AEON Biopharma, Inc.

S-11 tm2615250-3_s1.htm S-1

As filed with the Securities and Exchange Commission on July 8, 2026.

Registration No. 333-​

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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Form S-1

REGISTRATION STATEMENT

Under

The Securities Act of 1933

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(Exact name of Registrant as specified in its charter)

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5 Park Plaza

Suite 1750

Irvine, CA

(949) 354-6499

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)​

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Alex Wilson, Chief Legal & Strategy Officer

c/o AEON Biopharma, Inc.

5 Park Plaza, Suite 1750

Irvine, California 92614

(949) 354-6499

(Name, address, including zip code, and telephone number, including area code, of agent for service)​

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Copies to:

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Approximate date of commencement of proposed sale to the public:

As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS DATED JULY 8, 2026

17,479,373 Shares of Common Stock

Pre-Funded Warrants to purchase 17,479,373 Shares of Common Stock

Two-Year Milestone Warrants to purchase (i) 17,479,373 Shares of Common Stock or

(ii) Pre-Funded Warrants to purchase 17,479,373 Shares of Common Stock in lieu thereof

Five-Year Milestone Warrants to purchase (i) 17,479,373 Shares of Common Stock or

(ii) Pre-Funded Warrants to purchase 17,479,373 Shares of Common Stock in lieu thereof

52,438,119 Shares of Common Stock Underlying the Pre-Funded Warrants,

the Two-Year Milestone Warrants (or Underlying the Pre-Funded Warrants Issued Upon Exercise Thereof) and the Five-Year Milestone Warrants

(or Underlying the Pre-Funded Warrants Issued Upon Exercise Thereof)

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We are offering pursuant to this prospectus 17,479,373 shares of our Class A common stock, $0.0001 par value per share (the “Common Stock”), at an assumed public offering price of $0.7151 per share, which is equal to the closing price per share of our Common Stock on the New York Stock Exchange American (the “NYSE American”), on July 2, 2026, in a firm commitment underwritten offering. We are also offering, together with each share of Common Stock (or Pre-Funded Warrant, as defined below), (i) one Two-Year Milestone Warrant (as defined below) exercisable for one share of Common Stock or one Pre-Funded Warrant and (ii) one Five-Year Milestone Warrant (as defined below) exercisable for one share of Common Stock or one Pre-Funded Warrant, in each case at the applicable exercise price described in this prospectus.

We are also offering to each purchaser whose purchase of shares of our Common Stock in this offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the holder, 9.99%) of our outstanding shares of Common Stock immediately following the consummation of this offering, the opportunity to purchase, if the purchaser so chooses, pre-funded warrants to purchase shares of Common Stock (the “Pre-Funded Warrants”) in lieu of shares of Common Stock. Each Pre-Funded Warrant will be exercisable for one share of our Common Stock. Pre-Funded Warrants will be exercisable upon issuance and will expire when exercised in full. The purchase price of each Pre-Funded Warrant will equal the price per share of Common Stock being sold to the public in this offering, minus $0.0001, and the exercise price of each Pre-Funded Warrant will be $0.0001 per share. For each Pre-Funded Warrant that we sell, the number of shares of our Common Stock that we are offering will be decreased on a one-for-one basis. The Pre-Funded Warrants 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 Pre-Funded Warrants will trade on the NYSE American. This prospectus also relates to the shares of Common Stock issuable upon the exercise of the Pre-Funded Warrants.

