Daewoong Co., Ltd bought AEON

Footnotes

Pursuant to a subscription agreement entered into by and between Daewoong Pharmaceutical Co., Ltd. ("DWP"), AEON Biopharma, Inc. ("AEON" or the "Company") and AEON Biopharma Sub, Inc., a subsidiary of the Company ("AEON Sub"), on March 24, 2024, DWP acquired a senior secured convertible note (the "Convertible Note" or "$5.0 million Note") in the principal amount of $5.0 million, which is convertible into shares of the Company's Class A common stock, par value $0.0001 ("Common Stock"), subject to certain conditions and limitations set forth in the $5.0 million Note. The $5.0 million Note contains customary events of default, accrues interest at an annual rate of 15.79% and has a maturity date that is three years from the funding date (the "Maturity Date"), unless earlier repurchased, converted or redeemed in accordance with its terms prior to such date.; (continued from footnote [1]). If, prior to the Maturity Date, the Company consummates a bona-fide third-party financing in the form of Common Stock or any securities convertible into, or exchangeable or exercisable for, Common Stock (subject to certain exceptions as described the $5.0 million Note), in one or more transactions or a series of related and substantially similar and simultaneous transactions at the same purchase price from third parties unaffiliated with DWP and its affiliates, for aggregate gross cash proceeds to the Company of at least $30.0 million (a "Qualified Financing"),; (continued from footnote [2]). then, upon written notice thereof to DWP by the Company, on the closing date of such Qualified Financing, the $5.0 million Note will automatically convert in whole (the "Automatic Conversion") (subject to any limitations under the rules and regulations of NYSE American), without any further action by DWP, into a number of shares equal to: (i) one and three tenths (1.3) multiplied by (ii) the quotient of (a) the principal amount of the $5.0 million Note and all accrued and unpaid interest to be converted divided by (b) the per share price of the Common Stock sold in the Qualified Financing, provided that such per share price of Common Stock is at least $1.00 per share. Due to the terms and conditions for issuance of the Convertible Note, the number and the price of Common Shares which would be received by the Reporting Person upon conversion of the $5.0 million Note is indeterminate.; Daewoong Co., Ltd., a company organized under the laws of the Republic of Korea, owns 52% of the outstanding shares of Daewoong Pharmaceutical Co., Ltd., a company organized under the laws of the Republic of Korea; Daewoong Co., Ltd. has voting power and dispositive power over Daewoong Pharmaceutical Co., Ltd. and therefore may be deemed to indirectly own such shares.