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AEON Biopharma, Inc. reports that on July 23, 2026 it issued 4,696,102 additional shares of Class A common stock to the underwriters in its recent public offering, following the representative’s partial exercise of an over-allotment option under an underwriting agreement.
The transaction generated approximately $1.5 million in gross proceeds and approximately $1.4 million in net proceeds after underwriting discounts and commissions. The representative had previously exercised in full the over-allotment portion relating to the two-year and five-year milestone warrants, each covering 6,403,290 shares of common stock or pre-funded warrants in lieu thereof.
AEON Biopharma, Inc. has a new large shareholder group led by Stonepine Capital Management, LLC and related entities, which report beneficial ownership of 6,892,682 shares of Class A Common Stock, representing 9.9% of the outstanding class.
The position consists of 3,000,000 shares of Common Stock and warrants for 6,000,000 shares, all subject to a 9.99% beneficial ownership limitation. The ownership percentage is based on 68,995,818 shares of Common Stock outstanding immediately after an offering, as described in the issuer’s July 15, 2026 prospectus.
Voting and dispositive power over the 6,892,682 shares is reported as shared by Stonepine Capital Management, Stonepine Capital, L.P., Stonepine GP, LLC, and Jon M. Plexico, who file jointly but each disclaims membership in a group and beneficial ownership beyond their pecuniary interest.
AEON Biopharma entered into an underwriting agreement for an underwritten public offering of 42,688,606 shares of Class A common stock (or pre-funded warrants in lieu), with each unit accompanied by one two-year and one five-year milestone warrant. The combined public offering price is $0.3221 per share of common stock (or $0.3220 per pre-funded warrant) and accompanying milestone warrants. The representative also received a 30-day over-allotment option that included additional milestone warrants, which was exercised for 6,403,290 two-year and 6,403,290 five-year milestone warrants.
The offering, which closed on July 15, 2026, is expected to generate approximately $13.75 million in gross proceeds and provided net proceeds of about $12.2 million. If all milestone warrants are exercised in cash, AEON could receive up to an additional $29.6 million. Pre-funded warrants are immediately exercisable at $0.0001 per share with no expiration, subject to 4.99% or 9.99% beneficial ownership caps, adjustable up to 19.99%. Two-year milestone warrants are exercisable at $0.3221 per share and five-year milestone warrants at $0.3704 per share, with expirations tied to fixed anniversaries or specified FDA and clinical milestones for ABP-450. AEON plans to use proceeds for working capital and general corporate purposes, including comparative analytical testing on ABP-450 to support biosimilarity to BOTOX®, and agreed to 90-day issuance and lock-up restrictions and a 180-day ban on variable rate transactions.
AEON Biopharma, Inc. is conducting a public offering of 17,851,599 shares of common stock and pre-funded warrants to purchase 24,837,008 shares, each bundled with two series of milestone warrants. The registration also covers 110,214,222 shares of common stock underlying the pre-funded and milestone warrants.
The deal is priced at $0.3221 per common share with accompanying Milestone Warrants and $0.3220 per pre-funded warrant with accompanying Milestone Warrants, for total gross proceeds of $13.75 million and proceeds before expenses of $12.88 million. AEON expects net proceeds of about $12.2 million, to be used for working capital and comparative analytical testing on ABP-450 as a BOTOX biosimilar, and may receive up to $29.6 million more if all Milestone Warrants are exercised for cash.
Shares outstanding are expected to rise to 68,995,818 assuming full exercise of pre-funded warrants. AEON reports an accumulated deficit of $482.6 million and substantial doubt about its ability to continue as a going concern, and it is working under an NYSE American compliance plan after stockholders’ equity fell below listing thresholds.
AEON Biopharma, Inc. filed Pre-Effective Amendment No. 1 to its Form S-1 as an exhibits-only update. The company is filing an amended Calculation of Filing Fee Table (Exhibit 107) to reflect the proposed maximum aggregate offering price of Class A common stock underlying the Five-Year Milestone Warrants at 115% of the assumed public offering price and to pay the related incremental registration fee. The remainder of the registration statement is unchanged. The amendment also restates the exhibits list and includes signatures from the chief executive officer, other senior officers and the board of directors.
AEON Biopharma is registering 17,479,373 shares of common stock, together with pre-funded and milestone warrants, in a primary underwritten offering at an assumed price of $0.7151 per share. Net proceeds of about $11 million are expected, with an underwriters’ over-allotment option for additional securities.
The company develops ABP-450 as a biosimilar to BOTOX for therapeutic uses under the Section 351(k) pathway and plans to use proceeds mainly for working capital and comparative analytical testing to support biosimilarity. AEON reports an accumulated deficit of $482.6 million and has concluded there is substantial doubt about its ability to continue as a going concern without additional financing, with cash expected to fund operations only into the third quarter of 2026.
The offering includes two-year and five-year milestone warrants that can expire early if specific FDA meeting or Phase 3 trial milestones are announced, and may provide up to approximately $26.9 million in additional gross proceeds if fully exercised for cash. Investors face immediate dilution of about $0.83 per share at the assumed price, and there is no expected trading market for the warrants. AEON is also working to regain compliance with NYSE American stockholders’ equity listing standards while its common stock continues to trade under the symbol “AEON.”
Thunen Shelley B reported acquisition or exercise transactions in this Form 4 filing.
AEON Biopharma director Shelley B. Thunen received an equity grant of 222,684 shares of Class A common stock in the form of restricted stock units. The award was granted on June 17, 2026 as compensation, at a grant price of $0.00 per share rather than an open-market purchase.
The RSUs vest in full on the earlier of the one-year anniversary of the grant date or the date of AEON Biopharma’s 2027 annual stockholder meeting, subject to her continued service. Following this award, Thunen directly holds 258,705 shares of the company’s Class A common stock.
PALMISANO ROBERT J reported acquisition or exercise transactions in this Form 4 filing.
AEON Biopharma director Robert J. Palmisano received an award of 222,684 restricted stock units (RSUs) of Class A Common Stock on June 17, 2026. The RSUs vest in full on the earlier of the one-year anniversary of the grant date or the 2027 annual stockholders’ meeting, subject to continued service. Following this grant, his direct holdings total 258,705 shares.
Forth Marc reported acquisition or exercise transactions in this Form 4 filing.
AEON Biopharma director Marc Forth reported an equity award of 222,684 shares of Class A Common Stock in the form of restricted stock units (RSUs). The RSUs were granted on June 17, 2026 at no cash price and represent compensation rather than an open-market purchase.
The RSUs vest in full on the earlier of the one-year anniversary of the June 17, 2026 grant date or the date of the company’s 2027 annual meeting of stockholders, subject to his continued service. Following this award, Forth directly holds 973,231 shares of AEON Biopharma common stock.