Material Agreement, Private Placement (Form 8-K)

Item 1.01. Entry Into a Material Definitive Agreement.

Securities Purchase Agreement

On November 12, 2025, AEON Biopharma, Inc. (the "Company") entered into a Securities Purchase Agreement (the "Securities Purchase Agreement") with certain investors (the "Investors") whereby the Company will issue and sell to the Investors in a private placement (the "Private Placement"): (i) shares (the "Shares") of its Class A common stock, par value $0.0001 per share (the "Common Stock"), (ii) pre-funded warrants (the "Pre-Funded Warrants") to purchase shares of Common Stock, (iii) warrants (the "Warrants") to purchase shares of Common Stock, and (iv) True-Up Warrants (as defined below) to purchase shares of Common Stock. The purchase price to be paid by the Investors will be $0.9116 per Share (or $0.9115 per Pre-Funded Warrant in lieu of Shares).

The first closing of the Private Placement is expected to occur the week of November 17, 2025 (the "First Closing"). At the First Closing, subject to customary closing conditions set forth in the Securities Purchase Agreement, the Company expects to issue and sell 1,964,905 Shares (or Pre-Funded Warrants in lieu of Shares).

The second closing of the Private Placement (the "Second Closing") is subject to stockholder approval (the "Stockholder Approval") in accordance with the rules of the NYSE American, consummation of the Exchange (defined below) contemplated by the Term Sheet (defined below) with Daewoong (defined below), and other customary closing conditions set forth in the Securities Purchase Agreement. At the Second Closing, the Company expects to issue and sell 4,616,924 Shares (or Pre-Funded Warrants in lieu of Shares) and 6,581,829 Warrants.

Following the Second Closing and the consummation of the Exchange, the Company has agreed to issue to each Investor that purchases all securities contemplated to be purchased by it pursuant to the Securities Purchase Agreement, a warrant (the "True-Up Warrant)" to purchase the number of shares of Common Stock necessary for the Investor's Post-Exchange Investment Percentage (as defined in the Securities Purchase Agreement) following the issuance of the Exchange Shares (defined below) to be equal to the Investor's Pre-Exchange Investment Percentage (as defined in the Securities Purchase Agreement) (rounded down to the nearest whole share of Common Stock), provided, however, that in no event shall the number of shares of Common Stock issuable under an Investor's True-Up Warrant exceed the total number of Shares or Pre-Funded Warrant Shares (as defined below) issued or issuable to an Investor pursuant to the Securities Purchase Agreement.

Subject to the terms and conditions therein, the Securities Purchase Agreement also grants to the Investors, until such time as the earlier of (i) the date that no Warrants remain outstanding and (ii) the 18-month anniversary of the Second Closing, a right to participate in any financing not registered under the Securities Act and involving the issuance by the Company of Common Stock or Common Stock equivalents for cash.

The Securities Purchase Agreement contains customary representations, warranties and agreements by the Company and the Investors, which were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.

The foregoing description of the terms of the Securities Purchase Agreement does not purport to be complete and is qualified in its entirety by the full text of the Securities Purchase Agreement, which is attached hereto as Exhibit 10.1 and incorporated by reference herein.

Terms of the Pre-Funded Warrants, Warrants and True-Up Warrants

The Pre-Funded Warrants are being offered in lieu of shares of Common Stock and each Pre-Funded Warrant is exercisable for one share of Common Stock at an exercise price of $0.0001 per share. The Pre-Funded Warrants are immediately exercisable after issuance and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full.

Each Warrant will be exercisable for the number of Shares or Pre-Funded Warrants purchased by each Investor under the Securities Purchase Agreement (but excluding any shares issuable upon the exercise of the True-Up Warrants), at an exercise price of $1.09392 per share and may only be exercised for cash. The Warrants will be immediately exercisable after issuance and will be able to be exercised at any time until the five-year anniversary of the Second Closing.

Each True-Up Warrant will be exercisable for one share of Common Stock at an exercise price of $0.0001 per share. The True-Up Warrants will be immediately exercisable after issuance and will be able to be exercised at any time until all of the True-Up Warrants are exercised in full.

