AEON Biopharma Biopharma reduces warrant exercise price

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").

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 Warrant¹. 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 exercise².

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 Amendment³. 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 outstanding⁴.

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 triggeri

Item 9.01.^{5 5}Financial Statements and Exhibits⁵.

(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)

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: November 3, 2026

By:

/s/ Robert Bancroft

Robert Bancroft

Chief Executive Officer

Element

Value dei:EntityCentralIndexKey

0001837607 dei:AmendmentFlag false