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AEON Biopharma (NYSE: AEON) Q1 2026 loss, FDA boosts ABP-450 plan and debt cut

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

AEON Biopharma reported first-quarter 2026 results and a corporate update focused on its ABP-450 biosimilar program and balance sheet. The company recorded a net loss of $11.8 million for the quarter, compared with net income of $9.1 million in the prior-year period, largely driven by fair value changes in financial instruments.

Operating expenses rose as selling, general and administrative costs reached $3.9 million and research and development spending was $2.0 million. AEON ended March 31, 2026 with cash and cash equivalents of $6.2 million, and stated that, including $0.9 million of April ATM proceeds, this is expected to fund operations into the third quarter of 2026.

The company highlighted positive FDA feedback from a BPD Type 2a meeting supporting ABP-450’s analytical similarity strategy under the 351(k) biosimilar pathway. AEON also completed a $6 million PIPE financing and a Daewoong note exchange, which together reduced outstanding debt by more than 90% and contributed to shrinking total stockholders’ deficit from $(55.0) million to $(16.8) million.

Positive

  • Debt reduction and capital raise: A $6 million PIPE financing and Daewoong note exchange reduced outstanding debt by more than 90%, easing balance sheet pressure and shrinking total stockholders’ deficit from $(55.0) million to $(16.8) million.
  • Regulatory progress for ABP-450: Positive FDA BPD Type 2a feedback deemed AEON’s analytical plan reasonable under the 351(k) biosimilar pathway, clarifying the framework for its remaining analytical comparability work on ABP-450.

Negative

  • Ongoing losses and short cash runway: AEON posted a Q1 2026 net loss of $11.8 million and, even including April ATM proceeds, expects existing cash to fund operations only into the third quarter of 2026.
  • Stockholders’ deficit persists: Despite improvements, the company still reported total stockholders’ deficit of $(16.8) million at March 31, 2026, reflecting cumulative losses and reliance on external financing.

Insights

AEON advances ABP-450 with FDA feedback while extending but not resolving its tight cash runway.

AEON Biopharma is progressing ABP-450 under the 351(k) biosimilar pathway. Positive BPD Type 2a feedback suggests the FDA views its analytical plan as reasonable, a key step toward building the analytical similarity package needed for potential full-label biosimilar approval to BOTOX.

Financially, the company remains early-stage and loss-making. Q1 2026 net loss was $11.8 million, with higher research and development and selling, general and administrative expenses. Reported results are heavily influenced by non-cash fair value movements in convertible notes, warrants, and derivative liabilities, which can create volatility without matching cash effects.

Liquidity is tight: cash and cash equivalents were $6.2 million at March 31, 2026, and management expects, including $0.9 million of April ATM proceeds, to fund operations only into the third quarter of 2026. The $6 million PIPE and Daewoong note exchange have cut outstanding debt by more than 90% and reduced stockholders’ deficit, but additional financing will likely be important if development plans continue at the current pace.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Cash and cash equivalents $6.2 million As of March 31, 2026
Additional ATM proceeds $0.9 million Raised in April 2026, extends runway into Q3 2026
Net (loss) income $(11.8) million vs $9.1 million Quarter ended March 31, 2026 vs 2025
Selling, general and administrative $3.9 million Operating expenses for Q1 2026
Research and development $2.0 million Operating expenses for Q1 2026
Total liabilities $25.4 million As of March 31, 2026
Stockholders’ deficit $(16.8) million As of March 31, 2026, improved from $(55.0) million
PIPE financing and debt reduction $6 million PIPE, >90% debt cut Financing and Daewoong note exchange completed after shareholder approval
351(k) regulatory pathway regulatory
"supporting ABP-450’s comparative analytical strategy under the 351(k) regulatory pathway"
A 351(k) regulatory pathway is the U.S. Food and Drug Administration’s approval route for biosimilars—lower-cost versions of complex medicines made from living cells. It lets a company show its product is highly similar to an existing biologic and has no meaningful clinical differences, and can include a designation that allows pharmacy substitution like a generic drug. For investors, 351(k) approvals can dramatically change market competition, pricing, and a branded drug’s future sales.
BPD Type 2a meeting regulatory
"feedback from our BPD Type 2a meeting with the FDA supports our analytical similarity strategy"
PIPE financing financial
"private investment in public equity (“PIPE”) financing and the related exchange of the Company’s convertible notes"
Pipe financing is a way for companies to raise money quickly by selling new shares or bonds directly to investors, often before their stock is publicly traded or in the early stages of a project. It’s similar to a company securing a loan from investors, providing quick capital needed for growth or operations. For investors, it can offer opportunities for early involvement and potentially higher returns, but it may also carry increased risk due to the immediate nature of the deal.
warrant liabilities financial
"Warrant liabilities | 16,308 | | 3,276"
Warrant liabilities are the financial obligations a company records when it grants warrants—special rights allowing someone to buy shares at a set price in the future. If the warrants are expected to be exercised, they are treated as a liability because the company might need to deliver shares or cash later. This matters to investors because it affects the company’s reported financial health and the potential dilution of existing shares.
derivative liability financial
"Derivative liability | — | | 14,879"
A derivative liability is an obligation a company owes because of a derivatives contract—such as an option, future, swap, or forward—that has moved against it and now has negative value. Think of it like a settled bet that turned into a bill: if market moves go the other way, the company may have to pay cash or deliver assets. Investors care because these liabilities can create sudden losses, add leverage or counterparty risk, and change a company’s true financial exposure beyond its everyday operations.
analytical similarity technical
"analytical similarity forms the scientific foundation of the 351(k) pathway"
Analytical similarity is the laboratory demonstration that a new biological product matches a reference biologic in key physical, chemical and functional properties. For investors, it matters because close lab-level matches reduce regulatory and commercial risk—like showing two clocks keep the same time before selling the new one as a compatible alternative—making approval and market acceptance more likely.
Net (loss) income $(11.8) million vs $9.1 million swung from income to loss year-over-year
Selling, general and administrative expense $3.9 million increased from $3.1 million in Q1 2025
Research and development expense $2.0 million increased from $0.8 million in Q1 2025
Cash and cash equivalents $6.2 million up from $3.0 million at December 31, 2025
0001837607false00018376072026-05-142026-05-14

