AEON Biopharma, Inc. 10-Q

Item 1. Financial Statements ​ AEON BIOPHARMA, INC. CONDENSED CONSOLIDATED BALANCE SHEET S (in thousands, except share data and par value amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ ​ 2025 2024 ​ ​ ​ (Unaudited) ​ ​ ​ ASSETS ​ ​ ​ Current assets: ​ ​ ​ Cash and cash equivalents ​ $ 10,446 ​ $ 13 ​ Prepaid expenses and other current assets ​ 1,875 ​ 1,577 ​ Total current assets ​ 12,321 ​ 1,590 ​ Property and equipment, net ​ 220 ​ 235 ​ Operating lease right-of-use asset ​ 1,229 ​ 1,288 ​ Other assets ​ 29 ​ 29 ​ Total assets ​ $ 13,799 ​ $ 3,142 ​ LIABILITIES AND STOCKHOLDERS' DEFICIT ​ ​ ​ Current liabilities: ​ ​ ​ Accounts payable ​ $ 2,437 ​ $ 5,910 ​ Accrued clinical trials expenses ​ 3,015 ​ 3,571 ​ Accrued compensation ​ 429 ​ 1,068 ​ Other accrued expenses ​ 2,759 ​ 3,600 ​ Total current liabilities ​ 8,640 ​ 14,149 ​ Convertible notes at fair value, including related party amount of $ 13,320 and $ 11,689 , at March 31, 2025 and December 31, 2024, respectively ​ 13,320 ​ 11,689 ​ Operating lease liability ​ 1,083 ​ 1,145 ​ Warrant liability ​ ​ 2,026 ​ ​ 1,187 ​ Contingent consideration liability ​ ​ 53 ​ ​ 3,541 ​ Total liabilities ​ 25,122 ​ 31,711 ​ 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, 2025 and December 31, 2024, and 10,538,615 and 555,511 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively ​ 9 ​ 4 ​ Additional paid-in capital ​ 411,170 ​ 403,024 ​ Accumulated deficit ​ ( 422,502 ) ​ ( 431,597 ) ​ Total stockholders' deficit ​ ( 11,323 ) ​ ( 28,569 ) ​ Total liabilities and stockholders' deficit ​ $ 13,799 ​ $ 3,142 ​ ​ ​ See accompanying notes to the condensed consolidated financial statements ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1 Table of Contents AEON BIOPHARMA, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (in thousands, except share and per share data) (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ March 31, ​ ​ 2025 2024 Operating expenses: ​ ​ ​ ​ Selling, general and administrative ​ $ 3,125 ​ $ 4,649 Research and development ​ 825 ​ 5,732 Change in fair value of contingent consideration ​ ( 3,488 ) ​ 63,769 Total operating costs and expenses ​ 462 ​ 74,150 Loss from operations ​ ( 462 ) ​ ( 74,150 ) Other income (loss): ​ ​ Change in fair value of convertible notes ​ ( 1,631 ) ​ ( 87 ) Change in fair value of warrants ​ 86,729 ​ ( 20,903 ) Loss on issuance of warrants ​ ​ ( 75,644 ) ​ ​ — Loss on embedded forward purchase agreements and derivative liabilities, net ​ ​ — ​ ​ ( 22,917 ) Other income, net ​ 103 ​ 39 Total other income (loss), net ​ 9,557 ​ ( 43,868 ) Income (loss) before taxes ​ 9,095 ​ ( 118,018 ) Income taxes ​ — ​ — Net income (loss) ​ $ 9,095 ​ $ ( 118,018 ) Basic and diluted net income (loss) per share ​ $ 2.28 ​ $ ( 227.87 ) Weighted average shares of common stock outstanding used to compute basic and diluted net income (loss) per share ​ ​ 3,984,876 ​ ​ 517,915 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ See accompanying notes to the condensed consolidated financial statements ​ 2 Table of Contents ​ AEON BIOPHARMA, INC. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT (in thousands, except share data) (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ ​ ​ ​ Total ​ ​ Common Stock ​ Paid-in ​ Subscription ​ Accumulated ​ Stockholders' ​ ​ Shares ​ Amount ​ Capital ​ Receivables ​ Deficit ​ Deficit Balance as of January 1, 2025 555,511 ​ $ 4 ​ $ 403,024 ​ $ — ​ $ ( 431,597 ) ​ $ ( 28,569 ) Net income — ​ — ​ — ​ — ​ 9,095 ​ 9,095 Issuance of shares and reclassification of liability related to cashless warrant exercises 9,983,104 ​ 5 ​ 6,417 ​ — ​ — ​ 6,422 Stock-based compensation expense ​ — ​ — ​ 1,729 ​ — ​ — ​ 1,729 Balance as of March 31, 2025 10,538,615 ​ $ 9 ​ $ 411,170 ​ $ — ​ $ ( 422,502 ) ​ $ ( 11,323 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance as of January 1, 2024 516,404 ​ $ 4 ​ $ 381,264 ​ $ ( 60,710 ) ​ $ ( 473,602 ) ​ $ ( 153,044 ) Net loss ​ — ​ — ​ — ​ — ​ ( 118,018 ) ​ ​ ( 118,018 ) Termination of Forward Purchase Agreements ​ — ​ — ​ — ​ 60,710 ​ — ​ ​ 60,710 Issuance of shares and reclassification of liability related to cashless warrant exercises ​ 13,374 ​ — ​ 10,350 ​ — ​ — ​ ​ 10,350 Stock-based compensation expense ​ — ​ — ​ 1,621 ​ — ​ — ​ ​ 1,621 Balance as of March 31, 2024 529,778 ​ $ 4 ​ $ 393,235 ​ $ — ​ $ ( 591,620 ) ​ $ ( 198,381 ) ​ ​ ​ ​ ​ See accompanying notes to the condensed consolidated financial statements ​ ​ 3 Table of Contents AEON BIOPHARMA, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands, except per share data) (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ March 31, ​ ​ 2025 ​ 2024 Cash flows from operating activities: ​ ​ ​ ​ ​ Net income (loss) ​ $ 9,095 ​ $ ( 118,018 ) Adjustments to reconcile net income (loss) to net cash used in operating