UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Departure of President & Chief Executive Officer
On March 24, 2025, AEON Biopharma, Inc. (the “Company” or “AEON”) was notified by Marc Forth that he intended to resign as the Company’s President and Chief Executive Officer (“CEO”) in order to pursue another opportunity. Mr. Forth’s last day as President and CEO of the Company will be April 4, 2025. Mr. Forth is expected to remain a member of the Company’s board of directors (the “Board”). In that role, Mr. Forth will continue to advise Company management and provide strategic guidance. Mr. Forth did not receive compensation for his service as a Board member during his time as CEO. However, on a go-forward basis, Mr. Forth will be entitled to the same compensatory arrangement as other Board members.
Mr. Forth’s departure as President and CEO is not the result of any disagreement between him and the Company on any matter relating to the Company’s operations, policies or practices.
Appointment of Interim Chief Executive Officer
The Board has named Jost Fischer, the current Chairman of the Board, to serve as Interim CEO following Mr. Forth’s departure while the Board identifies a replacement CEO. The Board is actively considering several qualified candidates.
Mr. Fischer has served as a member of our Board since February 2017. Mr. Fischer is the co-owner of Dental Innovations BVBA. Mr. Fischer served as a member and the chairman of the board of directors and as CEO of Sirona from June 2006 to February 2013, as CEO from April 2002 to February 2013, and as President from April 2002 to September 2010. Prior to joining Sirona, Mr. Fischer served as President and CEO of The Hoermann Group, an international conglomerate in the telecommunication and automotive industry, and held senior management positions with PWA Group, a European paper group, including President and CEO of PWA’s printing division and President and CEO of PWA Dekor GmbH. In addition, Mr. Fischer serves on the board of directors of a number of private companies. He received a Master’s degree in Economics from the University of Saarbruecken, Germany. We believe that Mr. Fischer is qualified to fill the role of Interim CEO based on his extensive business and executive leadership experience.
There were no arrangements or understandings between Mr. Fischer and any other person pursuant to which Mr. Fischer was selected as an officer. Mr. Fischer has no family relationships subject to disclosure under Item 401(d) of Regulation S-K or any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 7.01. Regulation FD Disclosure.
On March 27, 2025, the Company issued a press release announcing the events described in Item 5.02 above. A copy of the press release is furnished as Exhibit 99.1.
The information furnished under this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits.
Exhibit No. | Description | ||||||||
99.1 | |||||||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||||||