AEON Biopharma, Inc entered into a subscription agreement to issue senior secured convertible notes for a gross proceeds of $15 million on March 19, 2024. The transaction included participation from returning investor, Daewoong Pharmaceutical Co., LTD. Proceeds from the Private Placement will be paid in a first installment of $5 million and a second installment of $10 million, in each case subject to the closing conditions set forth in the agreements. The notes are convertible into shares of the Company?s Class A common stock.

The Company expects the first installment to close before the end of March 2024 and the second to close in April 2024. The notes are guaranteed by AEON Biopharma Sub, Inc. Each Convertible Note will contain customary events of default, will accrue interest at an annual rate of 15.79% and will have a maturity date March, 2027 that is three years from the funding date, unless earlier repurchased, converted or redeemed in accordance with its terms prior to such date. he remaining outstanding portion of this Note into a number of shares of Common Stock equal to: (i) one and three tenths multiplied by (ii) the quotient of (a) the principal amount of this Note and all accrued and unpaid interest to be converted divided by (b) the volume-weighted average trading per share price of the Common Stock over the five trading days prior to the Borrower?s receipt of the Holder?s written notice of exercise of the Optional Conversion, provided that such per share price of Common Stock shall be at least $1.00 per share (the ?

Optional Conversion Rate ?), subject to, and in accordance with, the settlement provisions.