| Calculation of Filing Fee Tables | |||
| S-1 | |||
| AEON Biopharma, Inc. | |||
| Table 1: Newly Registered and Carry Forward Securities | ☐Not Applicable |
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| Security Type | Security Class Title | Fee Calculation or Carry Forward Rule | Amount Registered | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee | 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 | 1 | Equity | Class A Common Stock, par value $0.0001 per share, underlying Five-Year Milestone Warrants | 457(o) | $ 2,156,250.00 | 0.0001381 | $ 297.78 | ||||||
| Fees Previously Paid | 2 | Equity | Class A Common Stock, par value $0.0001 per share | 457(o) | $ 14,375,000.00 | $ 1,985.19 | |||||||
| Fees Previously Paid | 3 | Equity | Pre-Funded Warrants | Other | $ 0.00 | ||||||||
| Fees Previously Paid | 4 | Equity | Class A Common Stock underlying Pre-Funded Warrants | Other | $ 0.00 | ||||||||
| Fees Previously Paid | 5 | Equity | Two-Year Milestone Warrants | Other | $ 0.00 | ||||||||
| Fees Previously Paid | 6 | Equity | Class A Common Stock, par value $0.0001 per share, underlying Two-Year Milestone Warrants | 457(o) | $ 14,375,000.00 | $ 1,985.19 | |||||||
| Fees Previously Paid | 7 | Equity | Five-Year Milestone Warrants | Other | $ 0.00 | ||||||||
| Fees Previously Paid | 8 | Equity | Class A Common Stock, par value $0.0001 per share, underlying Five-Year Milestone Warrants | 457(o) | $ 14,375,000.00 | $ 1,985.19 | |||||||
| Carry Forward Securities | |||||||||||||
| Carry Forward Securities | |||||||||||||
| Total Offering Amounts: | $ 45,281,250.00 | $ 6,253.35 | |||||||||||
| Total Fees Previously Paid: | $ 5,955.57 | ||||||||||||
| Total Fee Offsets: | $ 0.00 | ||||||||||||
| Net Fee Due: | $ 297.78 | ||||||||||||
| Offering Note |
| 1 | Note 1.a. In accordance with Rule 416(a), the Registrant is also registering an indeterminate number of additional shares of Common Stock that shall be issuable pursuant to Rule 416 to prevent dilution resulting from share splits, share dividends or similar transactions. Note 1.b. Estimated solely for purposes of calculating the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933. Includes the offering price of the Class A Common Stock, par value $0.0001, of the Registrant (the "Common Stock") that the representative of the underwriters has the option to purchase to cover over-allotments, if any. Note 1.c Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act, the proposed maximum aggregate offering price of the five-year milestone warrants is equal to $16,531,250 (which is 115% of $14,375,000). | ||||||
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| 2 | See Offering Notes 1.a. and 1.b. | ||||||
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| 3 | See Offering Notes 1.a. and 1.b. In accordance with Rule 457(g) under the Securities Act, because the Common Stock underlying the warrants are registered hereby, no separate registration fee is required with respect to the warrants registered hereby. | ||||||
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| 4 | See Offering Note 3. | ||||||
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| 5 | See Offering Note 3. | ||||||
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| 6 | See Offering Notes 1.a. and 1.b. Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act, the proposed maximum aggregate offering price of the two-year milestone warrants is equal to $14,375,000 (which is 100% of $14,375,000). | ||||||
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| 7 | See Offering Note 3. | ||||||
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| 8 | See Offering Note 1. | ||||||
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| Table 2: Fee Offset Claims and Sources | ☑Not Applicable |
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| 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 | |||||||||||||
| Fee Offset Sources | |||||||||||||
| Rule 457(p) | |||||||||||||
| Fee Offset Claims | |||||||||||||
| Fee Offset Sources | |||||||||||||
| Table 3: Combined Prospectuses | ☑Not Applicable |
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| Security Type | Security Class Title | Amount of Securities Previously Registered | Maximum Aggregate Offering Price of Securities Previously Registered | Form Type | File Number | Initial Effective Date | |
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