activities: ​ ​ ​ ​ Depreciation ​ 19 ​ 25 Stock-based compensation expense ​ ​ 1,729 ​ 1,621 Loss on issuance of warrants ​ 75,644 ​ — Change in fair value of convertible notes ​ ​ 1,631 ​ 87 Change in fair value of warrants ​ ​ ( 86,729 ) ​ 20,903 Change in fair value of embedded forward purchase agreements and derivative liabilities ​ ​ — ​ 22,917 Change in fair value of contingent consideration ​ ( 3,488 ) ​ 63,769 Changes in operating assets and liabilities: ​ ​ ​ ​ ​ Prepaid expenses and other current assets ​ ( 298 ) ​ 124 Accounts payable ​ ( 3,473 ) ​ 3,136 Accrued expenses and other liabilities ​ ( 2,036 ) ​ ( 3,228 ) Other assets and liabilities ​ ( 3 ) ​ 64 Net cash used in operating activities ​ ( 7,909 ) ​ ( 8,600 ) Cash flows from investing activities: ​ ​ ​ Purchases of property and equipment ​ ( 4 ) ​ — Net cash used in investing activities ​ ( 4 ) ​ — Cash flows from financing activities: ​ ​ ​ Proceeds from issuance of convertible notes ​ — ​ 5,000 Proceeds from issuance of public offering shares, net ​ ​ 18,346 ​ ​ — Net cash provided by financing activities ​ 18,346 ​ 5,000 Net increase (decrease) in cash ​ 10,433 ​ ( 3,600 ) Cash and cash equivalents at beginning of period ​ 13 ​ 5,158 Cash and cash equivalents at end of period ​ $ 10,446 ​ $ 1,558 Supplemental disclosure of cash flow information: ​ ​ ​ Non-cash financing activities: ​ ​ ​ Cashless warrant exercises ​ $ 6,418 ​ $ — ​ ​ ​ ​ ​ ​ ​ See accompanying notes to the condensed consolidated financial statements ​ 4 Table of Contents AEON BIOPHARMA, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Note 1. Organization Description of Business AEON Biopharma, Inc. (“AEON” or the “Company”) is a biopharmaceutical company focused on developing its proprietary botulinum toxin complex, ABP-450 (prabotulinumtoxinA) injection (“ABP-450”), for debilitating medical conditions. The Company is headquartered in Irvine, California. On July 21, 2023 (the “Closing Date”), the Company completed the acquisition of AEON Biopharma Sub, Inc. (formerly known as AEON Biopharma, Inc.) (“Old AEON”) pursuant to the definitive agreement dated December 12, 2022 (the “Business Combination Agreement”), as amended April 27, 2023, by and among Priveterra Acquisition Corp. (“Priveterra”), Priveterra’s wholly-owned subsidiary, Priveterra Merger Sub, Inc., and Old AEON (the “Merger”). On the Closing Date, Old AEON merged with Priveterra Merger Sub, Inc., with Old AEON surviving the merger as a wholly-owned subsidiary of the Company. Also on the Closing Date, the Company changed its name from “Priveterra Acquisition Corp.” to “AEON Biopharma, Inc.” and is referred to herein as “AEON,” or the “Company.” The Company’s common stock is trading on NYSE American under the symbol “AEON.” Reverse Stock Split On February 24, 2025, following a Special Meeting of Shareholders, the board of directions of the Company (the “Board”) approved the filing of a Certificate of Amendment to the Certificate of Incorporation (the “Charter Amendment”) to effect a reverse stock split at a split ratio of 1 -for-72 (the “Reverse Stock Split”). As a result of the Reverse Stock Split, each 72 pre-split shares of Common Stock outstanding was automatically combined into one new share of Common Stock without any action on the part of the holders. The Reverse Stock Split affected all of the Company’s stockholders uniformly and did not affect any stockholder’s percentage ownership interests in the Company. No fractional shares were issued in connection with the Reverse Stock Split. In lieu of fractional shares, any person who would otherwise be entitled to a fractional share of Common Stock as a result of the reclassification and combination following the effective time of the Reverse Stock Split (after taking into account all fractional shares of Common Stock otherwise issuable to such holder) instead received a number of shares rounded up to the nearest whole share. Proportional adjustments were made to the number of shares of Common Stock issuable upon exercise or conversion of the Company’s outstanding equity awards and warrants, as well as the applicable exercise price, except in cases where the applicable agreement provides otherwise. All share and per share amounts in the accompanying condensed consolidated financial statements have been retroactively adjusted to reflect the Reverse Stock Split for all periods presented. Liquidity and Going Concern The accompanying condensed consolidated financial statements have been prepared on a basis that assumes the Company will continue as a going concern. The Company has experienced recurring losses from operations and has a net capital deficiency and negative cash flows from operations since its inception. As of March 31, 2025, the Company reported cash and cash equivalents of $ 10.4 million and an accumulated