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): May 14, 2026

AEON Biopharma, Inc.

(Exact name of registrant as specified in its charter)

Delaware

  ​ ​ ​

001-40021

  ​ ​ ​

85-3940478

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification Number)

5 Park Plaza

Suite 1750

Irvine, CA 92614

(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)

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

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:

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

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 2.02. Results of Operations and Financial Condition.

On May 14, 2026, AEON Biopharma, Inc. (the “Company” or “AEON”) announced financial results for the first quarter ended March 31, 2026. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K (this “Report”).

The information furnished in this Item 2.02 of this Report (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such a filing.

Item 9.01. Financial Statement and Exhibits.

(d) Exhibits.

Exhibit No.

Description

99.1

Press Release, dated May 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: May 14, 2026

By:

/s/ Robert Bancroft

Robert Bancroft

President and Chief Executive Officer

Graphic

Exhibit 99.1

PRESS RELEASE

AEON Biopharma Reports First Quarter 2026 Financial Results and Provides Corporate Update

- Reported positive FDA Type 2a meeting supporting ABP-450’s comparative analytical strategy under the 351(k) regulatory pathway -

- Strengthened balance sheet through financing transactions and Daewoong note exchange, reducing outstanding debt by more than 90% -

- Bolstered leadership team with appointment of John Bencich as Chief Financial Officer -

IRVINE, Calif., May 14, 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, reported today its financial results for the first quarter ended March 31, 2026, and provided a corporate update.

“During the first quarter, we made meaningful progress advancing the ABP-450 development program and strengthening the company’s financial position,” commented Rob Bancroft, President and Chief Executive Officer of AEON. “We believe feedback from our BPD Type 2a meeting with the FDA supports our analytical similarity strategy under the 351(k) pathway and provides greater clarity on the path forward. In addition, the completion of our recent financing transactions, including the exchange of Daewoong-held notes, significantly reduced our outstanding debt.”

“With this foundation in place, we are focused on executing our analytical program and preparing for our planned Type 2b interaction, where we will seek further feedback from the FDA on the full definition of program requirements. We believe this progress positions ABP-450 to advance efficiently toward potential full-label approval and our goal of introducing a new competitive dynamic in a large therapeutic category that has been long dominated by a single product.”

First Quarter 2026 Highlights and Recent Developments

Reported Feedback from FDA BPD Type 2a Meeting Regarding ABP-450
oThe FDA reviewed AEON’s initial analytical comparability results and the proposed analytical similarity strategy for ABP-450 under the 351(k) biosimilar pathway and provided guidance that AEON’s analytical plan was considered reasonable by the Agency to support advancement of the program toward a comprehensive analytical similarity package. The Company believes the FDA’s feedback provides a clear framework for the remaining analytical components of its biosimilar development program and plans to complete the majority of its analytical comparability program in 2026.
oAEON currently plans to request a BPD Type 2b meeting in 2026 to discuss the next phase of the development program to support potential approval of ABP-450 as a biosimilar to BOTOX® across all approved therapeutic indications.
Strengthened Balance Sheet Through Closing of Strategic PIPE Financing and Note Exchange
oAEON held a special meeting at which shareholders voted to approve the completion of the complementary transactions announced in November, including the remaining issuances related to the Company’s private investment in public equity (“PIPE”) financing and the related exchange of the Company’s convertible notes held by Daewoong Pharmaceutical Co., Ltd. (“Daewoong”). The $6 million PIPE financing and Daewoong note exchange, together, strengthened AEON’s balance sheet and reduced outstanding debt by more than 90%.


