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Exhibit 4.1

THIS SECURITY (INCLUDING ANY SECURITIES ISSUABLE UPON CONVERSION) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR APPLICABLE STATE SECURITIES LAWS. THIS SECURITY (INCLUDING ANY SECURITIES ISSUABLE UPON CONVERSION) HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO ITS DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR THIS SECURITY (INCLUDING ANY SECURITIES ISSUABLE UPON CONVERSION) UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR AN EXEMPTION THEREFROM.

AEON BIOPHARMA, INC.

SENIOR SECURED CONVERTIBLE NOTE

US$[•]‌March [•], 2024

FOR VALUE RECEIVED, AEON Biopharma, Inc., a corporation duly organized and validly existing under the laws of the state of Delaware (the “Borrower”), hereby promises to pay to Daewoong Pharmaceutical Co., LTD., a company duly organized and existing under the laws of the Republic of Korea (the “Holder”), in accordance with this Senior Secured Convertible Note (this “Note”), the principal sum of [•] DOLLARS ($[•]), together with unpaid interest accrued thereon, each due and payable on the dates and in the manner provided herein.

ARTICLE 1

DEFINITIONS; INTERPRETATIONS

Section 1.01Definitions

The terms defined in this Section 1.01 (except as herein otherwise expressly provided or unless the context otherwise requires) for all purposes of this Note shall have the respective meanings specified in this Section 1.01. The words “herein,” “hereof,” “hereunder,” and words of similar import refer to this Note as a whole and not to any particular Article, Section or other subdivision. The terms defined in this Article include the plural as well as the singular. Unless otherwise noted, references to “U.S. Dollars” or “$” shall mean the currency of the United States.

“Administration Expenses” shall have the meaning specified in Section 9.16.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control,” when used with respect to any specified Person means the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Automatic Conversion Date” shall have the meaning specified in Section 4.03(a)(i).

“Automatic Conversion Obligation” shall have the meaning specified in Section 4.01.

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“Automatic Conversion Rate” shall have the meaning specified in Section 4.01.

“Bankruptcy Law” shall have the meaning specified in Section 6.01.

“Borrower” means AEON Biopharma, Inc., a corporation duly organized and existing under the laws of the State of Delaware.

“Business Day” means any day other than a Saturday, a Sunday or a day on which the Federal Reserve Bank of New York is authorized or required by law or executive order to close or be closed.

“Capital Stock” of any Person means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) the equity of such Person, but excluding any debt securities convertible into such equity.

“Cash” or “cash” means such coin or currency of the United States as at any time of payment is legal tender for the payment of public and private debts.

“Change of Control” means (i) a consolidation or merger of the Borrower or any of its Subsidiaries with or into any other corporation or other entity or person (other than Holder or its Affiliates), or any other corporate reorganization; (ii) any transaction or series of related transactions to which the Borrower or any of its Subsidiaries is a party in which an excess of 50% of the Borrower’s voting power is transferred (other than pursuant to a Qualified Financing or to Holder or its Affiliates); or (iii) the sale or transfer of all or substantially all of the Borrower’s or any of its Subsidiaries’ assets, or the exclusive license of all or substantially all of the Borrower’s or any of its Subsidiaries’ material intellectual property (other than to Holder or its Affiliates).

“close of business” means 5:00 p.m. (New York City time).

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

“Collateral” has the meaning specified in the Security Agreement.

“Commission” means the U.S. Securities and Exchange Commission.

“Common Stock” means the shares of Class A common stock, par value $0.0001 per share, of the Borrower.

“Conversion Cap” shall have the meaning specified in Section 4.03(g).

“Conversion Date” means, in respect of any conversion of this Note, the related Automatic Conversion Date or Optional Conversion Date, as the case may be.

“Conversion Milestone” shall have the meaning specified in Section 4.02.

“Conversion Obligation” means, in respect of any conversion of this Note, the related Automatic Conversion Obligation or Optional Conversion Obligation, as the case may be.

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“Default” means any event, act or condition that with notice or lapse of time, or both, would constitute an Event of Default.

“Default Rate” is defined in Section 2.05 hereof..

“Dispose” means a sale, lease, assignment, transfer or other disposition.

“Event of Default” shall have the meaning specified in Section 6.01.

“Exchange Act” means the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, in each case as amended.

“Financing Closing Date” means, in respect of any Qualified Financing, the funding date of the entire amount of such Qualified Financing.

“Form of Assignment and Transfer” shall mean the “Form of Assignment and Transfer” attached as Attachment 2 to this Note.

“Form of Notice of Conversion” shall mean the “Form of Notice of Conversion” attached as Attachment 1 to this Note.

“Guarantors” means each of (a) the Borrower’s Subsidiaries listed on the signature pages to this Note, (b) any other Subsidiary of the Borrower that becomes a Guarantor in accordance with Section 3.04 and (c) the respective successors and assigns of such Subsidiaries, in each case until such time as any such Subsidiary shall be released and relieved of its obligations pursuant to the Guaranty Agreement.

“Guaranty Agreement” means that certain Guaranty Agreement, dated as of March [•], 2024, by the Guarantors, in favor of the Holder, as the same may be amended, restated, modified, or supplemented from time to time.

“Holder” means Daewoong Pharmaceutical Co., LTD., a company duly organized and existing under the laws of the Republic of Korea, until a successor Person shall replace it pursuant to the applicable provisions of this Note, and thereafter “Holder” shall mean such successor Person.

“Interest Rate” means 15.79% per annum.

“Issue Date” of this Note means the date on which this Note was originally issued or deemed issued as set forth on the face of this Note.

“Lien” means any lien, mortgage, pledge, security interest, charge, or encumbrance of any kind (including any conditional sale or other title retention agreement or any lease in the nature thereof) and any agreement to give or refrain from giving any lien, mortgage, pledge, security interest, charge, or other encumbrance of any kind.

“Maturity Date” shall have the meaning specified in Section 2.01.

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“Note” shall have the meaning specified in the preamble.

“Notice of Conversion” shall have the meaning specified in Section 4.03(a)(ii)

“Obligations” means all present and future indebtedness, obligations, and liabilities of the Borrower and each Guarantor to the Holder, and all renewals and extensions thereof (including, without limitation, the principal and interest obligations of the Borrower under this Note and the Guarantees of each Guarantor), or any part thereof, arising pursuant to this Note (including, without limitation, the indemnity provisions thereof), and all interest accruing thereon, and attorneys’ fees or other fees incurred in the enforcement or collection thereof, regardless of whether such indebtedness, obligations, and liabilities are direct, indirect, fixed, contingent, joint, several, or joint and several.

“open of business” means 9:00 a.m. (New York City time).

“Optional Conversion” shall have the meaning specified in Section 4.02.

“Optional Conversion Obligation” shall have the meaning specified in Section 4.02.

“Optional Conversion Rate” shall have the meaning specified in Section 4.02.

“Outstanding,” when used with reference to this Note, shall mean, as of any particular time, any portion of the principal amount of this Note, except:

“Permitted Liens” shall have the meaning specified in the Security Agreement.

“Person” or “person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any syndicate or group that would be deemed to be a “person” under Section 13(d)(3) of the Exchange Act or any other entity.

“Qualified Financing” means a bona fide third-party financing by the Borrower in the form of Common Stock or any securities convertible into, or exchangeable or exercisable for, Common Stock (other than pursuant to equity incentive plans of the Borrower where the sale of such securities is registered on Form S-8 under the Securities Act), in one or more transactions or series of related and substantially similar and simultaneous transactions at the same purchase price from third parties unaffiliated with the Holder and its Affiliates, for aggregate gross cash proceeds to the Borrower of at least $30.0 million. For the avoidance of doubt, the participation by the Holder or its Affiliates in a financing shall not disqualify such bona fide third-party financing from being a Qualified Financing.

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“Receiver” shall have the meaning specified in Section 6.01.

“Rule 144” means Rule 144 as promulgated under the Securities Act.

“Securities Act” means the Securities Act of 1933 and the rules and regulations promulgated thereunder, in each case as amended.

“Security Agreement” means that certain Security Agreement, dated as of March [•], 2024, by and among the Borrower, the Holder and the guarantors thereunder, as the same may be amended, restated, modified, or supplemented from time to time.

“Subscription Agreement” means that certain Subscription Agreement, dated as of March [•], 2024, by and among the Borrower, the Holder and the guarantors thereunder, as the same may be amended, restated, modified, or supplemented from time to time.

“Subsidiary” means, with respect to any Person, any corporation, association, partnership or other business entity of which more than 50% of the total voting power of shares of Capital Stock or other interests (including partnership interests) entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, general partners or trustees thereof is at the time owned or controlled, directly or indirectly, by (i) such Person; (ii) such Person and one or more Subsidiaries of such Person; or (iii) one or more Subsidiaries of such Person.

