity. Mr. Forth’s last day as President and CEO of the Company will be April 4, 2025. Mr. Forth is expected to remain a member of the Company’s board of directors (the “Board”). In that role, Mr. Forth will continue to advise Company management and provide strategic guidance. Mr. Forth did not receive compensation for his service as a Board member during his time as CEO. However, on a go-forward basis, Mr. Forth will be entitled to the same compensatory arrangement as other Board members.
Mr. Forth’s departure as President and CEO is not the result of any disagreement between him and the Company on any matter relating to the Company’s operations, policies or practices.
Appointment of Interim Chief Executive Officer
The Board has named Jost Fischer, the current Chairman of the Board, to serve as Interim CEO following Mr. Forth’s departure while the Board identifies a replacement CEO. The Board is actively considering several qualified candidates.
Mr. 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 CEO of Sirona from June 2006 to February 2013, as CEO 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 CEO 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 CEO of PWA’s printing division and President and CEO of PWA Dekor GmbH. In addition, Mr. Fischer serves on the board of directors of a number of private companies. He received a Master’s degree in Economics from the University of Saarbruecken, Germany. We believe that Mr. Fischer is qualified to fill the role of Interim CEO based on his extensive business and executive leadership experience.
There were no arrangements or understandings between Mr. Fischer and any other person pursuant to which Mr. Fischer was selected as an officer. Mr. Fischer has no family relationships subject to disclosure under Item 401(d) of Regulation S-K or any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 7.01. Regulation FD Disclosure.
On March 27, 2025, the Company issued a press release announcing the events described in Item 5.02 above. A copy of the press release is furnished as Exhibit 99.1.
The information furnished under this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
|---|---|---|
| | | |
| 99.1 | Press Release, dated March 27, 2025. | |
| 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.
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|---|---|---|
| | AEON Biopharma, Inc. | |
| | | |
| Date: March 27, 2025 | By: | /s/ Marc Forth |
| | | Marc Forth |
| | | Chief Executive Officer |
Exhibit 99.1
PRESS RELEASE
AEON Biopharma Announces CEO Transition
– Marc Forth Steps Down as President and CEO to Pursue Another Opportunity; will remain on the Board of Directors –
– Jost Fischer, Chairman of AEON, will assume the role of interim CEO –
IRVINE, Calif., March 27, 2025 – AEON Biopharma, Inc. (“AEON” or the “Company”) (NYSE: AEON), a clinical-stage biopharmaceutical company focused on developing a botulinum toxin complex for the treatment of multiple therapeutic indications, announced today a leadership transition under which Marc Forth is stepping down as President and Chief Executive Officer of the Company to pursue another opportunity, effective April 4, 2025. Mr. Forth will continue with the Company as a member of its board of directors (the “Board”), through which he will continue to advise the Company’s management team and provide strategic guidance. The Board has appointed Jost Fischer, the current Chairman of the Board, to serve as Interim Chief Executive Officer following Mr. Forth’s departure while the Board identifies a replacement chief executive officer. The Board is actively considering several qualified candidates.
“On behalf of the Board, I want to thank Marc for his invaluable contributions to AEON over the last several years and his dedication to exhaustively evaluating all opportunities for the Company to execute its growth strategy. As a result of these efforts, the Company is making steady progress along a 351(k) biosimilar regulatory pathway that could allow it to bring ABP-450 to the U.S. market for all of BOTOX’s currently approved and future therapeutic indications under a single FDA approval,” commented Mr. Fischer. “I look forward to working with the AEON team and the Board to ensure our program for ABP-450 continues to move forward without delay. We believe our current cash balance will allow us to work through our Biosimilar BPD Type 2a meeting with FDA anticipated in the second half of 2025. We look forward to announcing the results of that meeting and next steps in our development program.”
Jost Fischer has served as a member of the Company’s 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 several private companies. He received a Master’s degree in Economics from the University of Saarbruecken, Germany.
About AEON Biopharma
AEON is a clinical stage biopharmaceutical company focused on developing its proprietary botulinum toxin complex, ABP-450 (prabotulinumtoxinA) injection, or ABP-450, for debilitating medical conditions, with an initial focus on the neurosciences market. ABP-450 is the same botulinum toxin complex that is currently approved and marketed for cosmetic indications by Evolus under the name Jeuveau. ABP-450 is manufactured by Daewoong in compliance with current Good Manufacturing Practice, or cGMP, in a facility that has been approved by the U.S. Food and Drug Administration, Health Canada and European Medicines Agency. The product is approved as a biosimilar in Mexico and India. AEON has exclusive development and distribution rights for therapeutic indications of ABP-450 in the United States, Canada, the European Union, the United Kingdom, and certain other international territories. The Company has built a highly experienced management team with specific experience in biopharmaceutical and botulinum toxin development and commercialization. To learn more about AEON, visit www.aeonbiopharma.com.
Exhibit 99.1
PRESS RELEASE
Forward-Looking Statements
Certain statements in this press release may be considered forward-looking statements. Forward-looking statements generally relate to future events or AEON’s future financial or operating performance. For example, statements regarding meetings with the FDA, the timing of primary comparative analytical studies, and potential determination that ABP-450 is highly similar to the reference product for currently approved and future therapeutic indications are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "plan", "possible", "forecast", "expect", "intend", "will", "estimate", "anticipate", "believe", "predict", "potential", "continue" or “could”, or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements.
These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by AEON and its management, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: (i) the outcome of any legal proceedings that may be instituted against AEON or others; (ii) AEON’s future capital requirements; (iii) AEON’s ability to raise financing in the future; (iv) AEON’s ability to maintain the cash balance required to work through our Biosimilar BPD Type 2a meeting with the FDA; (v) AEON’s ability to continue to meet continued stock exchange listing standards; (vi) the possibility that AEON may be adversely affected by other economic, business, regulatory, and/or competitive factors; (vii) AEON’s ability to progress along a 351(k) biosimiliar pathway to allow ABP-450 to be approved as a biosimilar to BOTOX under a single FDA approval; (viii) the outcomes from any meetings or discussions with regulatory authorities; and (ix) other risks and uncertainties set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Company’s filings with the Securities and Exchange Commission (the "SEC"), which are available on the SEC’s website at www.sec.gov .
Nothing in this press release should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. AEON does not undertake any duty to update these forward-looking statements.
Contacts
Investor Contact: Corey Davis, Ph.D. LifeSci Advisors +1 212 915 2577 cdavis@lifesciadvisors.com
Source: AEON Biopharma