0001477932-23-005637.txt : 20230731 0001477932-23-005637.hdr.sgml : 20230731 20230731183958 ACCESSION NUMBER: 0001477932-23-005637 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20230721 FILED AS OF DATE: 20230731 DATE AS OF CHANGE: 20230731 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Strathspey Crown Holdings Group, LLC CENTRAL INDEX KEY: 0001557024 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40021 FILM NUMBER: 231128946 BUSINESS ADDRESS: STREET 1: 4040 MACARTHUR BLVD. STREET 2: SUITE 210 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 BUSINESS PHONE: 949-260-1700 MAIL ADDRESS: STREET 1: 4040 MACARTHUR BLVD. STREET 2: SUITE 210 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 FORMER NAME: FORMER CONFORMED NAME: Strathspey Crown Holdings, LLC DATE OF NAME CHANGE: 20120827 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: AEON Biopharma, Inc. CENTRAL INDEX KEY: 0001837607 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 853940478 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 5 PARK PLAZA STREET 2: SUITE 1750 CITY: IRVINE STATE: CA ZIP: 92614 BUSINESS PHONE: (949) 354-6499 MAIL ADDRESS: STREET 1: 5 PARK PLAZA STREET 2: SUITE 1750 CITY: IRVINE STATE: CA ZIP: 92614 FORMER COMPANY: FORMER CONFORMED NAME: Priveterra Acquisition Corp. DATE OF NAME CHANGE: 20201222 3 1 form3.xml FORM 3 X0206 3 2023-07-21-05:00 0 0001837607 AEON Biopharma, Inc. AEON 0001557024 Strathspey Crown Holdings Group, LLC 4040 MACARTHUR BOULEVARD SUITE 210 NEWPORT BEACH CA 92660 false false true false Class A Common Stock 9420370 D Reflects (a) 3,416,359 shares (the "Debt Conversion Lock-Up Shares") of the Issuer's Class A common stock, par value $0.0001 per share ("Class A Common Stock"), issued upon the conversion of debt held by the Reporting Person, which shares are subject to a one-year lockup period from the date of issuance pursuant to the Issuer's Amended and Restated Bylaws (the "A&R Bylaws"); (b) 3,821,256 shares of Class A Common Stock issued upon the conversion of debt held by the Reporting Person, which shares are free from any lockup restrictions; and (c) 2,182,755 shares of Class A Common Stock issued upon conversion of shares of Old AEON's (as defined below) equity held by the Reporting Person, which shares are subject to a one-year lockup period from the date of issuance pursuant to the A&R Bylaws (collectively with the Debt Conversion Lock-Up Shares, the "Lock-Up Shares"). (continued from footnote [1]). The foregoing transactions were consummated, and all shares of Class A Common Stock held by the Reporting Person reported herein were acquired, pursuant to a business combination agreement, dated December 12, 2022, by and among Priveterra Acquisition Corp., a Delaware corporation ("Priveterra"), Priveterra Merger Sub, Inc., a wholly owned subsidiary of Priveterra ("Merger Sub"), and AEON Biopharma, Inc., a Delaware corporation ("Old AEON"), pursuant to which Merger Sub was merged with and into Old AEON, with Old AEON surviving the merger as a wholly owned subsidiary of Priveterra, effective as of July 21, 2023 (the "Closing Date"). Upon the closing of the merger, Priveterra changed its name to "AEON Biopharma, Inc." (continued from footnote [2]). The Reporting Person may not sell, assign, or transfer any of its Lock-Up Shares, subject to certain permitted transfers, until the earliest of (a) the one-year anniversary of the Closing Date, and (b) the date upon which there occurs the completion of a liquidation, merger, stock exchange, reorganization, or other similar transaction that results in all of the public stockholders of the Issuer having the right to exchange its Class A Common Stock for cash, securities, or other property, subject to certain conditions set forth in the A&R Bylaws. Exhibit List: Exhibit 24 - Power of Attorney Strathspey Crown Holdings Group, LLC, By: /s/ Andrew Lusk, Attorney-in-Fact for Robert E. Grant, Manager of Strathspey Crown Group Holdings, LLC 2023-07-31-05:00 EX-24 2 aeon_ex23.htm POWER OF ATTORNEY aeon_ex23.htm

EXHIBIT 24

 

POWER OF ATTORNEY

 

The undersigned hereby constitutes and appoints Andrew Lusk, and Jared Klumker or either of them signing individually, the undersigned's true and lawful attorney-in-fact (each, an “Attorney-in-Fact”) to:

 

(1)

complete and execute, for and on behalf of the undersigned, in the undersigned’s capacity as a beneficial owner of more than ten percent (10%) of any equity securities of AEON Biopharma, Inc., a Delaware corporation (the “Company”), Forms 3, 4 and 5, and Schedules 13D and 13G, and such other forms and documents, including any amendments to any of the foregoing, as such Attorney-In-Fact shall in his or her discretion determine to be required or advisable pursuant to Section 16(a) and Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, or any successor laws and regulations, as a consequence of, or in respect of, the undersigned’s ownership, acquisition or disposition of securities of the Company;

 

 

(2)

do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such forms and schedules, including any amendments thereto, and timely file such forms and schedules, including any amendments thereto, with the United States Securities and Exchange Commission (the “SEC”), and any securities exchange or similar authority; and

 

 

(3)

take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such Attorney-in-Fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such Attorney-in-Fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such information as such Attorney-in-Fact may approve in such Attorney-in-Fact's discretion.

 

The undersigned hereby grants to each such Attorney-in-Fact full power and authority to do and perform each and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution and revocation, hereby ratifying and confirming all that each such Attorney-in-Fact, or each such Attorney-in-Fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that each of the foregoing Attorneys-in-Fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16(a) and Section 13(d) of the Exchange Act.

 

The undersigned agrees that each such Attorney-in-Fact may rely entirely on information furnished orally or in writing by the undersigned to each such Attorney-in-Fact. The undersigned also agrees to indemnify and hold harmless the Company and each such Attorney-in-Fact against any losses, claims, damages or liabilities (or actions in these respects) that arise out of or are based on any untrue statement or omission of necessary facts in the information provided by the undersigned to such Attorney-in-Fact for purposes of executing, acknowledging, delivering and filing Forms 3, 4 and 5, and Schedules 13D and 13G, including any amendments thereto, and agrees to reimburse the Company and each such Attorney-in-Fact for any legal or other expenses reasonably incurred in connection with investigating or defending against any such loss, claim, damage, liability or action.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5, or Schedules 13D and 13G, with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing Attorneys-in-Fact.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 24th day of July, 2023.

 

 

STRATHSPEY CROWN HOLDINGS GROUP, LLC
       
By:

/s/ Robert E. Grant

 

 

Robert E. Grant, Manager