“UCC” means the Uniform Commercial Code, as the same may, from time to time, be enacted and in effect in the State of New York; provided that, to the extent that the UCC is used to define any term herein and such term is defined differently in different Articles or Divisions of the UCC, the definition of such term contained in Article or Division 9 shall govern; provided further, that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection, or priority of, or remedies with respect to, the Holder’s Lien on any Collateral is governed by the Uniform Commercial Code in effect in a jurisdiction other than the State of New York, the term “UCC” shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for purposes of the provisions thereof relating to such attachment, perfection, priority, or remedies and for purposes of definitions relating to such provisions.

“United States” means the United States of America.

ARTICLE 2

ISSUE, DESCRIPTION AND EXECUTION

Section 2.01Maturity Date.  Subject to Section 6.02, all outstanding principal and accrued and unpaid interest on this Note shall be due and payable, in full, on March [•], 2027 (the “Maturity Date”), except to the extent earlier repurchased, redeemed or converted pursuant to the terms hereof.

Section 2.02Interest. This Note shall accrue interest daily at a rate equal to the Interest Rate on the unpaid principal amount of this Note, from and including the Issue Date, to, but excluding, the date of payment of such principal amount in full in cash. Interest is payable in arrears on the Maturity Date and thereafter on demand. Interest on this Note shall be computed on the basis of a 360-day year for the actual number of days elapsed.

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Interest shall be paid by wire transfer of immediately available funds to an account designated by the Holder. In the event that any amounts payable under this Note are not paid when due, interest shall accrue on all such amounts, in accordance with Section 3.01(a), including any unpaid principal or interest from and including the date such overdue amounts were originally due to the date payment of such amounts has been made in cash. All such interest shall be payable upon demand.

Section 2.03Payment of Note.  All payments due under this Note shall be paid in lawful money of the United States. All payments shall be made by wire transfer of immediately available funds to an account designated in writing by the Holder. If an interest, principal or other payment date is other than a Business Day (as defined herein), such payment shall be made on the next succeeding Business Day except that if the Maturity Date is not on a Business Day then such payment shall be made on the immediately preceding Business Day. All payments shall be applied first, to all fees, charges and expenses owing to Holder under this Note, second, to all accrued and unpaid interest hereon and third, to principal hereof.

Section 2.04Cancellation of Portion of Note Paid, Repurchased, Redeemed or Converted.  For so long as this Note remains outstanding, the unpaid principal balance of this Note shall be cancelled to the extent of any payment, repurchase, redemption or conversion.

Section 2.05Default Interest. If any payment of principal under this Note is not made on the date such payment is due (whether becoming due as scheduled or by acceleration), the Note shall accrue simple interest daily from and including the day after the payment due date to but excluding the date of payment of such amount (or conversion thereof) at a rate equal to twenty-five percent (25%) per annum (the “Default Rate”) (in lieu of the Interest Rate noted in Section 6.02 above).

ARTICLE 3

PARTICULAR COVENANTS OF THE BORROWER

Section 3.01Payment of Principal and Interest.

Section 3.02Corporate Existence. The Borrower shall do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence and rights (charter and statutory).

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Section 3.03No Liens. The Borrower and each Guarantor shall not, and each shall not permit any of their respective Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien, other than Permitted Liens, upon any of their respective property or assets, whether now owned or hereafter acquired.

Section 3.04Additional Guarantors. From and after the Issue Date, the Borrower shall cause each of the Borrower’s Subsidiaries to, within 30 days of becoming a Subsidiary of the Borrower, execute and deliver to the Holder a joinder to the Guaranty Agreement pursuant to which such Subsidiary shall become a Guarantor hereunder.

Section 3.05Borrower Reporting Obligations.

Section 3.06Transfers.  In case this Note or any portion hereof shall be transferred by the Holder, with delivery of a duly completed Form of Assignment and Transfer by the Holder to the Borrower, the Borrower shall promptly upon written request (and in any event, within two Business Days) execute and deliver to (a) the Holder a new Note in authorized denominations in an aggregate principal amount equal to the portion of this Note not transferred and (b) each such transferee a new Note in authorized denominations in an aggregate principal amount equal to the portion of this Note so transferred to such transferee, without payment of any service charge by the Holder or any such transferee but, if required by the Borrower, with payment of a sum sufficient to cover any documentary, stamp or similar issue or transfer tax or similar governmental charge required by law or that may be imposed in connection therewith as a result of the name of the Holder of the new Note being different from the name of the Holder of the old Note.

Section 3.07Indebtedness.  This Note will rank senior in right of payment to all current and future indebtedness of the Borrower and the Guarantor. Other than with the prior written consent of the Holder, the Borrower and the Guarantor shall not incur any indebtedness that would be senior or pari passu with this Note or the Guaranty and shall not incur any junior indebtedness except as is expressly permitted under the Security Agreement.

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ARTICLE 4

COVERSION AND REDEMPTION OF NOTE

Section 4.01Automatic Conversion upon a Qualified Financing. If, prior to the Maturity Date, the Borrower consummates a transaction or event that constitutes a Qualified Financing, then, upon written notice thereof to the Holder by the Borrower, on the Financing Closing Date, this Note shall automatically convert in whole (subject to Section 4.03(g)) without any further action by the Holder into a number 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 this 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 shall be at least $1.00 per share (the “Automatic Conversion Rate”), subject to, and in accordance with, the settlement provisions of Section 4.03 (the “Automatic Conversion Obligation”).

Section 4.02Optional Conversion upon a Conversion Milestone or Change of Control Notice. If, prior to the Maturity Date, the Borrower provides (i) written notice to the Holder that it has publicly announced Topline Clinical Data (as defined below) regarding its Phase 3 clinical study of ABP-450 for the treatment of chronic or episodic migraine, provided that such data indicates achievement of all Primary Endpoints (as defined below) (the “Conversion Milestone”) or (ii) a Change of Control Notice (as defined below), the Holder shall have the right for thirty (30) days following receipt of either such notice, at the Holder’s option (the “Optional Conversion”), to convert all but not less than all of the remaining outstanding portion of this Note (subject to Section 4.03(g)) into a number 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 this Note and all accrued and unpaid interest to be converted divided by (b) the volume-weighted average trading per share price of the Common Stock over the five (5) trading days prior to the Borrower’s receipt of the Holder’s written notice of exercise of the Optional Conversion, provided that such per share price of Common Stock shall be at least $1.00 per share (the “Optional Conversion Rate”), subject to, and in accordance with, the settlement provisions of Section 4.03 (the “Optional Conversion Obligation”).

As used herein, “Topline Clinical Data” means summary of demographic data, the data for the primary endpoint(s), the data for any secondary endpoint(s), if such secondary endpoint(s) are applicable, and a summary of safety data, in each case which are based on an unblinded, locked database and wherein all data are collected in a 21 CFR 11 validated database with a complete audit trail. As used herein, “Primary Endpoints” means the main result that is measured at the end of a clinical trial to determine whether a given treatment has worked (e.g., the difference in survival between a treatment group and a control group), which shall be predefined in the protocol for such clinical trial.

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Section 4.03Conversion Procedure; Settlement upon Conversion.

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Section 4.04Fractional Shares. The Borrower shall not issue any fractional share of Common Stock upon conversion of this Note and shall instead pay cash in lieu of delivering any fractional share of Common Stock issuable upon conversion based on the purchase price of each share of Common Stock paid by the investors in the relevant Qualified Financing on the relevant Automatic Conversion Date (in the case of Common Stock delivered in respect of any Automatic Conversion Obligation) or the volume-weighted average trading price per share price of the Common Stock over the five (5) trading days prior to the Notice of Conversion (in the case of Common Stock delivered in respect of any Optional Conversion Obligation).

Section 4.05Taxes on Conversion. Except as provided in the next sentence, the Borrower shall pay any and all documentary, stamp or similar issue or transfer tax due and duties on the issuance of Common Stock upon conversion, return, or reissue of this Note pursuant hereto. The Holder shall be liable for and shall be required to pay any tax or duty which may be payable in respect of any transfer involved in the issue and delivery of Common Stock in a name other than that of the Holder, and no such issue or delivery shall be made unless the Person requesting such issue has paid to the Borrower the amount of any such tax or duty, or has established to the satisfaction of the Borrower that such tax or duty has been paid.

Section 4.06Redemption upon a Change of Control. If the Borrower consummates a Change of Control while this Note remains outstanding, at the effective time of such Change of Control, unless the Holder has delivered a Notice of Conversion within ten (10) calendar days of receipt of a Change of Control Notice (as defined below), the remaining portion of this Note shall be automatically redeemed for cash by the Borrower, in an amount equal to 130% of such remaining portion of this Note plus any unpaid accrued interest. The Borrower shall deliver to the Holder a written notice (a “Change of Control Notice”) not less than twenty (20) calendar days prior to the effective date of such Change of Control, which notice shall specify the date for redemption and the price for redemption. On such date of redemption, the redemption price shall be paid by Borrower, with amounts so paid first applied to any and all then accrued and outstanding interest hereunder and then to the principal amount hereof.

