SEC Comment Letter 0000000000-24-007343 to AEON Biopharma, Inc. (AEON) (CIK 0001837607) (AEON)
AEON Biopharma, Inc. (AEON) (CIK 0001837607)
Date: June 28, 2024 · CIK: 0001837607 · Accession: 0000000000-24-007343
AI Filing Summary & Sentiment
File numbers found in text: 333-274094
Letter
United States securities and exchange commission logo June 28, 2024 Marc Forth Chief Executive Officer AEON Biopharma, Inc. 5 Park Plaza, Suite 1750 Irvine, CA 92614 Re:AEON Biopharma, Inc. Amendment No. 4 to Registration Statement on Form S-1 Filed May 31, 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. 4 to Form S-1 filed May 31, 2024 Prospectus Summary, page 1 1.We note your disclosure on page 5 and elsewhere indicating that you are ceasing certain clinical trials and implementing certain cash preservation measures while you evaluate strategic options. Please revise the "Overview" section of the Summary to provide prominent and updated disclosure about the status of your operations and the nature, timing and status of the strategic review process. Transactions with Atalaya and Polar, page 2 2.We note your response to prior comment 1; however, we are unable to concur with your analysis that the Sellers are not "underwriters” within the meaning of the Securities Act of 1933, as amended. As such, we reissue prior comment 1.
FirstName LastNameMarc Forth Comapany NameAEON Biopharma, Inc. June 28, 2024 Page 2 FirstName LastName Marc Forth AEON Biopharma, Inc. June 28, 2024 Page 2 3.We note your response to prior comment 2. Please revise to identify which party or parties negotiated to have the offset provision included in the arrangement and their reason(s) for doing so. 4.We note the information contained in your response to prior comment 3. Please revise to disclose that the ACM Investor resold the 236,236 shares following the business combination. 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
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United States securities and exchange commission logo
June 28, 2024
Marc Forth
Chief Executive Officer
AEON Biopharma, Inc.
5 Park Plaza, Suite 1750
Irvine, CA 92614
Re:AEON Biopharma, Inc.
Amendment No. 4 to Registration Statement on Form S-1
Filed May 31, 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. 4 to Form S-1 filed May 31, 2024
Prospectus Summary, page 1
1.We note your disclosure on page 5 and elsewhere indicating that you are ceasing certain
clinical trials and implementing certain cash preservation measures while you
evaluate strategic options. Please revise the "Overview" section of the Summary to
provide prominent and updated disclosure about the status of your operations and the
nature, timing and status of the strategic review process.
Transactions with Atalaya and Polar, page 2
2.We note your response to prior comment 1; however, we are unable to concur with your
analysis that the Sellers are not "underwriters” within the meaning of the Securities Act of
1933, as amended. As such, we reissue prior comment 1.
FirstName LastNameMarc Forth
Comapany NameAEON Biopharma, Inc.
June 28, 2024 Page 2
FirstName LastName
Marc Forth
AEON Biopharma, Inc.
June 28, 2024
Page 2
3.We note your response to prior comment 2. Please revise to identify which party or parties
negotiated to have the offset provision included in the arrangement and their reason(s) for
doing so.
4.We note the information contained in your response to prior comment 3. Please revise to
disclose that the ACM Investor resold the 236,236 shares following the business
combination.
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