UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 7.01. Regulation FD Disclosure.
As previously disclosed, on March 29, 2024, AEON Biopharma, Inc. (the “Company”) announced the redemption on April 29, 2024 (the “Redemption Date”) of all of its outstanding public warrants (the “Public Warrants”) to purchase shares of the Company’s Class A common stock, par value $0.0001 per share (“Common Stock”), that were issued under the Warrant Agreement, dated February 8, 2021, by and between the Company and Continental Stock Transfer & Trust Company (“CST”), as warrant agent (the “Warrant Agreement”), as part of the units sold in the Company’s initial public offering.
In its capacity as warrant agent, CST has delivered a notice (the “Supplemental Notice of Redemption”) to each of the registered holders of the outstanding Public Warrants on behalf of the Company informing holders that (a) the “Redemption Fair Market Value” (as defined in the Warrant Agreement) has been calculated, in accordance with Section 6.2 of the Warrant Agreement, to be equal to $7.6994 and (b) based on the Redemption Fair Market Value and the redemption date of April 29, 2024, the number of shares of Common Stock issuable in connection with any exercise of the Public Warrants on a “cashless basis” will be equal to approximately 0.2456 shares of Common Stock per Public Warrant. As previously disclosed, and in accordance with the Warrant Agreement, any Public Warrants that remain unexercised at 5:00 p.m. New York City time on the Redemption Date will be void and no longer exercisable and their holders will have no rights with respect to those Public Warrants, except to receive the redemption price of $0.10 per Public Warrant.
A copy of the Supplemental Notice of Redemption delivered by the Company is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
The information in this current report on Form 8-K, including Exhibit 99.1, is “furnished,” not “filed,” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not subject to liability of that section nor deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, before or after this date and regardless of any general incorporation language in the filing, unless explicitly incorporated by reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description | ||||||||
99.1 | |||||||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||||||