INDEX TO FINANCIAL STATEMENTS TABLE OF CONTENTS ​ AEON BIOPHARMA, INC. ​ Report of Independent Registered Public Accounting Firm F-1 Consolidated Balance Sheets as of

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered

Public Accounting Firm

The Stockholders and Board of Directors of AEON Biopharma,

Opinion on the Financial Statements

We have audited the accompanying consolidated balance

sheets of AEON Biopharma, Inc. (the Company) as of December 31, 2022 and 2021, the related consolidated statements of operations and comprehensive

loss, convertible preferred stock and deficit and cash flows for the years then ended, and the related notes (collectively referred to

as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all

material respects, the financial position of the Company at December 31, 2022 and 2021, and the results of its operations and its cash

flows for the years then ended in conformity with U.S. generally accepted accounting principles.

The Company's Ability to Continue as a Going

The accompanying consolidated financial statements

have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the

Company has experienced recurring losses from operations, net capital deficiency, negative cash flows from operations since inception,

and has stated that substantial doubt exists about the Company's ability to continue as a going concern. Management's evaluation

of the events and conditions and management's plans regarding these matters are also described in Note 1. The consolidated financial

statements do not include any adjustments that might result from the outcome of this uncertainty.

These financial statements are the responsibility

of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our

audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are

required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and

regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards

of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that

we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement,

whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over

financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but

not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly,

we express no such opinion.

Our audits included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Ernst & Young LLP

We have served as the Company's auditor since

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

thousands, except per share data)

STATEMENT OF CASH FLOWS

thousands, except per share data)

STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND DEFICIT

thousands, except share data)

AEON BIOPHARMA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Organization

Description of Business

AEON Biopharma, Inc. ("AEON"

or the "Company") is a biopharmaceutical company focused on developing its proprietary botulinum toxin complex, ABP-450 (prabotulinumtoxinA)

injection ("ABP-450"), for debilitating medical conditions. The Company was incorporated in Delaware in February 2012

under the name Alphaeon Corporation as a wholly owned subsidiary of Strathspey Crown Holdings Group, LLC ("SCH"). On December 18,

2019, the Company changed its name to "AEON Biopharma, Inc." The Company is headquartered in Irvine, California.

On December 12, 2022, AEON and Priveterra

(Nasdaq: PMGM), a special purpose acquisition company (SPAC), entered into a definitive business combination and merger agreement (the

"Merger"). Upon closing of the proposed transaction, the combined company will operate as AEON Biopharma, Inc. and is

expected to list on the NYSE under the ticker symbol "AEON". The merger is anticipated to close in the first half of 2023.

Liquidity and Going Concern

The accompanying consolidated financial

statements have been prepared on a basis that assumes the Company will continue as a going concern. The Company has experienced

recurring losses from operations and has a net capital deficiency and negative cash flows from operations since its inception. As of

December 31, 2022, the Company reported cash of $9.7 million and an accumulated deficit of $474.8 million. As of March 31,

2023, the Company reported cash of $4.7 million and an accumulated deficit of $492.5 million. The Company expects to incur losses

for the foreseeable future. As a result of these conditions, management has concluded that there is substantial doubt about the

Company's ability to continue as a going concern and to meet its obligations as they become due within one year after the date

that these consolidated financial statements are issued.

The Company expects to seek additional funding

in the form of the Merger, equity financings or debt, however, there can be no assurance that such efforts will be successful or that,

in the event that they are successful, the terms and conditions of such financing will be favorable. If the Company is unable to consummate

the Merger or to secure additional funding when desired, the Company may need to delay the development, commercialization and marketing

of its products and scale back its business and operations.

The preparation of these consolidated financial

statements does not include any adjustments that may result from the outcome of this uncertainty. This basis of accounting contemplates

the recovery of the Company's assets and the satisfaction of the Company's liabilities and commitments in the normal course

of business and does not include any adjustments to reflect the possible future effects of the recoverability and classification of recorded

asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going

concern. If the Company is unable to obtain adequate capital, it could be forced to cease operations. The audit report covering these

accompanying consolidated financial statements includes an explanatory paragraph that describes conditions that raise substantial doubt

about the Company's ability to continue as a going concern.

The Company's future operations are highly

dependent on a combination of factors, including (1) the success of its research and development programs; (2) the timely and

successful completion of any additional financing; (3) the development of competitive therapies by other biotechnology and pharmaceutical

companies; (4) the Company's ability to manage growth of the organization; (5) the Company's ability to protect

its technology and products; and, ultimately (6) regulatory approval and successful commercialization and market acceptance of its

Note 2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements

have been prepared in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP").

The consolidated financial statements include the accounts of the Company and its controlled subsidiaries.

Prior to September 30, 2020, the Company's

consolidated results included the results of the Company's wholly-owned affiliate, Alphaeon Credit. See Note 3, "Contribution

and Distribution of Affiliated Companies" for more information.

All intercompany transactions and balances have

been eliminated from the consolidated financial statements.