AEON Biopharma prices $13.75M equity and warrant deal
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.
Rhea-AI Filing Summary
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.
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Filing Explained
The completed offering sold 17,851,599 common shares and pre-funded warrants for 24,837,008 additional shares, each paired with two milestone warrants; the over-allotment exercise added milestone warrants only, clarifying the immediate and potential future share-count increase.
8-K Event Classification
Key Figures
Key Terms
Pre-Funded Warrants financial
Milestone Warrants financial
Variable Rate Transaction financial
Biologics License Application regulatory
Section 351(k) biosimilar pathway regulatory
Offering Details
FAQ
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How much capital is AEON (AEON) raising in this July 2026 offering?
What securities are included in AEON (AEON)’s July 2026 public offering and at what price?
How will AEON (AEON) use the net proceeds from this offering?
What are the key terms of AEON (AEON)’s milestone warrants?
What are the terms of AEON (AEON)’s pre-funded warrants in this offering?
What lock-up and issuance restrictions did AEON (AEON) agree to with this transaction?
When did AEON (AEON)’s underwritten offering close?
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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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 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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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).
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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 July 13, 2026, AEON Biopharma, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Lake Street Capital Markets, LLC, as representative of the several underwriters named therein (the “Representative”), relating to the Company's underwritten public offering (the “Offering”) of (i) 17,851,599 shares (the “Shares”) of the Company's Class A common stock, par value $0.0001 per share (the “Common Stock”), and (ii) 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 was accompanied with (i) one two-year milestone warrant to purchase shares of Common Stock (the “Two-Year Milestone Warrant”) and (ii) one five-year milestone warrant to purchase shares of Common Stock (the “Five-Year Milestone Warrant”, collectively with the Two-Year Milestone Warrant, the “Milestone Warrants,” and together with the Pre-Funded Warrants, the “Warrants”). The combined public offering price was $0.3221 per share of Common Stock and accompanying Milestone Warrants and $0.3220 per Pre-Funded Warrant and accompanying Milestone Warrants. Pursuant to the Underwriting Agreement, the Company also granted the Representative a 30-day option to purchase up to 6,403,291 additional shares of Common Stock or Pre-Funded Warrants to purchase up to 6,403,291 shares of Common Stock in lieu therof (or any combination thereof), accompanied by corresponding Milestone Warrants, solely to cover over-allotments, if any. On July 14, 2026, the Representative exercised the option to purchase Two-Year Milesonte Warrants to purchase 6,403,290 shares of Common Stock and Five-Year Milestone Warrants to purchase 6,403,290 shares of Common Stock.
The Offering closed on July 15, 2026. The Company received net proceeds of approximately $12.2 million from the Offering, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. The Company intends to use the net proceeds of the Offering for working capital and general corporate purposes, including conducting comparative analytical testing on ABP-450 to support biosimilarity to BOTOX®.
The Shares, the Pre-Funded Warrants and the Milestone Warrants (and underlying shares of Common Stock) were offered and sold pursuant to the Company's Registration Statement on Form S-1 (File No. 333-297327), as amended, which was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on July 13, 2026, and the related Registration Statement on Form S-1 (File No. 333-297439) filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, which became effective upon filing on July 13, 2026 (collectively, the “Registration Statement”). A final prospectus relating to the Offering was filed with the SEC pursuant to Rule 424(b)(4) under the Securities Act on July 15, 2026. The Offering was made only by means of a prospectus forming part of the Registration Statement.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities arising under the Securities Act, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for the purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties.
Pursuant to the Underwriting Agreement, the Company agreed, for a period of 90 days following the date of the Underwriting Agreement, not to (i) issue, enter into any agreement to issue, or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock Equivalents or (ii) file any registration statement or any amendment or supplement thereto, in each case subject to certain exceptions including issuances of Common Stock or securities convertible into or exchangeable for Common Stock by us to the extent we determine in good faith that such issuances are reasonably necessary to regain or maintain compliance with the continued listing standards of the NYSE American.. In addition, each of the Company's directors and executive officers entered into lock-up agreements pursuant to which they agreed, for a period of 90 days following the closing of the Offering, not to sell, transfer or otherwise dispose of any securities of the Company held by them.
