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424B3 1 tm265572-3_424b3.htm 424B3 tm265572-3_424b3 - none - 3.2031421s

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-293309

PROSPECTUS

AEON Biopharma, Inc.
Up to 51,292,953 Shares of
Class A Common Stock

This prospectus relates to the resale of up to 51,292,953 shares (the “Resale Shares”) of Class A common stock, par value $0.0001 per share of the Company (the “Common Stock”), consisting of: (i) (a) 11,918,380 shares of Common Stock, (b) up to 11,236,631 shares of Common Stock issuable upon the exercise of pre-funded warrants (the “Pre-Funded Warrants”), and (c) up to 8,000,000 shares of Common Stock issuable upon the exercise of warrants (the “Daewoong Warrants”) issued in connection with the Exchange (as defined below); (ii) (a) up to 6,581,829 shares of Common Stock issuable upon the exercise of Pre-Funded Warrants, (b) up to 6,581,829 shares of Common Stock issuable upon the exercise of warrants (the “PIPE Warrants”), and (c) up to 6,581,829 shares of Common Stock issuable upon the exercise of true-up warrants (the “True-up Warrants”) issued in connection with the Private Placement (as defined below); and (iii) (a) 267,455 shares of Common Stock and (b) up to 125,000 shares of Common Stock issuable upon the exercise of warrants (the “Settlement Warrants”) issued in connection with the Settlement Agreement (as defined below), held by securityholders named in this prospectus (the “Registered Holders”). We will not receive any proceeds from the sale of Common Stock by the Registered Holders.

We are registering the Resale Shares pursuant to the Registered Holders’ registration rights set forth in the registration rights agreement, dated November 12, 2025, by and among the Company and certain Registered Holders, the exchange agreement dated December 15, 2025, by and between the Company and Daewoong Pharmaceutical Co., LTD. (“Daewoong”), and the settlement agreement (the “Settlement Agreement”), dated October 31, 2025, by and between the Company and Odeon Capital Group LLC (“Odeon”). Our registration of the Resale Shares covered by this prospectus does not mean that the Registered Holders will offer or sell any of the Resale Shares covered by this prospectus.

The Registered Holders may offer and sell the securities described in this prospectus and any related prospectus supplement to or through one or more underwriters, dealers and agents, or directly to purchasers, or through a combination of these methods. If any underwriters, dealers or agents are involved in the sale of any of the securities, their names and any applicable purchase price, fee, commission or discount arrangement between or among them will be set forth, or will be calculable from the information set forth, in the applicable prospectus supplement. The Registered Holders will pay all underwriting discounts and selling commissions, if any, in connection with the sale of the Resale Shares. We have agreed to pay certain expenses in connection with this prospectus and to indemnify the Registered Holders against certain liabilities. To our knowledge, as of the date of this prospectus, no underwriter or other person has been engaged to facilitate the sale of Resale Shares in this offering. See the sections of this prospectus entitled “About This Prospectus” and “Plan of Distribution” for more information. No securities may be sold without delivery of this prospectus and the applicable prospectus supplement describing the method and terms of the offering of such securities.

Our Common Stock is listed on NYSE American under the symbol “AEON.” On February 13, 2026, the last reported sale price of our Common Stock was $1.00 per share.

We are a “smaller reporting company” under federal securities laws and, as such, are subject to reduced public company reporting requirements.

INVESTING IN OUR SECURITIES INVOLVES RISKS. SEE THE “RISK FACTORS” ON PAGE 8 OF THIS PROSPECTUS AND ANY SIMILAR SECTION CONTAINED IN ANY APPLICABLE PROSPECTUS SUPPLEMENT CONCERNING FACTORS YOU SHOULD CONSIDER BEFORE INVESTING IN OUR SECURITIES.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is February 17, 2026.

	ABOUT THIS PROSPECTUS					1
	NOTE REGARDING FORWARD-LOOKING STATEMENTS					3
	WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE					4
	THE COMPANY					6
	RISK FACTORS					8
	USE OF PROCEEDS					9
	DESCRIPTION OF CAPITAL STOCK					10
	REGISTERED HOLDERS					15
	PLAN OF DISTRIBUTION					17
	LEGAL MATTERS					19
	EXPERTS					19

	Common Stock Beneficially Owned Before this Offering				Maximum Number of Shares of Common Stock to be Sold Pursuant to this Prospectus		Common Stock Beneficially Owned Upon Completion of this Offering
Registered Holder	Number		Percentage		Number		Number		Percentage
Daewoong Pharmaceutical Co, Ltd.(1)		31,246,368		49.9%		31,155,011		91,357		*
Pointilist Global Macro Series of Pointilist Partners LLC(2)		7,115,589		9.9%		5,923,647		1,191,942		3.8%
Jorey A Chernett Revocable Living Trust(3)		4,802,476		9.9%		3,949,098		853,378		2.9%
MK Plumeria, LLC(4)		3,629,177		9.9%		3,290,913		338,264		1.2%
HFCG, LLC(5)		3,290,913		9.9%		3,290,913		—		—
Daniel Herr and Lauren Rimoin Living Trust(6)		3,540,313		9.9%		3,290,916		249,400		*
Odeon Capital Group LLC(7)		392,455		1.6%		392,455		—		—

SEC Form 424B3 filed by AEON Biopharma Inc.