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Any redemption pursuant to this paragraph in connection with a Change of Control shall be subject to any required tax withholdings in accordance with Section 7.01. If the Holder has delivered a Notice of Conversion on or prior to such tenth calendar day after receipt of a Change of Control Notice, then the terms of Section 4.02 shall apply with the Optional Conversion to become effective immediately prior to, but subject to, consummation of the Change of Control The Borrower shall, as part of any such Change of Control, cause the counterparty thereto to become bound, in favor of Holder, by the terms of this Note.

ARTICLE 5

SECURITY

Section 5.01Grant of Security. The Borrower’s performance of its obligations hereunder and Guarantors’ performance of their obligations in respect hereof is secured by a security interest in the Collateral specified in the Security Agreement.

ARTICLE 6

DEFAULT AND REMEDIES

Section 6.01Events of Default. The occurrence of any one or more of the following events shall constitute an event of default (hereinafter “Event of Default”) under this Note:

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Upon the occurrence of an Event of Default, the Borrower shall give the Holder prompt written notice of the occurrence of such Event of Default.

The term “Bankruptcy Law” means Title 11 of the United States Code (or any successor thereto) or any similar federal or state law for the relief of debtors. The term “Receiver” means any receiver, trustee, assignee, liquidator, sequestrator or similar official under any Bankruptcy Law.

Section 6.02Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 6.01(g) or Section 6.01(h) hereof in respect of the Borrower or any Guarantor) occurs and is continuing, the Holder may declare this Note due and payable at its principal amount plus any accrued and unpaid interest, and thereupon the Holder may, at its discretion, proceed to protect and enforce its rights by the appropriate judicial proceedings. Such declaration may be rescinded and annulled by the written consent of the Holder.

If an Event of Default specified in Section 6.01(g) or Section 6.01(h) hereof in respect of the Borrower or any Guarantor occurs and is continuing, then all unpaid principal of, and accrued and unpaid interest on, this Note that is Outstanding shall become immediately due and payable, without any declaration or other act on the part of the Holder.

Section 6.03Other Remedies.

Section 6.04Waiver of Past Defaults. The Holder may, in its sole and absolute discretion, waive an existing Default or Event of Default. Upon any such waiver, such Default shall cease to

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exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Note; provided, however, that no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

Section 6.05Unconditional Right of Holder to Receive Payment and to Convert. Notwithstanding any other provision in this Note, the Holder of this Note shall have the right, which is absolute and unconditional, to receive payment of the principal amount and interest in respect of this Note, on or after the respective due dates expressed in this Note, and to convert this Note in accordance with Article 4, and to bring suit for the enforcement of any such payment on or after such respective due dates or for the right to convert in accordance with Article 4.

Section 6.06[Reserved].

Section 6.07Rights and Remedies Cumulative. No right or remedy conferred in this Note upon or reserved to the Holder of this Note is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

Section 6.08Delay or Omission Not Waiver. No delay or omission of the Holder to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or any acquiescence therein. Every right and remedy given by this Article 6 or by law to the Holder may be exercised from time to time, and as often as may be deemed expedient, by the Holder.

Section 6.09Waiver of Stay or Extension Laws. The Borrower covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, or plead, or in any manner whatsoever claim to take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Note; and the Borrower (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it shall not hinder, delay or impede the execution of any power herein granted to the Holder, but shall suffer and permit the execution of every such power as though no such law had been enacted.

ARTICLE 7

TAX TREATMENT

Section 7.01Tax Treatment. Each of the Borrower and the Holder agree to treat this Note as debt for U.S. federal and other applicable income tax purposes and to perform all tax reporting, withholding and other tax compliance in manner consistent with such treatment unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code. Payments and deliveries under this Note shall be made net of any applicable withholding tax (and, for the avoidance of doubt, such withheld amounts shall be treated for all purposes of this Note as having been paid to the person in respect of whom such withholding was made).

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ARTICLE 8

GUARANTEE

Section 8.01The Borrower’s performance of its obligations hereunder are jointly and severally, unconditionally guaranteed by each Guarantor pursuant to the Guaranty Agreement.

ARTICLE 9

MISCELLANEOUS

Section 9.01Notices. All notices and other communications given or made pursuant to this Note shall be in writing and shall be deemed effectively given upon the earlier of actual receipt or refusal, when given by (a) personal delivery to the party to be notified, (b) electronic mail or facsimile during normal business hours of the recipient, with verification of receipt, and if not sent during normal business hours, then on the recipient’s next Business Day, (c) registered or certified mail, return receipt requested, postage prepaid, or (d) nationally recognized overnight courier, freight prepaid, specifying next Business Day delivery, with written verification of receipt. All communications shall be sent to the respective parties at the addresses set forth below:

If to the Holder:

Daewoong Pharmaceutical Co., LTD.

12, Bongeunsa-ro 114, Gangnam-gu, Seoul

Attn: Seongsoo Park, Executive Vice President

Tel: +82 10 5119 6484

Email: yann@daewoong.co.kr

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with a copy (which shall not constitute notice) to:

Brown Rudnick LLP

One Financial Center

Boston, Massachusetts 02111

Tel: (617) 856-8569

Attn: Andrew P. Strehle

Email: astrehle@brownrudnick.com

and

Brown Rudnick LLP

One Financial Center

Boston, Massachusetts 02111

Tel: (617) 856-8114

Attn: Jennifer Ihns Charles

Email: jcharles@brownrudnick.com

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If to the Borrower or to any Guarantor:

AEON Biopharma, Inc.
5 Park Plaza, Suite 1750

Irvine, CA 92614

Tel: (949) 354-6499

Attention: Chief Executive Officer, Chief Legal Officer

E-Mail:  mf@aeonbiopharma.com; aw@aeonbiopharma.com

with a copy (which shall not constitute notice) to:

Latham & Watkins LLP

Town Center Drive, 20th Floor

Costa Mesa, CA 92626-1925

Tel: (714) 755-8008

Attn: Shayne Kennedy; Drew Capurro

Email: Shayne.Kennedy@lw.com; Drew.Capurro@lw.com

Any party may change the address for notices by providing written notice to the party in accordance with this Section 9.01. Any notice sent by electronic mail shall only be valid if an original of such notice was subsequently received by the notified party, in which case such notice shall be deemed received at such time specified above. Any such notice may be given on behalf of a party hereto by such party’s counsel, or by any other person authorized in writing by such party.

Section 9.02Counterparts. This Note may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

Section 9.03GOVERNING LAW; JURISDICTION. THIS NOTE (INCLUDING, FOR THE AVOIDANCE OF DOUBT, THE GUARANTEES INCLUDED HEREIN) AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS NOTE (INCLUDING, FOR THE AVOIDANCE OF DOUBT, THE GUARANTEES INCLUDED HEREIN), SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PROVISIONS THEREOF TO THE EXTENT THAT SUCH PROVISIONS WOULD RESULT IN THE SELECTION OF THE LAW OF A DIFFERENT JURISDICTION AS THE GOVERNING LAW OF THIS NOTE.

Section 9.04Each party hereto irrevocably consents and agrees that any legal action, suit or proceeding with respect to obligations, liabilities or any other matter arising out of or in connection with this Note (including, for the avoidance of doubt, the Guarantees included herein) may be brought in the courts of the State of New York or the courts of the United States located in the Borough of Manhattan, New York City, New York and, until amounts due and to become due in respect of this Note have been paid, hereby irrevocably consents and submits to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to any action, suit or proceeding for itself in respect of its properties, assets and revenues.

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Section 9.05Each party hereto irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Note (including, for the avoidance of doubt, the Guarantees included herein) brought in the courts of the State of New York or the courts of the United States located in the Borough of Manhattan, New York City, New York and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

Section 9.06WAIVER OF JURY TRIAL. EACH OF THE BORROWER, EACH GUARANTOR AND THE HOLDER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE (INCLUDING, FOR THE AVOIDANCE OF DOUBT, THE GUARANTEES INCLUDED HEREIN).

Section 9.07Legal Holidays. In any case where any Conversion Date or Maturity Date is not a Business Day, then any action to be taken on such date need not be taken on such date, but may be taken on the next succeeding Business Day with the same force and effect as if taken on such date, and no interest shall accrue for the period from and after such date.

Section 9.08Benefits of Note. Nothing in this Note, expressed or implied, shall give to any Person, other than the parties hereto, any benefit or any legal or equitable right, remedy or claim under this Note.

Section 9.09Headings. The headings of the sections of this Note are inserted for convenience only and shall not be deemed to constitute a part hereof.