Graphic

Exhibit 99.1

PRESS RELEASE

Appointed John Bencich as Chief Financial Officer
oMr. Bencich joins AEON with more than 25 years of leadership experience spanning corporate strategy, capital market transactions, and business development across emerging growth and publicly traded companies.
Presented Data and Advanced Scientific Engagement Supporting Analytical Similarity to BOTOX®
oChad Oh, M.D., AEON’s Chief Medical Officer, presented a poster at the 2026 American Academy of Neurology (AAN) Annual Meeting in April entitled “Establishing Primary Structure Comparability Between ABP-450 (prabotulinumtoxinA) and OnabotulinumtoxinA (Botox®) to Support Biosimilarity.” The poster expanded upon analytical data previously reported by the Company demonstrating identical primary amino acid sequence between ABP-450 and the reference product, based on 93.5%–99.3% peptide sequence coverage.
oAn abstract was accepted for presentation at the upcoming American Headache Society (AHS) Annual Meeting on June 4-7, 2026 in Orlando, Florida entitled “Establishing Structural and Functional Comparability Between ABP-450 and OnabotulinumtoxinA to Support Biosimilarity.” The abstract will be presented on June 4th between 2:00 pm and 5:00 pm ET.

Liquidity and Capital Resources

The Company reported cash and cash equivalents of $6.2 million as of March 31, 2026, which does not include the $0.9 million of proceeds received upon ATM financing in April 2026. Including those proceeds, cash and cash equivalents are expected to fund operations into the third quarter of 2026, supporting continued advancement of the ABP-450 program including ongoing analytical and regulatory activities.

Upcoming ABP-450 Development Milestones & Scientific and/or Corporate Events

June 4th-7th, 2026: Poster presentation at the 68th Annual Scientific Meeting of the American Headache Society.
June 17th, 2026: Annual shareholder meeting being held at 10:00 AM PST in the Company’s offices at 5 Park Plaza, Suite 1750, Irvine, CA 92614.
Second half 2026: BPD Type 2b meeting with the FDA to seek feedback on remaining biosimilar development plan, including pharmacodynamic and clinical program requirements.

About the U.S. Biosimilar Pathway

Analytical similarity forms the scientific foundation of the 351(k) pathway and represents the most data-intensive phase of biosimilar development. When analytical comparability across critical quality attributes is robustly demonstrated, the FDA may reduce the scope of required clinical studies under its totality-of-the-evidence framework. Sponsors may also seek extrapolation to additional indications of the reference product when scientifically justified.

About AEON Biopharma

AEON Biopharma is a biopharmaceutical company pursuing full-label access to the U.S. therapeutic neurotoxin market via biosimilarity to BOTOXÒ. 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 JeuveauÒ. 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. To learn more about AEON, visit www.aeonbiopharma.com.


Graphic

Exhibit 99.1

PRESS RELEASE

Forward-Looking Statements

The foregoing material may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, each as amended. Forward-looking statements include all statements that do not relate solely to historical or current facts, including without limitation statements regarding the Company’s product development and business prospects, and can be identified by the use of words such as “may,” “will,” “expect,” “project,” “estimate,” “anticipate,” “plan,” “believe,” “potential,” “should,” “continue” or the negative versions of those words or other comparable words. Forward-looking statements are not guarantees of future actions or performance. These forward-looking statements are based on information currently available to the Company and its current plans or expectations and are subject to a number of risks and uncertainties that could significantly affect current plans. Should one or more of these risks or uncertainties materialize, or the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.

Factors that may cause actual results to differ materially from current expectations include, but are not limited to: (i) AEON’s ability to continue to meet continued stock exchange listing standards; (ii) the Company’s ability to obtain additional and sufficient financing; (iii) the Company’s anticipated financial performance, including cash and cash equivalents; (iv) the Company’s plans regarding any interactions with the FDA; (v) the outcome of any regulatory interactions; and (vi) other risks and uncertainties set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Company’s filings with the SEC, which are available on the SEC’s website at www.sec.gov.

