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United States securities and exchange commission logo
April 30, 2024
Marc Forth
Chief Executive Officer
AEON Biopharma, Inc.
5 Park Plaza, Suite 1750
Irvine, CA 92614
Re:AEON Biopharma, Inc.
Amendment No. 3 to Registration Statement on Form S-1
Filed April 2, 2024
File No. 333-274094
Dear Marc Forth:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Amendment No. 3 to Form S-1 filed April 2, 2024
Cover Page
1.We note your response to prior comment 1. Based on the revised disclosures concerning
the termination of the Forward Purchase Agreements as of March 18, 2024, it now
appears that the Sellers are retaining the shares under the FPA Funding Amount
Subscription Agreements and are not required to make any cash payments as
consideration for these shares. In addition, we note the circumstances under which the
New Money PIPE Shares were issued to the Sellers, including, without limitation, (i)
cross-conditioning the issuance of the New Money PIPE Shares and the execution of the
original FPA Agreements, (ii) entry into the Letter Agreements, which were "designed to
limit the Seller’s exposure to downside risk" in purchasing the New Money PIPE
Shares, (iii) the Company’s arrangement with ACM whereby ACM purchased shares in
the open market to facilitate the Closing and in exchange received a significant discount
on the price paid for the New Money PIPE Shares. Please revise the registration statement

 FirstName LastNameMarc Forth
 Comapany NameAEON Biopharma, Inc.
 April 30, 2024 Page 2
 FirstName LastNameMarc Forth
AEON Biopharma, Inc.
April 30, 2024
Page 2
to identify ACM and Polar as underwriters and state that such underwriters will resell
their shares at a fixed price. For additional guidance, refer to Securities Act Rules
C&DI 612.09.
Transactions with Atalaya and Polar, page 2
2.We note your response to prior comment 5, which we reissue in part. Explain why it was
necessary or preferential from Priveterra's perspective that the ACM Investor purchase the
236,236 existing shares from redeeming Priveterra shareholders rather than pay $2.5
million to the Company in consideration of the new shares issued in the PIPE. With
reference to your statement indicating that the Company received the same economic
benefit under this credit arrangement, please revise to disclose, if true, that Priveterra
would have had 236,236 fewer shares outstanding if the ACM Investor had delivered $2.5
million in funds directly to Priveterra, as would be the case in a standard PIPE investment.
3.We note your response to prior comment 6; however, we are unable to locate responsive
disclosure on page 3 as stated in your response letter. Please revise the second paragraph
under the heading to clarify the financial benefits that the ACM Investor received through
the arrangement. In this regard, it appears that ACM received $2.5 million worth of new
shares from the company and sold the 236,236 shares on the open market, potentially at an
additional profit.
4.With respect to your discussion of the FPA Termination Agreements on pages 2 and
3, please revise here and elsewhere as appropriate to disclose: (i)  the reason(s) why the
Company negotiated the Termination Agreements with Sellers; and (ii) all material terms
of the Termination Agreements, including but not limited to the Damages Deadline and
the liquidated damages provisions.
Letter Agreements, page 3
5.We note your revisions in response to prior comment 10. Please further revise to clarify
whether the Sellers have become entitled to, and/or received, any additional shares of
common stock from the Sponsor based on the terms of the Letter Agreements, including
but not limited to the make-whole provisions. If so, summarize any additional
share issuances or transfers made under the Letter Agreements, and explain how the
amounts were determined.
AEON Biopharma, Inc. Financial Statements for Fiscal Year Ended December 31, 2023, page F-
1
6.We have considered your accounting conclusion regarding the presentation of certain
costs or expenditures related to the acquisition of AEON Biopharma, Inc. by Priveterra
Acquisition Corp. "on the line." We have considered the information provided in your
comment letter responses during 2023 and 2024, as well as the information conveyed
during our conference call on December 11, 2023. We believe that under ASC 805, there
is an initial recognition of your IPR&D asset in the opening balance sheet of the successor

 FirstName LastNameMarc Forth
 Comapany NameAEON Biopharma, Inc.
 April 30, 2024 Page 3
 FirstName LastName
Marc Forth
AEON Biopharma, Inc.
April 30, 2024
Page 3
period. Any subsequent charge related to the IPR&D asset should be recognized in the
successor period consolidated statement of operations. As a result, we are unable to
concur with your presentation of the write-off of in-process research and development
(IPR&D) "on the line." Please revise your financial statements as applicable.

            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Tracie Mariner at 202-551-3744 or Kevin Vaughn at 202-551-3494 if you
have questions regarding comments on the financial statements and related matters. Please
contact Lauren Hamill at 303-844-1008 or Joe McCann at 202-551-6262 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Eric Hanzich