Section 9.10Successors and Assigns. Subject to the limitations contained herein, this Note shall be binding upon the Borrower, and its respective successors and assigns (including by merger, consolidation, amalgamation or otherwise), and shall inure to the benefit of the Holder, and its designees, successors and assigns. This Note may not be assigned by the Borrower without the prior written consent of the Holder, in Holders sole and absolute discretion, and any attempted assignment without such consent shall be null and void.

Section 9.11Registered Form. This Note is registered with respect to principal and interest and any transfer of this Note may be effected only by the surrender of this Note to the Borrower and either the reissuance of this Note by the Borrower and/or the issuance of a new Note by the Borrower to the transferee.

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Section 9.12Amendment; Waiver. The terms and conditions of this Note shall not be amended, changed, terminated or waived except by a writing, duly executed by the Borrower and the Holder. Upon the effectuation of such amendment, change, termination or waiver with the consent of the Holder in conformance with this Section 9.12, such amendment, change, termination or waiver shall be effective as to, and binding against the Holder of this Note and the holders of all of the Senior Secured Convertible Notes issued pursuant to the Subscription Agreement. The Borrower shall promptly give written notice of any such amendment, change, termination or waiver to the Holder if the Holder has not previously consented to such amendment, change, termination or waiver in writing; provided that the failure to give such notice shall not affect the validity of such amendment, change, termination or waiver. Notwithstanding the foregoing (a) if any amendment, change, termination or waiver materially and adversely treats one or more holders of the Senior Secured Convertible Notes issued pursuant to the Subscription Agreement in a manner that is disproportionate to such treatment of all other holders, such amendment, change, termination or waiver shall also require the written consent of holders disproportionately treated and (b) no such amendment, change, termination or waiver shall (i) make any change to this Section 9.12, (ii) reduce the amount of Senior Secured Convertible Notes whose holders must consent to an amendment, change, termination or waiver, (iii) reduce the rate of or extend the stated time for payment of interest on this Note, (iv) reduce the principal of or extend the Maturity Date of this Note, (v) make any change that amends, changes, terminates or otherwise affects the conversion rights of this Note, or (vi) amend, change, terminate or otherwise modify the Guaranty Agreement or the Security Agreement, in each case, without the written consent of the Holder.

Section 9.13Severability. In the event any one or more of the provisions contained in this Note shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Note shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

Section 9.14Lost, Mutilated or Stolen Note. Upon receipt of evidence reasonably satisfactory to the Borrower of the loss, theft, destruction or mutilation of this Note, the Borrower will execute and deliver, in lieu thereof, a new Note containing the same terms as this Note, dated so that there will be no loss of interest on such lost, stolen, destroyed or mutilated Note. Any Note in lieu of which any such new Note has been so executed and delivered by the Borrower shall not be deemed to be an Outstanding Note for any purpose.

Section 9.15Calculations. Except as explicitly stated herein, the Borrower shall be responsible for making all calculations required pursuant to this Note, including, without limitation, calculations with respect to determinations of the accrued interest payable on this Note, the Automatic Conversion Rate and the Optional Conversion Rate. The Borrower shall make all such calculations in good faith and, absent manifest error, the Borrower’s calculations shall be binding on the Holder. The Borrower shall provide a written schedule of such calculations to the Holder upon the Holder’s written request.

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Section 9.16Expenses. The Borrower shall reimburse the Holder promptly upon written request for all reasonable and documented out-of-pocket costs, expenses, and fees (including reasonable expenses and fees of its external counsel) incurred by the Holder in connection with the administration of this Note, the Subscription Agreement, the Guaranty Agreement, and the Security Agreement and the enforcement of the Noteholder’s rights hereunder and thereunder (the “Administration Expenses”); for the avoidance of doubt, such Administration Expenses shall not include any costs, expenses or fees (of the Holder or its external counsel) incurred prior to the date of the Subscription Agreement.

Section 9.17Integration. This Note, the Subscription Agreement, the Guaranty and the Security Agreement constitute the entire contract between the Parties with respect to the subject matter hereof and thereof and, in each case, supersede all previous agreements and understandings, oral or written, with respect thereto.

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IN WITNESS WHEREOF, the undersigned have executed this Senior Secured Convertible Note as of the date first set forth above.

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ATTACHMENT 1

[FORM OF NOTICE OF CONVERSION]
Senior Secured Convertible Note

To:AEON Biopharma, Inc.

Pursuant to Section 4.01 of that certain Senior Secured Convertible Note dated as of March [__], 2024, in the original principal amount of [$___________] issued by the Borrower (as defined below) in favor of the undersigned registered owner (as amended, restated, modified or supplemented prior to the date hereof, the “Note”), the undersigned registered owner of the Note hereby exercises the option to convert the Note, or the portion hereof, below designated, and AEON Biopharma, Inc. (the “Borrower”), shall deliver shares of Common Stock, together with a cash payment, if applicable, in lieu of delivering any fractional share of Common Stock (as defined in the Note), in accordance with the terms of the Note and accrued and unpaid interest on the converted principal amount of the Note to, but excluding, the Conversion Date (as defined in the Note), and directs that any consideration issuable and deliverable upon such conversion, and the portion of the Note representing any unconverted principal amount hereof and accrued and unpaid interest thereon, be issued and delivered to the Holder unless a different name has been indicated below. If any shares of Common Stock or any portion of the Note not converted are to be issued in the name of a Person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto.

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Fill in for registration of shares if to be issued, and Note if to be delivered, other than to and in the Holder:

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Amount to be converted (if less than all): $______________________

NOTICE: The above signature(s) of the Holder hereof must correspond with the name as written upon the face of this Note in every particular without alteration or enlargement or any change whatever.

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ATTACHMENT 2

[FORM OF ASSIGNMENT AND TRANSFER]

For value received                      hereby sell(s), assign(s) and transfer(s) unto                      (Please insert social security or Taxpayer Identification Number of assignee) that certain Senior Secured Convertible Note dated as of March [__], 2024, in the original principal amount of [$___________] issued by AEON Biopharma, Inc. in favor of the undersigned registered owner (as amended, restated, modified or supplemented prior to the date hereof, the “Note”),, and hereby irrevocably constitutes and appoints                    attorney to transfer the Note on the books of the Borrower, with full power of substitution in the premises.

In connection with any transfer of the within Note, the undersigned shall comply with the requirements of this Note applicable to such transfer and confirms that this Note is being transferred:

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NOTICE: The signature on the assignment must correspond with the name as written upon the face of this Note in every particular without alteration or enlargement or any change whatever.

Exhibit 10.1

AEON BIOPHARMA, INC.

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SENIOR SECURED CONVERTIBLE NOTES DUE 2027

SUBSCRIPTION AGREEMENT

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March 19, 2024

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TABLE OF CONTENTS

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ARTICLE 1 AUTHORIZATION AND SALE OF THE NOTE SECURITIES

ARTICLE 2 CLOSING DATE; DELIVERY

ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE GUARANTORS

ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS

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ARTICLE 5 COVENANTS

ARTICLE 6 INDEMNIFICATION

ARTICLE 7 MISCELLANEOUS

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AEON BIOPHARMA, INC.

SENIOR SECURED CONVERTIBLE NOTES DUE 2027
SUBSCRIPTION AGREEMENT

This agreement (the “Agreement”) is made effective as of March 19, 2024 by and among AEON Biopharma, Inc., a Delaware corporation (the “Company”), the Guarantors (as defined herein) and Daewoong Pharmaceutical Co., LTD., a company organized and existing under the laws of the Republic of Korea (“Daewoong” or the “Purchaser”).

R E C I T A L S:

WHEREAS, the Purchaser desires to purchase, and the Company and each Guarantor desires to issue and sell the Note Securities (as defined herein) described in this Agreement on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises hereof and the agreements set forth herein below, the parties hereto hereby agree as follows:

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The Company and the Guarantors, jointly and severally, hereby represent and warrant as of the date of this Agreement, the Initial Closing Date and the Subsequent Closing Date to the Purchaser that:

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The Company has all requisite legal and corporate power and authority to execute and deliver this Agreement, each Note, the Security Agreement by and between the Company, AEON Biopharma Sub, Inc. and the Purchaser (“Security Agreement”), (together, the “Company Transaction Documents”), to sell and issue each Note, to issue the Underlying Common Stock, of the Company upon conversion of each Note, and to carry out and perform its obligations under the terms of the Company Transaction Documents. Each Guarantor has the corporate or other entity power and authority to execute, deliver and perform its obligations under this Agreement, each Note, its Guarantee, the Security Agreement, the PPD Consent and the Fourth Amendment (together with the Company Transaction Documents, the “Transaction Documents”).

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All the outstanding shares of capital stock or registered capital, as the case maybe, of the Company and its subsidiaries have been duly authorized and validly issued and are fully paid or paid in installments in accordance with applicable laws and non-assessable, and all outstanding shares of capital stock or registered capital, as the case may be, of the subsidiaries are owned by the Company, either directly or through its subsidiaries, free and clear of any security interest, claim, lien or encumbrance other than the Permitted Liens (as defined in each Note). None of the outstanding shares of capital stock of or ownership interests in any of the Company’s subsidiaries was issued in violation of the preemptive or similar rights of any security holder of such subsidiary.