For a period commencing on the date of the Underwriting Agreement and ending on the earlier of (i) 180 days after the date of the Underwriting Agreement and (ii) the date on which none of the Milestone Warrants remain outstanding, the Company agreed not to effect or enter into any agreement to effect any issuance of Common Stock or Common Stock Equivalents involving a “Variable Rate Transaction” (as defined in the Underwriting Agreement), subject to the exceptions set forth therein.
Each Pre-Funded Warrant is immediately exercisable and entitles the holder to purchase one share of Common Stock at an exercise price of $0.0001 per share. The Pre-Funded Warrants do not expire and remain exercisable until exercised in full. A holder may not exercise a Pre-Funded Warrant to the extent that, after giving effect to such exercise, the holder would beneficially own more than 4.99% (or, at the election of the holder, 9.99%) of the outstanding shares of Common Stock, subject to increase by the holder upon 61 days’ prior notice to a maximum of 19.99%.
Each Two-Year Milestone Warrant is immediately exercisable, at the option of the holder, for either (i) one share of Common Stock at an exercise price of $0.3221 per share or (ii) one Pre-Funded Warrant in lieu thereof at an exercise price of $0.3220 per warrant. Each Two-Year Milestone Warrant expires on the earlier of (i) 5:00 p.m. (New York City time) on the second anniversary of the date of
issuance and (ii) 45 days after the Company's public announcement that it has received Type 2B meeting minutes from the U.S. Food and Drug Administration 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 is immediately exercisable, at the option of the holder, for either (i) one share of Common Stock at an exercise price of $0.3704 per share or (ii) one Pre-Funded Warrant at an exercise price of $0.3703 per warrant. Each Five-Year Milestone Warrant expires on the earlier of (i) 5:00 p.m. (New York City time) on the fifth anniversary of the date of issuance and (ii) 45 days following the Company's public announcement that it has initiated a Phase 3 clinical equivalence trial of ABP-450 as a biosimilar to BOTOX®.
In connection with the Offering, on July 15, 2026, the Company entered into a Warrant Agency Agreement (the “Warrant Agency Agreement”) with Continental Stock Transfer & Trust Company, as warrant agent, pursuant to which it will act as warrant agent for the Pre-Funded Warrants and the Milestone Warrants.
Also on July 13, 2026, the Company entered into a Warrant Solicitation Agreement with Lake Street Capital Markets, LLC and Laidlaw & Company (UK) Ltd., pursuant to which they have agreed to act as the Company’s solicitation agents in connection with the exercise of the Milestone Warrants. As compensation for such services, the Company has agreed to pay the solicitation agents, in certain circumstances, a cash fee based on the aggregate number of shares of Common Stock underlying the Milestone Warrants (the “Milestone Warrant Securities”) issued upon the cash exercise of the Milestone Warrants. The applicable fee will equal (i) 3.0% of the cash exercise proceeds received by the Company with respect to Milestone Warrant Securities issued upon cash exercise of Milestone Warrants for up to 24,545,948 Milestone Warrant Securities, (ii) 3.75% of the cash exercise proceeds received by the Company with respect to Milestone Warrant Securities issued upon cash exercise of Milestone Warrants for 24,545,949 to 49,091,896 Milestone Warrant Securities and (iii) 4.50% of the cash exercise proceeds received by the Company with respect to Milestone Warrant Securities issued upon cash exercise of Milestone Warrants for 49,091,897 to 98,183,796 Milestone Warrant Securities, in each case subject to adjustment as provided in the Warrant Solicitation Agreement and in accordance with FINRA Rule 5110(g)(10). If a cash exercise results in Milestone Warrant Securities being issued across more than one fee tier, the applicable fee will be allocated on a pro rata basis among the applicable tiers.
