EX-FILING FEES 8 aeon-20230930xexfilingfees.htm EX-FILING FEES

Exhibit 107

EX-FILING FEES

Calculation of Filing Fee Tables

Form S-1

(Form Type)

AEON Biopharma, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered and Carry Forward Securities

  

  

Security
Type

  

  

Security
Class
Title

  

  

Fee
Calculation
or Carry
Forward
Rule

  

  

Amount
Registered (1)

  

  

Proposed
Maximum
Offering
Price
Per Unit

  

  

Maximum
Aggregate 
Offering Price

  

  

Fee Rate

  

  

Amount of
Registration
Fee (2)

  

  

Carry
Forward
Form
Type

  

  

Carry
Forward
File
Number

  

  

Carry
Forward
Initial
effective 
date

  

  

Filing Fee
Previously
Paid
In
Connection
with Unsold
Securities
to be
Carried
Forward

Newly Registered Securities

Fees to be Paid

Equity

Class A Common Stock, par value $0.0001 per share

457(g)

8,276,085

(3)

$

11.50

(4)

$

95,174,977.50

0.0001476

$

14,047.83

-

-

-

-

Fees to be Paid

Equity

Class A Common Stock, par value $0.0001 per share

457(c)

7,351,000

(5)

$

6.935

(6)

$

50,979,185.00

0.0001476

$

7,524.53

-

-

-

-

Fees to be Paid

Equity

Class A Common Stock, par value $0.0001 per share

457(c)

20,177,178

(7)

$

6.935

(6)

$

139,928,729.43

0.0001476

$

20,653.48

-

-

-

-

Fees to be Paid

Equity

Class A Common Stock, par value $0.0001 per share

457(c)

966,566

(8)

$

6.935

(6)

$

6,703,135.21

0.0001476

$

989.38

-

-

-

-

Fees to be Paid

Equity

Class A Common Stock, par value $0.0001 per share

457(h)

3,421,344

(9)

$

10.00

(10) 

$

34,213,440.00

0.0001476

$

5,049.90

-

-

-

-

Fees to be Paid

Equity

Warrants to purchase Class A Common Stock

457(g)

3,988,952

-

-

0.0001476

(11)

-

-

-

-

Fees to be Paid

Equity

Class A Common Stock, par value $0.0001 per share

457(i)

28,737,150

(12) 

$

1.00

(12)

$

28,737,150.00

0.0001476

$

4,241.60

-

-

-

-

Fees to be Paid

Equity

Class A Common Stock, par value $0.0001 per share

457(c)

252,832

(13)

$

6.935

(6)

$

1,753,389.92

0.0001476

$

258.80

-

-

-

-

Total Offering Amounts

$

357,490,007.06

0.0001476

$

52,765.53

Total Fees Previously Paid

-

Total Fee Offsets

$

43,041.41

Net Fee Due

$

9,724.12


Table 2: Fee Offset Claims and Sources

  

  

Registrant
or Filer
Name

  

  

Form
or
Filing
Type

  

  

File
Number

  

  

Initial
Filing
Date

  

  

Filing
Date

  

  

Fee Offset
Claimed

  

  

Security
Type
Associated
with Fee
Offset
Claimed

  

  

Security
Title
Associated
with Fee
Offset
Claimed

  

  

Unsold
Securities
Associated
with Fee
Offset
Claimed

  

  

Unsold
Aggregate
Offering
Amount
Associated
with Fee
Offset
Claimed

  

  

Fee Paid
with Fee
Offset
Source

Rules 457 (b) and 0 - 11 (a) (2)

Fee Offset Claims

AEON Biopharma, Inc.

S-1

333-274094

8/18/2023

$

36,259.26

Fee Offset Sources

AEON Biopharma, Inc.

S-1

333-274094

8/18/2023

  $

36,259.26

Fee Offset Claims

AEON Biopharma, Inc.

S-1

333-274094

8/18/2023

$

6,782.15

Fee Offset Sources

AEON Biopharma, Inc.

S-1

333-274094

10/23/2023

  $

6,782.15


(1)

Pursuant to Rule 416(a) of the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(2)

Calculated pursuant to Rule 457 under the Securities Act by multiplying the proposed maximum aggregate offering price of securities to be registered by 0.0001476.

(3)

Consists of (i) 3,988,952 shares of Class A common stock, $0.0001 par value per share (“Common Stock”), issuable upon the exercise of 3,988,952 private placement warrants to purchase Common Stock by the holders thereof (“Private Placement Warrants”) and (ii) 4,287,133 shares of Common Stock issuable upon the exercise of 4,287,133 public warrants to purchase Common Stock by the holders thereof (“Public Warrants” and together with Private Placement Warrants, “Warrants”).

(4)

The price per share is based up on the exercise price per Warrant (as defined below) of $11.50.

(5)

Consists of (i) 1,075,000 shares of Common Stock issued pursuant to those certain Subscription Agreements, dated as of June 29, 2023, by and among the registrant and each of (A) Polar Multi-Strategy Master Fund and (B) ACM ASOF VIII Secondary-C LP, each a Registered Holder (as defined in the registration statement to which this exhibit forms a part); (ii) 6,275,000 shares of Common Stock issued pursuant to those certain Subscription Agreements, dated as of June 29, 2023, by and among the registrant and each of (A) Polar Multi-Strategy Master Fund and (B) ACM ARRT J LLC, each a Registered Holder, and (iii) the issuance of 1,000 shares of Common Stock issued pursuant to those certain Subscription Agreements, dated as of June 29, 2023, by and between the registrant and certain counterparties thereto, each a Registered Holder.

(6)

Pursuant to Rule 457(c) under the Securities Act, and solely for the purpose of calculating the registration fee, the proposed maximum offering price per share is $6.935, which is the average of the high $7.54 and low $6.33 prices of Common Stock on NYSE American on April 1, 2024 (such date being within five business days of the date that this registration statement was first filed with the SEC).

(7)

Represents 20,177,178 shares of Common Stock issued in connection with the Business Combination (as defined in the registration statement to which this exhibit forms a part.

(8)

Represents 966,566 shares of Common Stock reserved for issuance upon the settlement of restricted stock awards.

(9)

Represents 3,421,344 shares of Common Stock reserved for issuance upon the exercise of options to purchase shares of Common Stock.

(10)

Pursuant to Rule 457(h) under the Securities Act, and solely for the purpose of calculating the registration fee, the proposed maximum offering price per share is $10.00, which is the weighted average exercise price at which the options covered by this registration statement may be exercised.

(11)

In accordance with Rule 457(g) of the Securities Act, the entire registration fee for the Private Placement Warrants is allocated to the shares of Common Stock underlying the Private Placement Warrants, and no separate fee is payable for the Private Placement Warrants.

(12)

Represents the shares of Common Stock issuable upon conversion of certain senior secured convertible notes issued by the registrant pursuant to the Subscription Agreement, dated March 19, 2024, by and between the registrant and Daewoong Pharmaceutical Co., LTD. (the “Convertible Notes”), at a price of $1.00 per share (assuming the maximum accrued interest prior to the maturity date of the Convertible Notes).

(13)

Represents the shares of Common Stock issued pursuant to the cashless exercise of certain Private Placement Warrants prior to the filing of this Amendment No. 3 to the registration statement.