AEON Biopharma files for $12.5M primary offering at $0.72/share, with warrants and going-concern warning

17,479,373 shares of Common Stock, based on an assumed public offering price of $0.7151 per share of Common Stock, which is equal to the last sale price of our Common Stock as reported on the NYSE American on July 2, 2026.

The purchase price of each Pre-Funded Warrants will equal the price per share of Common Stock being sold to the public in this offering, minus $0.0001, and the exercise price of each Pre-Funded Warrant will be $0.0001 per share.

Together with each share of Common Stock (or Pre-Funded Warrant) offered in this offering, we are also offering (i) one Two-Year Milestone Warrant to purchase one share of Common Stock or one Pre-Funded Warrant and (ii) one Five-Year Milestone Warrant to purchase one share of Common Stock or one Pre-Funded Warrant, representing 200% aggregate warrant coverage (100% coverage in the form of Two-Year Milestone Warrants and 100% coverage in the form of Five-Year Milestone Warrants).

We have granted the Representative a 30-day option to purchase from us up to an additional 2,621,905 shares of Common Stock and/or Pre-Funded Warrants to purchase up to 2,621,905 shares of Common Stock (or any combination thereof), representing 15% of the total number of shares of Common Stock and Pre-Funded Warrants sold in this offering, solely to cover over-allotments, if any.

Shares of our Common Stock outstanding prior to this offering: 26,307,211 shares of our Common Stock. Shares of our Common Stock to be outstanding after this offering: 43,786,584 Shares of our Common Stock (assuming we sell only shares of Common Stock and no Pre-Funded Warrants).

We have concluded that we do not have sufficient cash to fund our operations through March 31, 2027 without additional financing, and as a result, there is substantial doubt about our ability to continue as a going concern.

We have never been profitable from operations and, as of March 31, 2026, we had an accumulated deficit of $482.6 million.

On March 31, 2026, we received written notice of non-compliance (the “Notice”) from the NYSE American indicating that we are not in compliance with the continued listing standards set forth in Section 1003(a) (ii) of the NYSE American Company Guide.

As of May 26, 2026, we have issued and sold an aggregate of 2,661,939 shares of Common Stock under the ATM and received net proceeds of approximately $2.9 million, and approximately $47.0 million of Common Stock remains available to be sold under the ATM subject to applicable limitations.

We estimate that the net proceeds that we will receive from the sale of our Common Stock (and any Pre-Funded Warrants in lieu thereof) in this offering, together with the accompanying Two-Year Milestone Warrants and Five-Year Milestone Warrants, will be approximately $11.0 million, or approximately $12.8 million if the Representative exercises its over-allotment option in full for shares of Common Stock only, in each case after deducting the underwriting discounts and commissions and other estimated offering expenses payable by us, and assuming a public offering price of $0.7151 per share of Common Stock, which is the last reported sale price of our Common Stock on the NYSE American on July 2, 2026.

We will not receive any proceeds from the sale of the Milestone Warrants at closing (other than the nominal purchase price attributable thereto); however, we may receive additional gross proceeds of up to approximately $26.9 million in the aggregate if all of the Milestone Warrants are exercised for cash at the assumed exercise price.

We expect to use any net proceeds that we receive from this offering for working capital and general corporate purposes, including conducting comparative analytical testing on ABP-450 to support biosimilarity with BOTOX®.

Accordingly, our management will have broad discretion in the application of the net proceeds.

an immediate dilution of $0.83 per share to new investors participating in this offering

our pro forma as adjusted net tangible book value as of March 31, 2026 would have been approximately $(4.8) million, or $(0.11) per share of our Common Stock

our historical net tangible book value (deficit), was $(16.8) million, or $(0.66) per share of our Common Stock

assuming a public offering price of $0.7151 per share of Common Stock, the most recent reported sale price of our Common Stock on July 2, 2026

To the extent that our outstanding exercisable stock options are exercised you could experience further dilution.

Based on the assumed public offering price of $0.7151 per share, the last reported price of our Common Stock on the NYSE American on July 2, 2026, purchasers of securities in this offering will experience immediate dilution of $0.83 per share in the pro forma net tangible book value of the Common Stock.

We have received written notices from the NYSE American that we are not in compliance with certain continued listing standards under Section 1003(a) of the NYSE American Company Guide relating to stockholders’ equity. Although the NYSE American has accepted our plan to regain compliance and granted us a period through August 3, 2026 to do so, we remain subject to ongoing review by the NYSE American and must make sufficient progress toward regaining compliance within the applicable plan period.

The Milestone Warrants may expire before their milestones are achieved, and holders of the Milestone Warrants will not receive any consideration if the Milestone Warrants expire unexercised or are otherwise terminated without value.

Even if this offering is completed, the net proceeds we receive may be insufficient to fund our operations, business plans, or near-term liquidity needs for the periods anticipated.

The audit report covering the December 31, 2025 consolidated financial statements contains an explanatory paragraph that states that the Company’s recurring losses from operations, net capital deficiency and negative cash flows from operations raise substantial doubt about the entity’s ability to continue as a going concern.