8-K

UNITED STATES

SECURITIES AND

EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):May 3, 2024

AEON Biopharma, Inc.

(Exact name of registrant as specified in itscharter)

Delaware	001-40021	85-3940478
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

5Park Plaza Suite 1750 Irvine , CA

92614

(Address ofprincipal 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)
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¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨	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 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 7.01 Regulation FD Disclosure.

On May 3, 2024, AEON Biopharma, Inc. (the “Company”) issued a press release announcing the preliminary top-line results from its Phase 2 interim analysis of ABP-450 in the preventative treatment of chronic migraine, a copy of which is furnished as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.

The information furnished under this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of 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 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 8.01. Other Events.

On May 3, 2024, the Company announced the preliminary top-line results from its Phase 2 interim analysis of ABP-450 in the preventative treatment of chronic migraine. In a total of 325 analyzed patients randomized to three arms, the primary endpoint of mean reduction in monthly migraine days (MMD) over the period 13-24 weeks, showed a reduction of 8.5 days in the 150 U arm, a reduction of 7.7 days in the 195 U arm, and a reduction of 8.4 days in the placebo arm. These differences did not achieve statistical significance (p=0.9132 in 150 U arm; p=0.3611 in 195 U arm). The numerical reduction in MMDs were in the expected range for the two active arms, but the reduction in the placebo arm was much higher than expected. None of the secondary endpoints met statistical significance.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release, dated May 3, 2024
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: May 3, 2024	By:	/s/ Marc Forth
	Name:	Marc Forth
	Title:	Chief Executive Officer

Exhibit 99.1

PRESS<br>RELEASE

AEON Biopharma Announces Preliminary Top-Line Results from Phase 2 Interim Analysis of ABP-450 in the Preventive Treatment of Chronic Migraine

–Trial did not meet primary endpoint –

IRVINE, Calif., May 3, 2024 – AEON Biopharma, Inc. (“AEON” or the “Company”) (NYSE: AEON), a clinical-stage biopharmaceutical company focused on developing a proprietary botulinum toxin complex for the treatment of multiple debilitating medical conditions, today announced that the preliminary top-line results from its planned interim analysis of the Phase 2 trial with ABP-450 in the preventive treatment for chronic migraine did not meet the primary endpoint.

The primary endpoint of mean reduction in monthly migraine days (MMD) over the period 13-24 weeks in a total of 325 analyzed patients randomized across three arms showed a reduction of 8.5 days in the 150 U arm and 7.7 days in the 195 U arm, compared with a reduction of 8.4 days in the placebo arm. These differences did not achieve statistical significance (p=0.9132 in 150 U arm; p=0.3611 in 195 U arm). The numerical reduction in MMDs were in the expected range for the two active arms, however, the reduction in the placebo arm was much higher than expected based on previous studies. In addition, none of the secondary endpoints met statistical significance. While the Company will continue to evaluate the complete dataset and determine the next steps in the development of ABP-450, it has immediately commenced cash preservation measures and will review all strategic options.

“While we were surprised and disappointed that ABP-450 did not demonstrate statistically significant superiority over placebo in this interim readout, both active arms showed a reduction in monthly migraine days directly in-line with our expectations. We are conducting additional analyses of the interim data to understand the highly abnormal and unexpected placebo effect and further evaluate the results of this study to determine the best path forward in the development of ABP-450 for the preventive treatment of migraine,” said Marc Forth, President and Chief Executive Officer of AEON. “We want to express our gratitude to the patients who participated in this trial, the clinical investigators, and the AEON team for their hard work and dedication to this study.”

PRESS<br>RELEASE

About AEON Biopharma

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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, or the FDA, Health Canada and European Medicines Agency, or EMA. 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.

Forward-LookingStatements

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Certain statementsin this press release may be considered forward-looking statements. Forward-looking statements generally relate to future events or AEON’sfuture financial or operating performance. For example, statements regarding AEON’s expected capital resources and liquidity needsand the anticipated timing of AEON’s clinical results are forward-looking statements. In some cases, you can identify forward-lookingstatements by terminology such as "plan", "possible", "forecast", "expect", "intend", "will", "estimate", "anticipate", "believe", "predict", "potential" or "continue",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-lookingstatements 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 outcomeof any legal proceedings that may be instituted against AEON or others; (ii) AEON’s future capital requirements, including withrespect to potential obligations pursuant to the forward purchase agreement termination letters; (iii) AEON’s ability to raisefinancing in the future; (iv) AEON’s ability to continue to meet continued stock exchange listing standards; (v) the possibilitythat AEON may be adversely affected by other economic, business, regulatory, and/or competitive factors; and (vi) other risks and uncertaintiesset forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” inthe Company’s filings with the Securities and Exchange Commission (the "SEC"), which are available on the SEC’swebsite at www.sec.gov.

PRESS<br>RELEASE

Nothing in thispress release should be regarded as a representation by any person that the forward-looking statements set forth herein will be achievedor that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-lookingstatements, 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