AEON Biopharma美股招股说明书(2026-07-15版)

AEON BIOPHARMA, INC. 17,851,599 Shares of Common StockPre-Funded Warrants to Purchase 24,837,008 Shares of Common StockTwo-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 LieuThereof Five-Year Milestone Warrants to Purchase (i) 42,688,607 Shares of CommonStock or (ii)Pre-Funded Warrants to Purchase 42,688,607 Shares of Common Stockin Lieu Thereof 110,214,222 Shares of Common Stock Underlying the Pre-FundedWarrants, the Two-Year Milestone Warrants (or Underlying the Pre‑FundedWarrants Issued Upon Exercise Thereof) and the Five-Year Milestone Warrants (orUnderlying the Pre-Funded Warrants Issued Upon Exercise Thereof) We are offering pursuant to this prospectus 17,851,599 shares of our ClassA common stock, $0.0001 parvalue 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 lieuthereof (the “Two-Year Milestone Warrants”) and (ii) one five-year warrant to purchase one share of CommonStock 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-FundedWarrants, the “Warrants”), in each case at the applicable exercise price described in this prospectus. Thecombined public offering price of each share of Common Stock and accompanying Milestone Warrants is $0.3221and 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 willbe exercisable upon issuance and will expire when exercised in full. The exercise price of each Pre-FundedWarrant will be $0.0001 per share. The Pre-Funded Warrants will not be listed on the NYSE American and are notexpected to trade in any market; however, we anticipate that the shares of our Common Stock to be issued uponexercise of the Pre-Funded Warrants will trade on the NYSE American. This prospectus also relates to the sharesof 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 Warrantwill 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 ofCommon 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 havereceived Type 2B meeting minutes from the U.S. Food and Drug Administration (“FDA”) that do not precludeadvancement 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 issuanceand (y) 45 days following our public announcement that we have initiated a Phase 3 clinical equivalence trial ofABP-450 as a biosimilar to BOTOX . The Milestone Warrants and the Pre-Funded Warrants that are issuableupon 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 Warrantswill trade on the NYSE American. This prospectus also relates to the shares of Common Stock issuable upon theexercise of the Milestone Warrants. The Milestone Warrants and the Pre-Funded Warrants will be issued inaccordance with, and subject to the terms of, a warrant agency agreement (the “Warrant Agency Agreement”) tobe 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, theclosing price of our Common Stock was $0.4830. There is no established trading market for the Warrants, and wedo not expect a market to develop for any of them. We do not intend to apply for a listing of the Warrants on anysecurities exchange or other nationally recognized trading system. Without an active trading market, the liquidityof the Warrants will be limited. The public offering price was determined through negotiation among us, Lake Street Capital Markets, LLC,the representative of the several underwriters in this offering (the “Representative”), and the investors in theoffering based on market conditions at the time of pricing. INVESTING IN OUR SECURITIES INVOLVES A HIGH DEGREE OF RISK. THESE RISKS AREDESCRIBED IN THE “RISK