AEON Biopharma cuts warrant exercise price to $0.20

The amendment applies even to holders who did not sign, with the Two-Year Warrants expiring on November 16, 2026.

Available on EDGAR 11/03/2026 - 08:43 AM EST Accepted by SEC EDGAR 11/03/2026 - 08:42 AM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Effective November 2, 2026, AEON Biopharma, Inc. reduced the exercise price under its Two-Year Warrants from $0.3221 to $0.20 per share of Class A common stock and from $0.3220 to $0.1999 per Pre-Funded Warrant. The amendment was entered into with holders representing at least 67% of the shares of Common Stock and Pre-Funded Warrants issuable under the outstanding Two-Year Warrants.

Certain holders agreed to exercise their warrants at the reduced prices, and AEON expects approximately $6.2 million in gross proceeds. The reduced prices apply to all outstanding Two-Year Warrants, whether or not a holder entered the amendment; the warrants expire on November 16, 2026. The accelerated expiration was triggered after AEON announced that FDA Type 2b meeting minutes did not preclude advancement of ABP-450 toward a Biologics License Application under the Section 351(k) biosimilar pathway.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Class A common stock warrant exercise price: $0.20 per share Pre-Funded Warrant exercise price: $0.1999 per Pre-Funded Warrant Expected gross proceeds: Approximately $6.2 million +3 more

6 metrics

Class A common stock warrant exercise price $0.20 per share Reduced from $0.3221, effective November 2, 2026

Pre-Funded Warrant exercise price $0.1999 per Pre-Funded Warrant Reduced from $0.3220, effective November 2, 2026

Expected gross proceeds Approximately $6.2 million Expected from agreed exercises by certain holders

Holders represented in amendment At least 67% Of shares of Common Stock and Pre-Funded Warrants issuable under the outstanding Two-Year Warrants

Common Stock outstanding 71,517,020 shares As of October 30, 2026

Two-Year Warrant expiration November 16, 2026 Expiration date of the outstanding Two-Year Warrants

Key Terms

Two-Year Warrants, Pre-Funded Warrants, gross proceeds, Type 2b meeting minutes, +1 more

5 terms

Two-Year Warrants financial

"the Company’s outstanding two-year milestone warrants"

Pre-Funded Warrants financial

"pre-funded warrants to purchase Common Stock"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

gross proceeds financial

"approximately $6.2 million in gross proceeds"

The total amount of cash a company receives from a financing event or sale before any fees, expenses, taxes or deductions are taken out. Investors watch gross proceeds because it shows the raw scale of new capital being raised—think of it as the paycheck amount before withholdings—which helps assess how much funding is available for operations, growth, debt payoff or how much shareholder dilution might occur once costs are removed.

Type 2b meeting minutes regulatory

"received Type 2b meeting minutes from the U.S. Food and Drug Administration"

Section 351(k) biosimilar pathway regulatory

"under the Section 351(k) biosimilar pathway"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What are AEON's new Two-Year Warrant exercise prices?

The reduced exercise prices are $0.20 per share of Class A common stock and $0.1999 per Pre-Funded Warrant, down from $0.3221 per share and $0.3220 per Pre-Funded Warrant, respectively.

How much does AEON expect to receive from warrant exercises?

AEON expects approximately $6.2 million in gross proceeds from exercises by certain holders who agreed to exercise their Two-Year Warrants at the reduced prices.

When do AEON's Two-Year Warrants expire, and what triggered the accelerated expiration?

The Two-Year Warrants expire on November 16, 2026. The accelerated expiration was triggered after AEON announced on September 30, 2026, that FDA Type 2b meeting minutes did not preclude advancing ABP-450 toward a Biologics License Application under the Section 351(k) biosimilar pathway.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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00018376072026-11-022026-11-02

 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

​

FORM 8-K

​

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 2, 2026

​

AEON Biopharma, Inc.

(Exact name of registrant as specified in its charter)

​

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Delaware	​ ​ ​	001-40021	​ ​ ​	85-3940478
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification Number)

​

​

130 Vantis Dr.

Suite 170

Aliso Viejo, CA 92656

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (949) 354-6499

​

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

​

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

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​	​	​	​	​
Title of each class	​ ​ ​	Trading Symbol	​ ​ ​	Name of each exchange on which registered
Class A Common Stock, $0.0001 par value per share	​	AEON	​	NYSE American

​

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

​

Item 1.01 Entry into a Material Definitive Agreement.

On November 2, 2026, AEON Biopharma, Inc. (the “Company”) entered into an Amendment to Two-Year Milestone Warrant to Purchase Common Stock or Pre-Funded Warrants (the “Warrant Amendment”) with holders representing at least 67% of the shares of Common Stock and Pre-Funded Warrants issuable under the Company’s outstanding two-year milestone warrants issued on July 15, 2026 (the “Two-Year Warrants”). The Two-Year Warrants are exercisable for shares of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), or pre-funded warrants to purchase Common Stock in lieu thereof (the “Pre-Funded Warrants”).

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Effective November 2, 2026, the Warrant Amendment reduced the exercise price of the shares of Common Stock and Pre-Funded Warrants issuable upon exercise of the Two-Year Warrants from $0.3221 to $0.20 per share of Common Stock and from $0.3220 to $0.1999 per Pre-Funded Warrant. In connection with the Warrant Amendment, certain holders party thereto have agreed to exercise the Two-Year Warrants held by them at the reduced exercise price and the Company expects to receive approximately $6.2 million in gross proceeds from such exercise.

​

Pursuant to Section 5(l) of the Two-Year Warrants, the Warrant Amendment applies to all outstanding Two-Year Warrants, whether or not the holder entered into the Warrant Amendment. Except for the reduced exercise price, all other terms of the Two-Year Warrants, including the number of shares of Common Stock or Pre-Funded Warrants issuable upon exercise thereof and the expiration date, remain unchanged. As of October 30, 2026, 71,517,020 shares of AEON Common Stock were outstanding.

​

On September 30, 2026, the Company publicly announced that it had received Type 2b meeting minutes from the U.S. Food and Drug Administration that did not preclude advancement of ABP-450 toward a Biologics License Application under the Section 351(k) biosimilar pathway, thereby triggering the accelerated expiration of the Two-Year Warrants in accordance with their terms. The Two-Year Warrants expire on November 16, 2026. Holders may exercise the Two-Year Warrants prior to their expiration in accordance with the exercise procedures set forth therein, the form of which is incorporated by reference as Exhibit 4.1 hereto.

​

The foregoing description of the Warrant Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Warrant Amendment, a copy of which is filed as Exhibit 4.2 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

​ ​
Exhibit Number		Description
4.1	​	Form of Two-Year Milestone Warrant to Purchase Common Stock or Pre-Funded Warrants (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 15, 2026).
4.2	​	Amendment to Two-Year Milestone Warrant to Purchase Common Stock or Pre-Funded Warrants, dated November 2, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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​	​	​
​	AEON Biopharma, Inc.
Date: November 3, 2026	By:	/s/ Robert Bancroft
​	​	Robert Bancroft
​	​	Chief Executive Officer ​

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Element	Value
dei:EntityCentralIndexKey	0001837607
dei:AmendmentFlag	false

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Filing Exhibits & Attachments

5 documents

Other Documents

• EX-4.2 EX-4.2 27.4 KB
• EX-101 EX-101.SCH 3.5 KB
• EX-101 EX-101.DEF 2.8 KB
• EX-101 EX-101.LAB 17.4 KB
• EX-101 EX-101.PRE 10.4 KB