The foregoing descriptions of the Underwriting Agreement, the Pre-Funded Warrants, the Milestone Warrants, the Warrant Agency Agreement and the Warrant Solicitation Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements and instruments, copies or forms of which are filed as exhibits to, or incorporated by reference into, this Current Report on Form 8-K.
Item 8.01 Other Events.
On July 14, 2026, the Company issued a press release announcing the pricing of the Offering, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits.
Exhibit No. | Description | |||||||||
1.1 | Underwriting Agreement, by and between the Company and Lake Street Capital Markets, LLC as representative of the several underwriters named herein, dated as of July 13, 2026. | |||||||||
4.1 | Form of Pre-Funded Warrant. | |||||||||
4.2 | Form of Two-Year Milestone Warrant. | |||||||||
4.3 | Form of Five-Year Milestone Warrant. | |||||||||
4.4 | Warrant Agency Agreement, dated as of July 15, 2026, by and between AEON Biopharma, Inc. and Continental Stock Transfer & Trust Company, as warrant agent. | |||||||||
10.1 | Warrant Solicitation Agreement, dated as of July 13, 2026, by and among the Company, Lake Street Capital Markets, LLC and Laidlaw & Company (UK) Ltd. | |||||||||
99.1 | Press Release dated July 14, 2026. | |||||||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||||
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.
AEON Biopharma, Inc. | ||
Date: July 15, 2026 | By: | /s/ Robert Bancroft |
Robert Bancroft | ||
Chief Executive Officer | ||
Exhibit 99.1
AEON Biopharma Announces Pricing Of Upsized $13.75 Million Public Offering with Accompanying Milestone Warrants Providing Potential for Additional Future Funding
$13.75 million underwritten public offering with up to an additional $29.6 million in potential proceeds tied to the cash exercise in full of the milestone warrants issued in the offering
IRVINE, Calif., July 13, 2026 -- AEON Biopharma, Inc. (“AEON” or the “Company”) (NYSE American: AEON), a biopharmaceutical company advancing ABP-450 as a biosimilar to BOTOX® (onabotulinumtoxinA) for therapeutic use to achieve full-label U.S. market entry, today announced the pricing of its underwritten public offering to raise up to approximately $43.3 million in gross proceeds based on the approximately $13.75 million in expected gross proceeds from the offering and up to an additional $29.6 million in potential gross proceeds upon the cash exercise in full of the milestone warrants issued in the offering.
The offering consists of 42,688,606 shares of common stock of the Company (or pre-funded warrants in lieu thereof), with each share of common stock or pre-funded warrant accompanied by one two-year milestone warrant to purchase one share of common stock (or one pre-funded warrant in lieu thereof) and one five-year milestone warrant to purchase one share of common stock (or one pre-funded warrant in lieu thereof). The combined public offering price is $0.3221 per share of common stock (or $0.3220 per pre-funded warrant) and accompanying two-year milestone warrant and five-year milestone warrant. Each pre-funded warrant has an exercise price of $0.0001 per share of common stock. Each two-year milestone warrant has an exercise price of $0.3221 per share of common stock and each five-year milestone warrant has an exercise price of $0.3704 per share of common stock. Each pre-funded warrant, two-year milestone warrant and five-year milestone warrant will be immediately exercisable upon issuance. The pre-funded warrants may be exercised at any time until exercised in full. Each two-year milestone warrant will expire on the earlier of (i) the second anniversary of the date of issuance or (ii) 45 days following the Company's public announcement of the achievement of a specified regulatory milestone with respect to ABP-450. Each five-year milestone warrant will expire on the earlier of (i) the fifth anniversary of the date of issuance or (ii) 45 days following the Company's public announcement of the achievement of a specified clinical development milestone with respect to ABP-450.