Together with each share of Common Stock (or Pre-Funded Warrant) offered in this offering, we are also offering (i) two-year milestone warrants to purchase up to 17,479,373 shares of Common Stock (the “Two-Year Milestone Warrants”) and (ii) five-year milestone warrants to purchase up to 17,479,373 shares of Common Stock (the “Five-Year Milestone Warrants" and, together with the Two-Year Milestone Warrants, the “Milestone Warrants”; and the Milestone Warrants, together with the Pre-Funded Warrants, the “Warrants”), in each case representing warrant coverage equal to 100% of the aggregate number of shares of Common Stock and Pre-Funded Warrants sold in this offering (for a total of 200% warrant coverage). The Two-Year Milestone Warrant will be immediately exercisable upon issuance at an assumed exercise price of $0.7151 per share or $0.7150 per Pre-Funded Warrant (representing 100% of the assumed public offering price of $0.7151 per share, the last reported sale price of our common stock as reported on the NYSE American on July 2, 2026 (less the $0.0001 per share exercise price in the case of the Pre-Funded Warrant)) (or per Pre-Funded Warrant) and the Five-Year Milestone Warrant will be immediately exercisable upon issuance at an assumed exercise price of $0.8224 per share (representing 115% of the assumed public offering price). At the option of the holder, each Milestone Warrant may be exercised for either one share of Common 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 have received Type 2B meeting minutes from the U.S. Food and Drug Administration (“FDA”) 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 will expire on the earliest of (x) the fifth anniversary of the date of issuance and (y) 45 days following our public announcement of the initiation of a Phase 3 clinical equivalence trial of ABP-450 as a biosimilar to BOTOX®. The Milestone Warrants and the Pre-Funded Warrants that are issuable upon 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 Warrants will trade on the NYSE American. This prospectus also relates to the shares of Common Stock issuable upon the exercise of the Milestone Warrants. The Milestone Warrants and the Pre-Funded Warrants will be issued in accordance with, and subject to the terms of, a warrant agency agreement (the “Warrant Agency Agreement”) to be 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 2, 2026, the closing price of our Common Stock was $0.7151. There is no established trading market for the Warrants, and we do not expect a market to develop for any of them. We do not intend to apply for a listing of the Warrants on any securities exchange or other nationally recognized trading system. Without an active trading market, the liquidity of the Warrants will be limited.

All Common Stock and numbers are based on an assumed public offering price of $0.7151 per share, and $0.7150 per Pre-Funded Warrant. The actual public offering price per share and the actual public offering prices per Pre-Funded Warrant will be 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 the offering based on market conditions at the time of pricing, and may be at a discount to the current market price of our Common Stock. Therefore, the recent market price per share of Common Stock used throughout this prospectus as an assumed public offering price may not be indicative of the final offering price.

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INVESTING IN OUR SECURITIES INVOLVES A HIGH DEGREE OF RISK. THESE RISKS ARE DESCRIBED IN THE “RISK FACTORS” SECTION ON PAGE 9 OF THIS PROSPECTUS. YOU SHOULD ALSO CONSIDER THE RISK FACTORS DESCRIBED OR REFERRED TO IN ANY DOCUMENTS INCORPORATED BY REFERENCE IN THIS PROSPECTUS, AND IN ANY APPLICABLE PROSPECTUS SUPPLEMENT, BEFORE INVESTING IN THESE SECURITIES.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

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(1)

Assumes no exercise of the Representative’s over-allotment option described below. The Company has agreed to pay to the Underwriters in this offering (the “Underwriters”) an underwriting discount as follows (i) 7.0% of the gross proceeds of this offering up to and including $20,000,000 and (ii) 6.0% of the gross proceeds of this offering in excess of $20,000,000; provided, however, that with respect to proceeds raised from certain specified investors, the underwriting discount will be equal to 5.0% of gross proceeds. See “Underwriting” on page 31 for additional information regarding underwriting compensation.

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We have granted the Representative a 30-day option to purchase from us up to an additional 2,621,905 shares of Common Stock and/or Pre-Funded Warrants to purchase up to 2,621,905 shares of Common Stock (or any combination thereof), representing 15% of the total number of shares of Common Stock and Pre-Funded Warrants sold in this offering, solely to cover over-allotments, if any. The Representative may exercise the over-allotment option with respect to shares of Common Stock only, Pre-Funded Warrants only, or any combination thereof. Any Common Stock or Pre-Funded Warrants purchased pursuant to the over-allotment option will be accompanied by the corresponding Two-Year Milestone Warrants and Five-Year Milestone Warrants on the same 100% coverage basis as the Common Stock and Pre-Funded Warrants sold at closing. The purchase price to be paid per additional share of Common Stock or per additional Pre-Funded Warrant will be equal to the public offering price per share of Common Stock or per Pre-Funded Warrant, as applicable, less the underwriting discounts and commissions. If the Representative exercises the option in full for shares of Common Stock only, the additional underwriting discounts and commissions payable by us related to such exercise will be $131,249, and the additional proceeds to us related to such exercise, before expenses, will be $1,743,735.

Delivery of the securities offered hereby is expected to be made on or about , 2026 subject to satisfaction or waiver of customary closing conditions.

Sole Book-Runner

Lake Street

Lead Manager

Laidlaw & Company (UK) Ltd.

The date of this prospectus is , 2026