Contacts

Investor Contact:
Hershel Berry
Blueprint Life Science Group
hberry@Bplifescience.com

Source: AEON Biopharma


Graphic

Exhibit 99.1

PRESS RELEASE

AEON BIOPHARMA, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share data and par value amounts)

March 31,

December 31,

2026

  ​ ​ ​

  ​ ​ ​

2025

ASSETS

  ​

 

 

  ​

Current assets:

  ​

 

 

  ​

Cash and cash equivalents

$

6,243

$

3,006

Prepaid expenses and other current assets

 

382

 

392

Total current assets

 

6,625

 

3,398

Property and equipment, net

 

142

 

162

Operating lease right-of-use asset

 

992

 

1,052

Other assets

 

871

 

948

Total assets

$

8,630

$

5,560

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

  ​

 

  ​

Current liabilities:

 

  ​

 

  ​

Accounts payable

$

1,481

$

942

Accrued clinical trials expenses

 

1,173

 

1,426

Accrued compensation

 

1,832

 

2,872

Other accrued expenses

 

2,183

 

1,657

Total current liabilities

 

6,669

 

6,897

Convertible notes at fair value, including related party amount of $1,542 and $34,600, at March 31, 2026 and December 31, 2025, respectively

 

1,542

 

34,600

Operating lease liability

 

825

 

893

Derivative liability

14,879

Warrant liabilities

16,308

3,276

Contingent consideration liability

38

42

Total liabilities

 

25,382

 

60,587

Commitments and contingencies

 

  ​

 

  ​

Stockholders’ Deficit:

 

  ​

 

  ​

Class A common stock, $0.0001 par value; 1,040,000,000 and 500,000,000 shares authorized at March 31, 2026 and December 31, 2025, respectively, and 25,303,058 and 12,105,902 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively

 

10

 

9

Additional paid-in capital

 

465,850

 

415,783

Accumulated deficit

 

(482,612)

 

(470,819)

Total stockholders' deficit

 

(16,752)

 

(55,027)

Total liabilities and stockholders' deficit

$

8,630

$

5,560


Graphic

Exhibit 99.1

PRESS RELEASE

AEON BIOPHARMA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME

(in thousands, except share and per share data)

  ​ ​ ​

March 31,

2026

  ​ ​ ​

2025

Operating expenses:

 

  ​

 

  ​

Selling, general and administrative

$

3,903

$

3,125

Research and development

 

2,034

 

825

Change in fair value of contingent consideration

 

(4)

 

(3,488)

Total operating costs and expenses

 

5,933

 

462

Loss from operations

 

(5,933)

 

(462)

Other (loss) income:

 

  ​

 

  ​

Change in fair value of convertible notes

 

(8,727)

 

(1,631)

Change in fair value of warrants

 

4,656

 

86,729

Loss on issuance of warrants

(75,644)

Loss on extinguishment of debt

(76)

Loss on derivative liability

(1,743)

Other income, net

 

30

 

103

Total other loss, net

 

(5,860)

 

9,557

(Loss) income before taxes

 

(11,793)

 

9,095

Income taxes

 

 

Net (loss) income

$

(11,793)

$

9,095

Basic net (loss) income per share

$

(0.29)

$

2.28

Weighted average shares of common stock outstanding used to compute basic and diluted net (loss) income per share

40,614,087

3,984,876

The accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The condensed consolidated financial statements include the accounts of the Company and its controlled subsidiaries.

# # #


FAQ

How did AEON (AEON) perform financially in Q1 2026?

AEON reported a net loss of $11.8 million for Q1 2026. Operating expenses were driven by $3.9 million in selling, general and administrative costs and $2.0 million in research and development, reflecting continued investment in the ABP-450 biosimilar program.

What is AEON Biopharma’s cash runway after Q1 2026?

AEON ended March 31, 2026 with $6.2 million in cash and cash equivalents. Including an additional $0.9 million raised via ATM financing in April 2026, management expects this liquidity to fund operations into the third quarter of 2026.

How did AEON Biopharma strengthen its balance sheet in early 2026?

The company completed a $6 million PIPE financing and exchanged convertible notes held by Daewoong Pharmaceutical. Together, these transactions reduced outstanding debt by more than 90% and significantly narrowed the total stockholders’ deficit compared with December 31, 2025.

What regulatory progress did AEON report for ABP-450 as a biosimilar to BOTOX?

AEON reported positive feedback from an FDA BPD Type 2a meeting. The Agency considered its analytical similarity strategy for ABP-450 under the 351(k) biosimilar pathway reasonable, helping define the framework for completing its analytical comparability program.

What were AEON Biopharma’s key balance sheet figures at March 31, 2026?

Total assets were $8.6 million, while total liabilities were $25.4 million, resulting in total stockholders’ deficit of $(16.8) million. Warrant liabilities were $16.3 million, and convertible notes at fair value totaled $1.5 million after the Daewoong note exchange.

How did non-cash items affect AEON’s Q1 2026 results?

Results were significantly influenced by fair value changes in financial instruments. The company recorded a $8.7 million loss on convertible notes, a $4.7 million gain on warrants, and a $1.7 million loss on derivative liability, impacting reported net loss.

Filing Exhibits & Attachments

5 documents