The exercise prices and the number of shares issuable upon exercise of the Pre-Funded Warrants, Warrants and True-Up Warrants are subject to customary adjustments in the case of stock dividends, stock splits, pro rata distributions, and similar events in respect of the Common Stock. In addition, the number of shares of the Common Stock underlying, and the exercise price of, the Warrants is subject to full ratchet antidilution protection and standard adjustments in the event of a share split, reverse share split, share dividend, share combination recapitalization or other similar transaction involving the Common Stock; provided, however, that in no event will the exercise price of the Warrants equal less than $0.30387 per share of Common Stock.

A holder (together with its affiliates) of the Pre-Funded Warrants, Warrants or True-Up Warrants may not exercise any portion of the Pre-Funded Warrants, Warrants or True-Up Warrants to the extent that the holder would own more than 9.99% of the Company's outstanding Common Stock immediately after exercise, which percentage may be changed at the holder's election to a lower or higher percentage not in excess of 19.99% upon 61 days' notice to the Company subject to the terms of the Pre-Funded Warrants, Warrants or True-Up Warrants.

The foregoing descriptions of the terms and conditions of the Pre-Funded Warrants, Warrants and True-Up Warrants do not purport to be complete and are qualified in their entirety by the full text of the form of Pre-Funded Warrants, Warrants and True-Up Warrant, which are attached hereto as Exhibits 4.1, 4.2 and 4.3, respectively, and are incorporated by reference herein.

Registration Rights Agreement

In connection with the Private Placement, the Company will enter into a Registration Rights Agreement with the Investors (the "Registration Rights Agreement"), pursuant to which the Company will agree to file a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), with the Securities and Exchange Commission (the "SEC"), covering the resale of the Shares and the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants, Warrants and True-Up Warrants no later than 20 days following the earlier of the Second Closing or the termination of the Securities Purchase Agreement after the First Closing and prior to the Second Closing (the "Filing Deadline"), and to use reasonable best efforts to have the registration statement declared effective within a specified period after the Filing Deadline.

The foregoing description of the terms of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Registration Rights Agreement attached hereto as Exhibit 10.2 and incorporated by reference herein.

Term Sheet for Convertible Note Exchange

On November 12, 2025, the Company entered into a binding term sheet (the "Term Sheet") with Daewoong Pharmaceutical Co, Ltd. ("Daewoong") relating to the exchange (the "Exchange") of the outstanding senior secured convertible notes of the Company held by Daewoong (the "Existing Notes") for (1) a new senior secured convertible note due 2030 of the Company, in a principal amount of $1.5 million (the "New Note"), (2) a number of shares Common Stock or Pre-Funded Warrants (collectively, the "Exchange Shares") equal to the result of (i) the current amount due on the Existing Notes (principal plus accrued interest as calculated in accordance with the Existing Notes) less the New Note, being (ii) divided by $1.00 and (iii) then multiplied by 1.3, and (3) warrants (the "Daewoong Warrants") to purchase 8 million shares of Common Stock. The Company estimates that the number of Exchange Shares will be approximately 23,103,694, assuming the shareholder vote to approve the Exchange occurs on January 15, 2026. The Daewoong Warrants, which will be on the same terms as the Warrants issued in connection with the Private Placement, will also be exercisable at an exercise price of $1.09392 per share and may only be exercised for cash. The Daewoong Warrants will be immediately exercisable after issuance and will be able to be exercised at any time until the five-year anniversary of the Second Closing.

The Company and Daewoong expect to enter into an exchange agreement relating to the Exchange at a later date. The consummation of the Exchange will be subject to stockholder approval in accordance with the rules of the NYSE American and is expected to be subject to other customary closing conditions.

The foregoing description of the terms of the Term Sheet does not purport to be complete and is qualified in its entirety by reference to the full text of the Term Sheet attached hereto as Exhibit 10.3 and incorporated by reference herein.

Item 3.02 Unregistered Sales of Equity Securities.

The information contained above in Item 1.01 relating to the Private Placement and the Exchange is hereby incorporated by reference into this Item 3.02. Based in part upon the representations of the Investors in the Securities Purchase Agreement, the offering and sale of the securities described above are being offered and sold in a private placement under Section 4(a)(2) of the Securities Act, and have not been registered under the Securities Act, or applicable state securities laws. Accordingly, such securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.

Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy shares of Common Stock or other securities of the Company.