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All of the issued shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable; and all of the issued shares of capital stock of each subsidiary of the Company have been duly and validly authorized and issued, are fully paid and non-assessable and are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims, except to the extent that it would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company’s sole direct or indirect subsidiary is Aeon Biopharma Sub, Inc. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the stockholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the date hereof, (i) there are no outstanding options, warrants, scrips, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its subsidiaries, or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries except (w) as set forth in the SEC Reports and the exhibits attached and incorporated by reference thereto, (x) as were granted or issued after the Capitalization Date pursuant to the Company’s equity compensation plans described in the SEC Reports, and (y) as a result of the purchase and sale of the Note Securities; and (ii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of the Note Securities or the Underlying Common Stock. The Company's certificate of incorporation as in effect on the date hereof and the Company's bylaws as in effect on the date hereof have been filed as part of the SEC Reports and are available on the SEC’s EDGAR system as of the business day prior to the date hereof. Other than the Notes, the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto are as described in the SEC Reports and exhibits attached or incorporated by reference thereto.

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Neither the Company nor any agent on its behalf has taken or will take any action so as to bring the sale of the Note Securities or any Underlying Common Stock by the Company within the registration provisions of the Securities Act or any state securities laws other than as contemplated in that certain Amended and Restated Registration Rights Agreement, dated as of July 21, 2023 (the “A&R Registration Rights Agreement”), to which the Company and the Purchaser are parties.

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The Company and each Guarantor further represents to the Purchasers that the Company’s or such Guarantor’s decision to enter into this Agreement has been based solely on the independent evaluation of the Company or such Guarantor and its respective representatives.

Section 3.20 Clinical Research Organizations. The sole clinical research organization to which the Company has transferred any of its sponsor obligations under 21 CFR 312 for each Investigational New Drug (as defined therein) application held by the Company and its subsidiaries is PPD Development, L.P. and that there is no other external firm or person to whom sponsor obligations have been transferred.

The Purchaser hereby represents and warrants to the Company as follows:

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The Purchaser understands any statement contained in the SEC Reports shall be deemed to be modified or superseded for the purposes of this Agreement to the extent that a statement contained herein or in any other document subsequently filed with the SEC modifies or supersedes such statement.

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For the avoidance of doubt, the Purchaser may only appoint a member of its senior management team to serve as the Purchaser Appointee.

(a)The Company covenants that all shares of Common Stock issued upon conversion of the Notes shall be newly issued, duly authorized, validly issued, fully paid and non-assessable and shall be free from preemptive or similar rights and free from all taxes, liens and charges with respect to the issuance thereof.

(b)The Company covenants that it shall take such actions as are necessary to include for listing on any securities exchange or automated quotation system on which the Common Stock is listed for trading, all shares of Common Stock issuable upon conversion of the Notes.

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(c)The Company has available for issuance, free from preemptive rights, and shall reserve, free from preemptive rights, out of its authorized but unissued shares or shares held in treasury, a number of shares of Common Stock reasonably expected to be issuable upon conversion of the Notes pursuant to Section 4.01 and Section 4.02 of the Notes, and shall promptly take such actions as may be necessary to increase such authorized shares to the extent necessary to maintain compliance with this Section 5.10(c).

(d) The Company shall use its reasonable best efforts to cause the Common Stock issuable in accordance with this Agreement and the Notes to be approved for listing on NYSE, subject to official notice of issuance thereof.

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Daewoong Pharmaceutical Co., LTD.

12, Bongeunsa-ro 114, Gangnam-gu, Seoul

Attn: Seongsoo Park, Executive Vice President

Tel: +82 10 5119 6484

Email: yann@daewoong.co.kr

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with a copy to:

Brown Rudnick LLP
One Financial Center
Boston, MA 02111
Attn: Andrew P. Strehle
Email: astrehle@brownrudnick.com

Tel: 617.856.8569

and

Brown Rudnick LLP
One Financial Center
Boston, MA 02111
Attn: Jennifer Ihns Charles
Email: jcharles@brownrudnick.com

Tel: 617.856.8114

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AEON Biopharma, Inc.
5 Park Plaza, Suite 1750
Irvine, CA 92614

Tel: (949) 354-6499
Attention: Chief Financial Officer; Chief Legal Officer
Email: pr@aeonbiopharma.com; aw@aeonbiopharma.com

with a copy to:

Latham & Watkins LLP
650 Town Center Dr, 20th Floor
Costa Mesa, CA 92626

Telephone: (714) 755-8008
Attn: Shayne Kennedy; Drew Capurro
Email: shayne.kennedy@lw.com; drew.capurro@lw.com

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All such notices, requests and other communications hereunder shall be deemed duly given on the date of receipt by the recipient thereof if received before 5:00 p.m. local time on a business day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed to have been received on the next succeeding business day in the place of receipt.

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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above.

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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above.

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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above.

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EXHIBIT A

Form of Note

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EXHIBIT B

Form of Fourth Amendment to License and Supply Agreement

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EXHIBIT C

Form of PPD Consent

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Exhibit 10.2

SECURITY AGREEMENT

This Security Agreement dated as of March 19, 2024 (this “Agreement”) is made by AEON Biopharma, Inc., a Delaware corporation (“AEON”) and AEON Biopharma Sub, Inc., a Delaware corporation (“AEON Sub” and, together with AEON, the “Debtors” and each a “Debtor”), in favor of Daewoong Pharmaceutical Co., LTD., a company duly organized and existing under the laws of the Republic of Korea (the “Secured Party”).

The Debtors and the Secured Party hereby agree as follows:

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(a)Each Debtor represents and warrants to the Secured Party that (i) as of the date hereof, such Debtor does not have any interest in, or title to, any issued or applied-for patents, registered or applied-for trademarks or registered or applied-for copyrights, in each case, issued or applied-for or registered, except as set forth in Schedule I to Exhibit A hereto (as supplemented from time to time) and (ii) this Agreement, together with the filing of the financing statements referred to in Section V of this Agreement, the recording of the Intellectual Property Security Agreements in form and substance acceptable to the Secured Party with the United States Patent and Trademark Office (the “USPTO”) or United States Copyright Office (the “USCO”), as applicable, and subsequent filings pursuant to Section J(b) for any hereafter acquired, issued or applied-for patents, registered or applied-for trademarks or registered copyrights, are or will be, as applicable, effective to create valid, perfected, first priority and continuing Liens in favor of the Secured Party on such patents, trademarks and copyrights and such perfected Liens are enforceable as such as against such Debtor.  As of the date hereof, to such Debtor’s knowledge, no Person has been or is infringing, misappropriating, diluting, violating or otherwise impairing any Intellectual Property of such Debtor.  As of the date hereof, such Debtor, and to such Debtor’s knowledge, each party thereto, is not in material breach or default of any material license of Intellectual Property.

(b)If any Grantor shall obtain ownership of any additional issued or applied-for patent, registered or applied-for trademark or registered copyright, the Secured Party shall have a Lien in, and the provisions of Section II of this Agreement shall automatically apply to, such issued or applied-for patent, registered or applied-for trademark or registered copyright (and also to any composite marks or other marks of such Debtor which are confusingly similar to such mark) and such Debtor shall, within a reasonable amount of time, give to the Secured Party written notice of such ownership of such registrations or applications and duly executed Intellectual Property Security Agreements (or similar documents in a form reasonably acceptable to the Secured Party and such Debtor, governed by the laws of the United States and/or relevant foreign jurisdiction), for recording with the USPTO, each relevant foreign jurisdiction, or the USCO, as applicable, covering such after-acquired registrations or applications obtained.

(c)Each Debtor authorizes the Secured Party to modify this Agreement by amending Schedule I to Exhibit A hereto to include any additional issued or applied-for patents, registered copyrights or registered or applied-for trademarks (excluding any “intent-to-use” trademark application, until such time that a statement of use has been filed with the USPTO for such application, if and to the extent that the grant of a security interest herein would render such intent to-use trademark application invalid (the “Excluded Trademarks”)), and to have an Intellectual Property Security Agreement (or similar document in a form reasonably acceptable to the Secured Party and such Debtor, governed by the laws of the State of New York and/or relevant foreign jurisdiction), evidencing the security interest granted therein, recorded in the USPTO, each relevant foreign jurisdiction or the USCO at the expense of such Debtor.

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Each Debtor, shall, at its expense, perform all steps reasonably requested by the Secured Party at any time to perfect, maintain or protect the Secured Party’s Liens on the Intellectual Property by executing, delivering and/or filing and recording in all appropriate offices in the United States and/or relevant foreign jurisdiction, the Intellectual Property Security Agreement (or similar document in a form reasonably acceptable to the Secured Party and such Debtor, governed by the laws of the State of New York and/or relevant foreign jurisdiction).

