Item 3.03. Material Modification of Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K, the information regarding the Reverse Stock Split (as defined below) contained in Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
Item 5.03. Amendments to Articles of Incorporation or Bylaws.
Certificate of Amendment of Amended and Restated Certificate of Incorporation
AEON Biopharma, Inc. (the “Company”) held a Special Meeting of Stockholders on February 24, 2025 (the “Special Meeting”) as described in the Company’s proxy statement for the Special Meeting, filed with the Securities and Exchange Commission (the “SEC”) on January 23, 2025 (the “Special Meeting Proxy”). During the Special Meeting, the Company’s shareholders voted to amend the Company’s Third Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), to increase the number of authorized shares of the Company’s common stock, par value $0.0001 (the “Common Stock”) from 500,000,000 to 1,040,000,000, as described in the Company’s Proxy Statement filed with the Securities and Exchange Commission on January 23, 2025. The amendment to the Certificate of Incorporation will be filed with the Secretary of State of the State of Delaware on February 25, 2025 and became effective on such date.
The foregoing description of the Certificate of Incorporation does not purport to be complete and is qualified in its entirety by reference to the Certificate of Incorporation, a copy of which is included as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.
Reverse Split
During the Special Meeting, the Company’s stockholders approved a proposal granting the Company’s Board of Directors (the “Board”) the discretion to amend the Company’s Certificate of Incorporation to effect a reverse stock split of the Common Stock, at a ratio of 1-for-5 to 1-for-150, with the ratio within such range to be determined at the discretion of the Board. Following the Special Meeting, the Board approved the filing of a Certificate of Amendment to the Certificate of Incorporation (the “Charter Amendment”) to effect a reverse stock split at a final split ratio of 1-for-72 (the “Reverse Stock Split”). The Company intends to file the Charter Amendment with the Secretary of State of the State of Delaware to effect the Reverse Stock Split on February 25, 2025, to become effective at 12:01 a.m. Eastern Time on February 26, 2025 (the “Effective Date”).
Split Adjustment; Treatment of Fractional Share
As a result of the 1-for-72 Reverse Stock Split, each 72 pre-split shares of Common Stock outstanding will automatically combine into one new share of Common Stock without any action on the part of the holders, and the number of outstanding shares of Common Stock will be reduced from approximately 79.9 million shares (as of the date hereof) to approximately 1.1 million shares (subject to rounding of fractional shares, which will be rounded up to the nearest whole share). Proportional adjustments will also be made to the number of shares of Common Stock issuable upon exercise or conversion of the Company’s outstanding equity awards and warrants, as well as the applicable exercise price, except in cases where the applicable agreement provides otherwise. The Reverse Stock Split will affect all of the Company’s stockholders uniformly and will not affect any stockholder’s percentage ownership interests in the Company.
No fractional shares will be issued in connection with the Reverse Stock Split. In lieu of fractional shares, any person who would otherwise be entitled to a fractional share of Common Stock as a result of the reclassification and combination following the effective time of the Reverse Stock Split (after taking into account all fractional shares of Common Stock otherwise issuable to such holder) shall instead receive a number of shares rounded up to the nearest whole share.
Trading Symbol; New CUSIP
After the Reverse Stock Split, the trading symbol for the Common Stock will continue to be “AEON”. The new CUSIP number for the Common Stock following the Reverse Stock Split will be 00791X 209.
Certificate of Amendment
The description of the Charter Amendment set forth above does not purport to be complete and is qualified in its entirety by the full text of the form of Charter Amendment that is included in the amendment to the Certificate of Incorporation, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
