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424B4 1 tm2615250-5_424b4.htm 424B4 tm2615250-5_424b4 - none - 4.1562726s

Filed pursuant to Rule 424(b)(4)
Registration No. 333-297327

PROSPECTUS

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AEON BIOPHARMA, INC.

17,851,599 Shares of Common Stock
Pre-Funded Warrants to Purchase 24,837,008 Shares of Common Stock
Two-Year Milestone Warrants to Purchase (i) 42,688,607 Shares of Common Stock or (ii) Pre-Funded Warrants to Purchase 42,688,607 Shares of Common Stock in Lieu Thereof Five-Year Milestone Warrants to Purchase (i) 42,688,607 Shares of Common Stock or (ii) Pre-Funded Warrants to Purchase 42,688,607 Shares of Common Stock in Lieu Thereof 110,214,222 Shares of Common Stock Underlying the Pre-Funded Warrants, the Two-Year Milestone Warrants (or Underlying the Pre‑Funded Warrants Issued Upon Exercise Thereof) and the Five-Year Milestone Warrants (or Underlying the Pre-Funded Warrants Issued Upon Exercise Thereof)

We are offering pursuant to this prospectus 17,851,599 shares of our Class A common stock, $0.0001 par value per share (the “Common Stock”) pre-funded warrants to purchase 24,837,008 shares of Common Stock (the “Pre-Funded Warrants”). Each share of Common Stock and each Pre-Funded Warrant will be accompanied by (i) one two-year milestone warrant to purchase one share of Common Stock or one Pre-Funded Warrant in lieu thereof (the “Two-Year Milestone Warrants”) and (ii) one five-year warrant to purchase one share of Common Stock or one Pre-Funded Warrant, in lieu thereof (the “Five-Year Milestone Warrants” and, together with the Two-Year Milestone Warrants, the “Milestone Warrants”; and the Milestone Warrants, together with the Pre-Funded Warrants, the “Warrants”), in each case at the applicable exercise price described in this prospectus. The combined public offering price of each share of Common Stock and accompanying Milestone Warrants is $0.3221 and for each Pre-Funded Warrant and accompanying Milestone Warrants is $0.3220.

Each Pre-Funded Warrant will be exercisable for one share of our Common Stock. Pre-Funded Warrants will be exercisable upon issuance and will expire when exercised in full. The exercise price of each Pre-Funded Warrant will be $0.0001 per share. The Pre-Funded Warrants will not be listed on the NYSE American and are not expected to trade in any market; however, we anticipate that the shares of our Common Stock to be issued upon exercise of the Pre-Funded Warrants will trade on the NYSE American. This prospectus also relates to the shares of Common Stock issuable upon the exercise of the Pre-Funded Warrants.

The Two-Year Milestone Warrant will be immediately exercisable upon issuance at an exercise price of $0.3221 per share of Common Stock or $0.3220 per Pre-Funded Warrant and the Five-Year Milestone Warrant will be immediately exercisable upon issuance at an exercise price of $0.3704 per share or $0.3703 per Pre-Funded Warrant. At the option of the holder, each Milestone Warrant may be exercised for either one share of Common Stock or one Pre-Funded Warrant. Each Two-Year Milestone Warrant will expire on the earliest of (x) the second anniversary of the date of issuance and (y) 45 days after our public announcement that we have received Type 2B meeting minutes from the U.S. Food and Drug Administration (“FDA”) that do not preclude advancement of ABP-450 toward a Biologics License Application under the Section 351(k) biosimilar pathway. Each Five-Year Milestone Warrant will expire on the earliest of (x) the fifth anniversary of the date of issuance and (y) 45 days following our public announcement that we have initiated a Phase 3 clinical equivalence trial of ABP-450 as a biosimilar to BOTOX®. The Milestone Warrants and the Pre-Funded Warrants that are issuable upon exercise thereof will not be listed on the NYSE American and are not expected to trade in any market; however, we anticipate that the shares of our Common Stock to be issued upon exercise of the Milestone Warrants will trade on the NYSE American. This prospectus also relates to the shares of Common Stock issuable upon the exercise of the Milestone Warrants. The Milestone Warrants and the Pre-Funded Warrants will be issued in accordance with, and subject to the terms of, a warrant agency agreement (the “Warrant Agency Agreement”) to be entered into with Continental Stock Transfer & Trust Company, as warrant agent.