Each Debtor will at any time and from time to time, at the expense of such Debtor, upon request promptly execute and deliver all further instruments and documents, obtain such agreements from third parties, and take all further action that the Secured Party may request in order to create, perfect, protect and maintain the validity, perfection or priority of the security interest granted by this Agreement and to enable the Secured Party to exercise and enforce its rights and remedies under this Agreement or under any other agreement with respect to any Collateral.

Anything herein to the contrary notwithstanding, the Debtors shall have no responsibility for reimbursing the Secured Party for the expense of filing and recording Liens on the Intellectual Property in any non-US jurisdictions.

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IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto as of the date first above written.

DEBTORS:

AEON BIOPHARMA, INC.

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By: /s/ Marc Forth_____________________

Name: Marc Forth
Title: President and Chief Executive Officer

Address:

AEON Biopharma, Inc.
5 Park Plaza, Suite 1750

Irvine, CA 92614

Tel: (949) 354-6499

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AEON BIOPHARMA SUB, INC.

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By: /s/ Marc Forth​ ​​ ​

Name: Marc Forth
Title: Chief Executive Officer

Address:

AEON Biopharma Sub, Inc.
5 Park Plaza, Suite 1750

Irvine, CA 92614

Tel: (949) 354-6499

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IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto as of the date first above written.

SECURED PARTY:

DAEWOONG PHARMACEUTICAL CO., LTD.

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By: /s/ Sengho Jeon​ ​

Name: Sengho Jeon
Title: President & CEO

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Address:

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Daewoong Pharmaceutical Co., LTD.

12, Bongeunsa-ro 114, Gangnam-gu, Seoul

Attn.: Seongsoo Park, Executive Vice President

Tel: +82 10 5119 6484

Email: yann@daewoong.co.kr

with a copy (which shall not constitute notice) to:

Brown Rudnick LLP

One Financial Center

Boston, Massachusetts 02111

Attn: Andrew P. Strehle

Tel: (617) 856-8569

Email: astrehle@brownrudnick.com

And

Brown Rudnick LLP One Financial Center Boston, Massachusetts 02111 Attn: Jennifer Ihns Charles Tel: (617) 856-8114 The Collateral consists of all of the Debtors’ right, title and interest in and to the following personal property and assets (both tangible and intangible):

Email: jcharles@brownrudnick.com

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EXHIBIT A

COLLATERAL DESCRIPTION

All Patents, Trademark and Copyrights and other intellectual property of the Debtors (collectively, the “Intellectual Property”), including without limitation the Intellectual Property listed Schedule I to this Exhibit A and the following:

(i)all US and foreign patents, patent applications and all reissues, divisionals, continuations, renewals, extensions and continuations-in-part thereof;

(ii)all US and foreign rights in trademarks, service marks, trade dress, logos, designs, slogans, trade names, business names, corporate names and other source identifiers, whether registered or unregistered, together, in each case, with the goodwill symbolized thereby;

(iii)all US and foreign copyrights, copyright applications, copyright registrations and like protections, including, without limitation, any rights in original works of authorship and derivative works thereof and copyrights in computer software, domain names, internet web sites and the content thereof, whether registered or unregistered, and any moral rights associated with the foregoing;

(iv)all rights in trade secrets, including as may be embodied in technical and business information, manufacturing and production processes and techniques, inventions, research and development information, databases and data, including, without limitation, technical data, financial, marketing and business data, pricing and cost information, business and marketing plans and customer and supplier lists and information;

(v)all US and foreign registrations and applications for registration for any of the foregoing, together with all amendments, reissues, divisionals, continuations, continuations-in-part, extensions, renewals and reexaminations thereof;

(vi)all intellectual property rights in the foregoing provided by international treaties or conventions, and all intellectual property rights corresponding thereto throughout the world;

(vii)any and all claims for damages and injunctive relief, with the rights but not the obligations to sue at law or in equity, for any past, present and future infringement, dilution, misappropriation, violation or misuse with respect to any of the foregoing; and

(viii)all licenses or other rights to use any of the copyrights, patents, trademarks, or other works and all license fees and royalties arising from such use to the extent permitted by such license or rights.

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All Know-How, including all rights and title in such Know-How, related to the product known as ABP-450, as described in the applicable investigational new drug application and as described in any subsequent amendment submitted to the U.S. Food & Drug Administration, any product related to prabotulinumtoxinA or any other pharmaceutical or biological preparation containing botulinum toxin type A with a 900 kDa protein complex or a protein complex of any other mass or weight (collectively, the “Product”), and any patents or other intellectual property rights that cover such Know-How, existing as of the date of the Agreement.

All Know-How, related to the Product, discovered, developed, invented or created by AEON or its Affiliates or third parties acting on its or their behalf, in each case, in the performance of activities under that certain License and Supply Agreement, dated as of December 20, 2019, as amended by that certain First Amendment dated as of July 29, 2022, that certain Second Amendment, dated as of January 8, 2023, that certain Third Amendment, dated as of April 24, 2023, as amended by that certain Fourth Amendment to License and Supply Agreement, dated as of March 19, 2024, and as further amended, restated, modified or supplemented from time to time, by and between the Secured Party and AEON and any patents or other intellectual property rights that cover such Know-How.

All goods incorporating Know-How, related to the Product, or appropriate or necessary to access, review, and transfer Know-How related to the Product.

All accounts, accounts receivable, deposit accounts, securities accounts, investment property and other proceeds related to the Product.

All general intangibles, permits and licenses related to the Product, including without limitation, the Clinical Research Services Agreement, by and between PPD Development, L.P. and AEON Biopharma Sub, Inc. and any other contract manufacturing organization agreement, consulting agreement, or clinical research organization agreement relating to the Product.

All regulatory filings and regulatory approvals related to the Product.

As used in this Exhibit A the following terms shall have the respective meanings:

“Copyrights” means all of the following: (a) all copyright rights in any work subject to the copyright laws of the United States or any other country, whether as author, assignee, transferee or otherwise; (b) all registrations and applications for registration of any such copyright in the United States or any other country, including registrations, supplemental registrations and pending applications for registration in the USCO and/or any other equivalent intellectual property agency or office in any foreign country and the right to obtain all renewals, extensions, supplements, reversions, reissues and continuations thereof; (c) all claims for, and rights to sue or otherwise recover for, past, present or future infringements or other violations of any of the foregoing; and (d) all income, royalties, damages and payments now or hereafter due and payable with respect to any of the foregoing, including damages and payments for past, present or future infringement or other violations thereof.

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“Know-How” means intellectual property, data, results, pre-clinical and clinical protocols and data from studies and clinical trials, chemical structures, chemical sequences, materials, information, inventions, know-how, formulae, trade secrets, technique, methods, processes, procedures and developments, whether or not patentable.  For the avoidance of doubt, Know-How also includes (x) all information submitted to a governmental authority for a regulatory approval, (y) all information, software and materials incorporating know-how.

“Patents” means all of the following: (a) all patents of the United States or the equivalent thereof in any other country or jurisdiction, and all applications for patents of the United States or the equivalent thereof in any other country or jurisdiction, (b) all provisionals, reissues, extensions, continuations, divisions, continuations-in-part, reexaminations or revisions thereof, and the inventions, discoveries, improvements and designs disclosed or claimed therein, including the right to make, use, import and/or sell the inventions disclosed or claimed therein, (c) all claims for, and rights to sue or otherwise recover for, past, present or future infringements or other violations of any of the foregoing and (d) all income, royalties, damages and payments now or hereafter due and payable with respect to any of the foregoing, including damages and payments for past, present or future infringement or other violation thereof.

“Trademarks” means all of the following: (a) all trademarks, service marks, certification marks, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, internet domain names, other source or business identifiers, designs and general intangibles of like nature, now existing or hereafter adopted or acquired, all registrations thereof (if any), and all registration and recording applications filed in connection therewith, including registrations and registration applications in the United States Patent and Trademark Office or any similar offices in any State of the United States or any other country or any political subdivision thereof, and all renewals thereof, (b) all goodwill associated with or symbolized by the foregoing, (c) all claims for, and rights to sue or otherwise recover for, past, present or future infringements, dilutions or other violations of any of the foregoing or unfair competition therewith and (d) all income, royalties, damages and payments now or hereafter due and payable with respect to any of the foregoing, including damages and payments for past, present or future infringement, dilutions or other violations thereof or unfair competition therewith.

Terms used in this Exhibit A but not defined herein, or in the Notes shall have the meaning given to such terms in the UCC.

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Schedule I to Exhibit A

Trademarks

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Patents

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EXHIBIT C

CLOSING DATE FINANCING STATEMENTS

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Exhibit 10.3

GUARANTY

This GUARANTY (this “Guaranty”) dated as of March 19, 2024 is made by AEON Biopharma Sub, Inc., a Delaware corporation (“Guarantor”), in favor and for the benefit of Daewoong Pharmaceutical Co., LTD., a company organized and existing under the laws of the Republic of Korea (“Purchaser”).