The gross proceeds to the Company from this offering are expected to be approximately $13.75 million, before deducting underwriting discounts and commissions and other estimated offering expenses. If all of the two-year milestone warrants and all of the five-year milestone warrants sold in this offering were to be exercised in cash at their exercise price, we would receive additional gross proceeds of approximately $29.6 million, before deducting expenses and fees. The Company has also granted the representative a 30-day option to purchase up to an additional 6,403,290 shares of common stock (or pre-funded warrants in lieu thereof) and/or two-year milestone warrants to purchase up to an additional 6,403,290 shares of common stock (or pre-funded warrants in lieu thereof) and/or five-year milestone warrants to purchase up to an additional 6,403,290 shares of common stock (or pre-funded warrants in lieu thereof) solely to cover over-allotments, if any.
The offering is expected to close on or about July 15, 2026, subject to satisfaction or waiver of customary closing conditions.
The proceeds from this offering are expected to be used for working capital and general corporate purposes, including conducting comparative analytical testing on ABP-450 to support biosimilarity to BOTOX®.
Lake Street Capital Markets, LLC is acting as the sole bookrunner for this offering. Laidlaw & Company (UK) Ltd. is acting as lead manager for the offering.
A Registration Statement on Form S-1 (File No. 333-297327), as amended, relating to the securities was initially filed with the Securities and Exchange Commission (“SEC”) on July 8, 2026 and was declared effective on July 13, 2026, and a related registration statement was filed with the SEC on July 13, 2026 pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and became automatically effective upon filing (together, the “Registration Statement”). This offering is being made only by means of a preliminary prospectus forming a part of the Registration Statement and a final prospectus. The Registration Statement and the preliminary prospectus relating to the offering are available for free on the SEC’s website at www.sec.gov. Copies of the final prospectus, when available, may be obtained from Lake Street Capital Markets, LLC, 121 S 8th St Suite 1000, Minneapolis, MN 55402, or e-mail at prospectus@lakestreetcm.com. The final prospectus will be filed with the SEC and will be available on the SEC’s website located at www.sec.gov.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Exhibit 99.1
About AEON Biopharma
AEON Biopharma is a biopharmaceutical company advancing ABP-450 as a proposed biosimilar to BOTOX® for therapeutic indications. The U.S. therapeutic neurotoxin market exceeds $3.0 billion annually, representing a major opportunity for biosimilar entry. ABP-450 is the same botulinum toxin complex currently approved and marketed for cosmetic indications by Evolus, Inc. under the name Jeuveau®. ABP-450 is manufactured by Daewoong Pharmaceutical in a facility that has been authorized by the U.S. Food and Drug Administration, Health Canada, and European Medicines Agency for the manufacture of third-party botulinum toxin products. AEON has exclusive development and distribution rights for therapeutic indications of ABP-450 in the United States, Canada, the European Union, the United Kingdom, and certain other international territories.
Forward Looking Statements
This press release contains statements that may be deemed "forward-looking statements" within the meaning of U.S. securities laws. All statements in this press release other than statements of historical fact are forward-looking statements. These forward-looking statements may be identified by future verbs, as well as terms such as "expect," "anticipate," "intend," "believe," "estimate," "will," and similar expressions or the negatives thereof. Such statements are based upon certain assumptions and assessments made by management in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate. The forward-looking statements included in this press release could differ materially from those expressed or implied by these forward-looking statements because of risks, uncertainties, and other factors that include, but are not limited to: expectations regarding the completion of the offering and the use of proceeds thereof; the Company's ability to achieve the milestones underlying the two-year and five-year milestone warrants; the Company's ability to advance ABP-450 through the Section 351(k) biosimilar pathway; the Company's ability to maintain compliance with the continued listing standards of the NYSE American; the Company's ability to complete its preclinical and clinical studies; and changes in local or national economic conditions. This list of risks, uncertainties, and other factors is not complete. Any or all forward-looking statements the Company makes may turn out to be wrong. Accordingly, you should not place undue reliance on the forward-looking statements made in this press release, which speak only as of its date. The Company assumes no responsibility to update or revise any forward-looking statements to reflect events, trends or circumstances after the date they are made unless the Company has an obligation under U.S. federal securities laws to do so.
Investor Contact
Hershel Berry
Blueprint Life Science Group
hberry@Bplifescience.com
Source: AEON Biopharma