Our Common Stock is listed on the NYSE American under the symbol “AEON”. On July 10, 2026, the closing price of our Common Stock was $0.4830. There is no established trading market for the Warrants, and we do not

	Per Share and Accompanying Milestone Warrants			Per Pre-Funded Warrant and Accompanying Milestone Warrants			Total
Public offering price		$	0.3221		$	0.3220		$	13,747,516.61
Underwriting discounts and commissions(1)		$	0.0225		$	0.0225		$	867,351.00
Proceeds to us, before expenses		$	0.2996		$	0.2995		$	12,880,165.61

	Page
ABOUT THIS PROSPECTUS		1
PROSPECTUS SUMMARY		2
THE OFFERING		5
RISK FACTORS		9
FORWARD-LOOKING STATEMENTS		12
USE OF PROCEEDS		14
CAPITALIZATION		15
DILUTION		17
MARKET PRICE OF OUR COMMON STOCK AND RELATED STOCKHOLDER MATTERS		19
DESCRIPTION OF OUR SECURITIES		20
DESCRIPTION OF THE SECURITIES WE ARE OFFERING		25
UNDERWRITING		31
LEGAL MATTERS		37
EXPERTS		37
WHERE YOU CAN FIND MORE INFORMATION		37
INCORPORATION BY REFERENCE		37

	As of March 31, 2026
(in thousands, except share and per share amounts)	Actual			Pro Forma			Pro Forma As adjusted
Cash and cash equivalents		$	6,243		$	7,129		$	19,336
Stockholders’ equity
Class A common stock, par value $0.0001 per share; 1,040,000,000 shares authorized at March 31, 2026; 25,303,058 shares issued and outstanding, actual; 26,307,211 shares issued and outstanding, pro forma; and 68,995,818 shares issued and outstanding, pro forma as adjusted		$	10		$	10		$	14
Additional paid-in capital		$	465,850		$	466,736		$	478,939
Accumulated other comprehensive loss		$	—						—
Accumulated deficit		$	(482,612)		$	(482,612)		$	(482,612)
Total stockholders’ equity		$	(16,752)		$	(15,866)		$	(3,659)
Total capitalization		$	8,630		$	9,516		$	21,723

Public offering price per share	$	0.3221
Historical net tangible book value per share as of March 31, 2026	$	(0.66)
Increase in historical net tangible book value per share attributable to the ATM Issuances	$	0.06
Pro forma net tangible book value per share attributable to our existing stockholders	$	(0.60)
Increase in pro forma net tangible book value per share attributable to our existing stockholders	$	0.55
Pro forma as adjusted net tangible book value per share immediately after this offering	$	(0.05)
Dilution in pro forma as adjusted net tangible book value per share to new investors participating in this offering	$	0.37

Underwriter	Number of Shares and Accompanying Milestone Warrants		Number of Pre-Funded Warrants and Accompanying Milestone Warrants
Lake Street Capital Markets, LLC		15,173,860		21,111,457
Laidlaw & Company (UK) Ltd.		2,677,739		3,725,551
Total		17,851,599		24,837,008

Underwriting Discount to be paid by us	Total with no Over-Allotment			Total with Over-Allotment
Per Share and Accompanying Milestone Warrants		$	0.0225		$	0.0225
Per Pre-Funded Warrant and Accompanying Milestone Warrants		$	0.0225		$	0.0225
Total(1)		$	867,351		$	1,011,726