Reference is made to (i) that certain Subscription Agreement dated as of the date hereof (as amended, restated, modified or supplemented from time to time, the “Purchase Agreement”; all capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Purchase Agreement) pursuant to which the Purchaser desires to purchase from AEON Biopharma, Inc., a Delaware corporation and parent corporation of Guarantor (the “Company”), two convertible promissory notes (collectively, the “Notes”) in the aggregate initial principal amount of $15,000,000.

In consideration of the substantial direct and indirect benefits derived by Guarantor from the transactions under the Purchase Agreement and the Notes, and in order to induce Purchaser to enter into the Purchase Agreement and purchase the Notes, the parties hereto hereby agree as follows:

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, EACH OF THE PARTIES HERETO HAS EXECUTED THIS GUARANTY AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN.

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GUARANTOR:

AEON BIOPHARMA SUB, INC.

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BY: /S/ MARC FORTH

NAME: MARC FORTH

TITLE: CHIEF EXECUTIVE OFFICER

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Address: 5 Park Plaza, Suite 1750, Irvine, CA 92614

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PURCHASER:

DAEWOONG PHARMACEUTICAL CO., LTD.

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By: /s/ Sengho Jeon​ ​

Name: Sengho Jeon
Title: President & CEO

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Address: 12, Bongeunsa-ro 114, Gangnam-gu, Seoul The undersigned hereby acknowledges receipt of a copy of the foregoing Guaranty and consents to the terms thereof, as of the date first above written.

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AEON BIOPHARMA, INC.

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BY: /S/ MARC FORTH

NAME: MARC FORTH

TITLE: PRESIDENT AND CHIEF EXECUTIVE OFFICER

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Address: 5 Park Plaza, Suite 1750, Irvine, CA 92614

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Exhibit 10.4

AEON BIOPHARMA, INC.

FOURTH AMENDMENT

TO THE

LICENSE AND SUPPLY AGREEMENT

This Fourth Amendment to the License and Supply Agreement (this “Fourth Amendment”), is made and entered into as of March 19, 2024 (“Fourth Amendment Effective Date”), by and between AEON Biopharma Sub, Inc. (previously known as AEON Biopharma, Inc.), a Delaware corporation (the “AEON”), and Daewoong Pharmaceutical Co., Ltd., a corporation organized and existing under the laws of the Republic of Korea (“Daewoong”).

WHEREAS:  AEON Biopharma, Inc. (previously known as Priveterra Acquisition Corp.), a Delaware corporation (“AEON Parent”) and Daewoong have entered into that certain Subscription Agreement, dated as of even date herewith (the “Subscription Agreement”) relating to the issuance and sale by AEON Parent to Daewoong, and the purchase by Daewoong, of an aggregate of up to $15,000,000 USD of senior secured convertible notes (the “Notes”), in respect of which AEON has provided a guaranty of payment and performance;

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WHEREAS: AEON and Daewoong entered into that certain License and Supply Agreement, dated as of December 20, 2019, as amended by that certain First Amendment dated as of July 29, 2022, that certain Second Amendment, dated as of January 8, 2023, and that certain Third Amendment, dated as of April 24, 2023 (collectively, the “License Agreement”); and

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WHEREAS: in connection with the entry into the Subscription Agreement by AEON Parent and Daewoong and purchase and sale of Notes thereunder, AEON and Daewoong desire to amend the License Agreement as set forth herein.

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NOW, THEREFORE: For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby covenant and agree to be bound as follows:

“16.3At DAEWOONG’s election, this Agreement shall terminate forthwith without any notice in the event over any six (6) month period (a) AEON ceases for any reason to Commercialize the Product in all countries in the Territory and (b) AEON ceases to advance any clinical studies of the Product in the Territory.

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16.4AEON hereby irrevocably grants to DAEWOONG, as of the Fourth Amendment Effective Date, the right to purchase for the price of one dollar (US$1.00), and AEON irrevocably agrees to sell to DAEWOONG (i) all Know-How related to the Product, including but not limited to ABP-450, and including but not limited to all intellectual property (including AEON trademarks and patents held worldwide), documents and information related to non-clincial studies and Clinical Trials of the Product, including the Protocols, data, interim findings and final results of such non-clinical studies and Clinical Trials, and (ii) all information, software, materials, and goods that incorporate any Know-How, or that are reasonably necessary to access, review, or transfer to DAEWOONG the Know-How (clauses (i) and (ii) are the “Termination Purchase Right”). DAEWOONG may, in its sole discretion, exercise the Termination Purchase Right upon, or at any time following, the termination of the License Agreement pursuant to Section 16.2 or 16.3. Immediately upon such purchase, AEON will cause all such Know-How, clinical data,information and other items described in clauses (i) and (ii) of this Section 16.4 to be physically delivered to Daewoong, and Aeon shall take all appropriate actions to transfer the investigational new drug applications (“INDs”) associated with the Clinical Trials of the Product to Daewoong, including without limitation, the submission and response to any required correspondence with the U.S. Food & Drug Administration to transfer such INDs. The Termination Purchase Right shall terminate and expire upon the earliest to occur of the time at which DAEWOONG and Daewoong Co., LTD., collectively, sell fifty percent (50%) of the sum of (x) AEON common stock that is held by DAEWOONG and Daewoong Co., LTD. on the Fourth Amendment Effective Date, and (y) AEON common stock that DAEWOONG would be issued upon an automatic or optional conversion of the Notes.

“Know-How” means intellectual property, data, results, pre-clinical and clinical protocols and data from studies and Clinical Trials, chemical structures, chemical sequences, materials, information, inventions, know-how, formulae, trade secrets, technique, methods, processes, procedures and developments, whether or not patentable. For the avoidance of doubt, Know-How also includes all information submitted to a Governmental Authority for a Regulatory Approval.

A “Change of Control” shall be deemed to have occurred if, after the Effective Date, (i) the beneficial ownership of securities representing more than 50% of the combined voting power of AEON is acquired by any person (other than AEON, any subsidiary of AEON, or any trustee or other fiduciary holding securities under an employee benefit plan of AEON), (ii) the merger or consolidation of AEON with or into another corporation where the shareholders of AEON, immediately prior to the consolidation or merger, would not, immediately after the consolidation or merger, beneficially own, directly or indirectly, shares representing in the aggregate 50% or more of the combined voting power of the securities of the corporation issuing cash or securities in the consolidation or merger (or of its ultimate parent corporation, if any) in substantially the same proportion as their ownership of AEON immediately prior to such merger or consolidation, or (iii) the sale or other disposition of all or substantially all of AEON’s assets to an entity, other than a sale or disposition by AEON of all or substantially all of AEON’s assets to an entity, at least 50% of the combined voting power of the voting securities of which are owned directly or indirectly by shareholders of AEON, immediately prior to the sale or disposition, in substantially the same proportion as their ownership of AEON immediately prior to such sale or disposition. Notwithstanding anything in this Agreement or otherwise to the contrary, the filing of a receivership, insolvency of bankruptcy proceeding, the appointment of a receiver, trustee, or entity or person with similar authority with respect to AEON in connection with a receivership, insolvency proceeding, bankruptcy, or similar proceeding shall be deemed not to constitute a Change of Control under the terms of this Agreement.

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“16.5AEON understands and acknowledges that a breach of or a failure to perform its obligations under Section 16.4 of this Agreement would foreseeably cause irreparable harm to DAEWOONG.  Accordingly, AEON hereby agrees that it shall indemnify, defend, and hold harmless DAEWOONG against any and all Losses, whether direct, indirect, or consequential,  and DAEWOONG’s lost profits and lost opportunities, that DAEWOONG sustains, directly or indirectly, as a result of AEON’s breach of its obligations under Section 16.4.  No limitation of liability or other provision of this Agreement shall limit DAEWOONG’s recovery of such damages.   For purposes of this Agreement, “Losses” means all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys' fees and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

iii.Section 18.3 of the License Agreement is hereby amended as follows:

“18.3Article 3.5, Article 6.6, Article 7, Article 9.6, Article 14, Section 16.4, Section 16.5, Article 17, Article 18, Article 20, Article 21, and Article 25 of this Agreement, and Section 3 of the First Amendment to the License and Supply Agreement, and any other provision of this Agreement (as amended) that by its terms would survive expiration or termination, shall survive expiration or termination of this Agreement.”

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[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, each of the undersigned has executed this Fourth Amendment to the License and Supply Agreement as of the Fourth Amendment Effective Date.

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AEON BIOPHARMA SUB, INC.

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By: /s/ Marc Forth​ ​​ ​​ ​​ ​​ ​

Name:Marc Forth

Title: Chief Executive Officer

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DAEWOONG PHARMACEUTICAL CO., LTD.

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By: /s/ Sengho Jeon​ ​​ ​​ ​​ ​​ ​

Name: Sengho Jeon

Title: CEO & President

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Exhibit 10.5

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ACM ARRT J LLC

c/o Atalaya Capital Management LP

One Rockefeller Center

32nd Floor

New York, NY 10020

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March 18, 2024

VIA E-MAIL

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To the above-referenced party:

[Signature Page Follows]

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This Agreement was provided in compliance with the notice provisions and requirements of the Forward Purchase Agreement.

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ACM ARRT J LLC

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By: /s/ Drew Phillips__________________

Name: Drew Phillips

Title: Authorized Signatory

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Agreed:

AEON BIOPHARMA, INC.

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By: /s/ Marc Forth________________________

Name: Marc Forth

Title: President and Chief Executive Officer

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AEON BIOPHARMA SUB, INC.

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By: /s/ Marc Forth________________________

Name: Marc Forth

Title: Chief Executive Officer

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With a copy to:

DLA Piper LLP (US)

555 Mission Street

Suite 2400

San Francisco, CA 94105

Attention: Jeffrey C. Selman

Email: jeffrey.selman@us.dlapiper.com

Exhibit 10.6

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Polar Multi-Strategy Master Fund

c/o Mourant Governance Services (Cayman) Limited

94 Solaris Avenue Camana Bay

PO Box 1348

Grand Cayman KY1-1108

Cayman Islands

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March 18, 2024

VIA E-MAIL

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To the above-referenced party:

[Signature Page Follows]

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This Agreement was provided in compliance with the notice provisions and requirements of the Forward Purchase Agreement.

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POLAR MULTI-STRATEGY MASTER FUND

By its investment advisor

Polar Asset Management Partners Inc.

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By: /s/ Andrew Ma, /s/ Aatifa Ibrahim________

Name: Andrew Ma / Aatifa Ibrahim

Title: CCO / Legal Counsel

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Agreed:

AEON BIOPHARMA, INC.

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By: /s/ Marc Forth________________________

Name: Marc Forth

Title: President and Chief Executive Officer

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AEON BIOPHARMA SUB, INC.

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By: /s/ Marc Forth________________________

Name: Marc Forth

Title: Chief Executive Officer

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Loeb & Loeb LLP

345 Park Avenue

New York, New York 10154

Attention: Giovanni Caruso

E-mail: gcaruso@loeb.com

Exhibit 99.1

PRESS RELEASE

AEON Biopharma Announces Clinical Update and Productive End-of-Phase 2 Meeting with FDA on ABP-450 (prabotulinumtoxinA) for the Preventive Treatment of Migraine

– FDA and AEON align on the design and endpoints for the proposed pivotal Phase 3 trials for the preventive treatment of both episodic and chronic migraine –

– An interim analysis from the ongoing Phase 2 study in chronic migraine will now be conducted and data are expected in Q2 2024; previously stated timeline for top-line data on the complete cohort remains on track for Q3 2024 –

IRVINE, Calif., March 19, 2024 – AEON Biopharma, Inc. (“AEON” or the “Company”) (NYSE: AEON, AEON WS), a clinical-stage biopharmaceutical company focused on developing a proprietary botulinum toxin complex for the treatment of multiple debilitating medical conditions, today announced a productive end-of-Phase 2 (EOP2) meeting with the U.S. Food and Drug Administration (FDA) following the Phase 2 data in episodic migraine previously released in October 2023, that supports advancing ABP-450 (prabotulinumtoxinA) injection into the proposed pivotal Phase 3 program. As part of the updated development plan, the Company will now conduct an interim analysis of the ongoing Phase 2 study of ABP-450 for the preventive treatment of chronic migraine and anticipates releasing the data in the second quarter of 2024.

“We are pleased to announce a productive end-of-Phase 2 meeting with the FDA, during which we aligned on the proposed study design and the primary endpoint for the pivotal Phase 3 program with ABP-450 injection for the preventive treatment of episodic and chronic migraine,” commented Marc Forth, President and Chief Executive Officer of AEON. “The insights from our Phase 2 study in episodic migraine were well received by regulators and provide an exciting next step to conduct an interim analysis of the ongoing Phase 2 program in chronic migraine with the same primary endpoint we plan to utilize in the proposed Phase 3 trials. With data from over 300 participants that have completed the two 12-week treatment cycles, the interim analysis of the Phase 2 study in chronic migraine is statistically powered to show efficacy.”

“We are excited to announce the advancement of our migraine program. The dedication and hard work of our clinical and regulatory teams have been essential in bringing us to this point, and we are incredibly thankful for their efforts,” commented Marc Forth, President and Chief Executive Officer of AEON. “We extend our sincere thanks to the patients, caregivers, and investigators who dedicated their time and effort to participate in our Phase 2 study focusing on episodic and chronic migraine.”

The ongoing Phase 2 study will evaluate the efficacy and safety of ABP-450 for the prevention of chronic migraine in adults who suffer from 15 or more headache days per month and at least 8 migraine days per month. In December 2023, the study completed the enrollment of 492 patients across approximately 50 sites in the United States, Canada, and Australia. Patients have at least a one-year history of migraine (with or without aura) according to the ICHD-3 (2018) definition and diagnostic criteria. Study subjects were randomized evenly across a low-dose group receiving 150 units of ABP-450, a high dose group receiving 195 units of ABP-450, and a placebo group. All patients will receive two treatment cycles 12 weeks apart utilizing the Company’s patented treatment paradigm (U.S. Patent No. 11,826,405) involving fewer injections than the current botulinum toxin treatment option for migraine.

The interim analysis will include approximately 100 chronic migraine patients in each of the three arms that have completed the two 12-week treatment cycles. At the end of Phase 2 (EOP2) meeting, the FDA confirmed the primary endpoint to evaluate the change in mean monthly migraine days (MMD) across the entire second injection cycle (weeks 13-24) relative to the 4-week baseline period, as compared to placebo. The EOP2 meeting also confirmed the use of this same primary endpoint for the final analysis of the Phase 2 chronic migraine cohort, as well as for the planned Phase 3 studies in the prevention of both episodic migraine and chronic migraine. This 12-week evaluation period (weeks 13-24) will also flow through to the secondary endpoints and was based on the improved effect observed in the Phase 2 episodic migraine study.

Exhibit 99.1

PRESS RELEASE

The key secondary outcome measures for the chronic migraine group will include the percentage of patients achieving a reduction of ≥50% in MMD from the 4-week baseline period to Weeks 13 to 24 treatment period, the percentage of patients achieving a reduction of ≥75% in MMD from the 4-week baseline period to Weeks 13 to 24 treatment period, the change in mean monthly headache days (MHD) from the 4-week baseline period to Weeks 13 to 24 treatment period, and overall mean change from baseline in MHD throughout the study.

About Migraine

Migraine is a complex neurological disease characterized by recurrent episodes of headaches that affects approximately 40 million people in the United States and approximately a billion people worldwide, making migraine the third most prevalent illness in the world. Patients that live with migraine experience symptoms that include recurring throbbing headache pain, nausea, vomiting, and sensitivity to light, sound, touch and smell. Migraine can be categorized as episodic migraine or chronic migraine. The Company projects that approximately 9.4 million Americans live with episodic migraine, which is characterized by fewer than 15 headache days per month and between 6 to 14 migraine days per month, but each individual attack can be just as debilitating.

About ABP-450 (prabotulinumtoxinA) Injection

ABP-450 contains a 900 kDa botulinum toxin type-A complex produced by the bacterium Clostridium botulinum. The active part of the botulinum toxin is the 150 kDa component, and the remaining 750 kDa of the complex is made up of accessory proteins that the Company believes help with the function of the active portion of the botulinum toxin. When injected at therapeutic levels, ABP-450 blocks peripheral acetylcholine release at presynaptic cholinergic nerve terminals by cleaving SNAP-25, a protein integral to the successful docking and release of acetylcholine from vesicles situated within the nerve endings leading to denervation and relaxation of the muscle.

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. AEON recently completed a Phase 2 study of ABP-450 for the treatment of cervical dystonia, released topline data from its Phase 2 study of ABP-450 for the preventive treatment of episodic migraine, and has an ongoing Phase 2 study of ABP-450 for the preventive treatment of chronic migraine. 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 and the development of its uniquely positioned therapeutic neurotoxin, visit www.aeonbiopharma.com.

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 AEON’s expected capital resources and liquidity needs and the anticipated timing of AEON’s clinical results 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" or "continue", or the

Exhibit 99.1

PRESS RELEASE

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, including with respect to potential obligations pursuant to the forward purchase agreements; (iii) AEON’s ability to raise financing in the future; (iv) AEON’s ability to continue to meet continued stock exchange listing standards; (v) the possibility that AEON may be adversely affected by other economic, business, regulatory, and/or competitive factors; and (vi) 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