deficit of $ 422.5 million. The Company expects to incur losses and use cash in its operations for the foreseeable future. On May 3, 2024, the Company announced preliminary top-line results from its planned interim analysis of the Phase 2 trial with ABP-450 in the preventative treatment of chronic migraine, which did not meet the primary or secondary endpoints. The Company originally intended to pursue submission of an Original BLA seeking one or more potential therapeutic indications for ABP-450. However, in May 2024, the Company announced the discontinuation of its Phase 2 clinical trials for episodic and chronic migraine in order to implement certain cash preservation measures. On July 9, 2024, the Company announced a strategic reprioritization to pursue a Section 351(k) biosimilar regulatory pathway for ABP-450, using AbbVie Inc.’s product Botox as a proposed reference product. The Company held an initial meeting with the Food and Drug Administration (the “FDA”) in the third quarter of 2024 during which it aligned with the FDA on next steps to develop a Botox biosimilar. The Company commenced analytical studies in the fourth quarter of 2024 to prepare for a potential Biosimilar Biological Product Development (“BPD”) Type 2a meeting with the FDA to review the results from the studies in the second half of 2025. 5 Table of Contents On August 14, 2024, the Company entered into an “at-the-market” sales agreement with Leerink Partners LLC (“Leerink Partners”) relating to an at-the-market offering program (the “ATM”), pursuant to which the Company may offer and sell, from time to time at its sole discretion, shares of common stock, registered pursuant to a shelf registration statement on Form S-3 that the Securities and Exchange Commission (the “SEC”) declared effective on August 21, 2024, having aggregate gross proceeds of up to $ 50.0 million through Leerink Partners as sales agent. Under the ATM, Leerink Partners is entitled to commission at a rate equal to 3.0% of the gross proceeds from sales of shares of common stock under the ATM. As of March 31, 2025, the Company issued 2,241 shares under the ATM for net proceeds of approximately $ 0.2 million and approximately $ 49.8 million of common stock remains available to be sold under the ATM. The Company may cancel its at-the-market program at any time upon prior notice, pursuant to its terms. The commencement of studies, preparation for the potential BPD meeting and any further development of ABP-450 would require additional funding in the form of equity financings or debt. There can be no assurance that such efforts will be successful or that, in the event that they are successful, the terms and conditions of such financing will be commercially acceptable. Furthermore, the use of equity as a source of financing would dilute existing shareholders. The Company is actively attempting to secure additional capital to fund its operations. However, there can be no assurance that the Company will be able to raise additional capital on commercially reasonable terms or at all. As a result of these conditions, management has concluded that there is substantial doubt about the Company’s ability to continue as a going concern and to meet its obligations as they become due within one year after the date that these condensed consolidated financial statements are issued. The preparation of these condensed consolidated financial statements does not include any adjustments that may result from the outcome of this uncertainty. This basis of accounting contemplates the recovery of the Company ’ s assets and the satisfaction of the Company ’ s liabilities and commitments in the normal course of business and does not include any adjustments to reflect the possible future effects of the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. If the Company is unable to obtain adequate capital, it could be forced to cease operations. The Company’s future operations are highly dependent on a combination of factors, including (1) the success of its research and development programs; (2) the timely and successful completion of any additional financing; (3) the development of competitive therapies by other biotechnology and pharmaceutical companies; (4) the Company’s ability to manage growth of the organization; (5) the Company’s ability to protect its technology and products; and, ultimately (6) regulatory approval and successful commercialization and market acceptance of its product candidates. Note 2. Summary of Significant Accounting Policies Basis of Presentation 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. Unaudited Interim Financial Information The accompanying interim condensed consolidated balance sheets as of March 31, 2025, the condensed consolidated statements of operations and comprehensive income (loss), stockholders’ deficit and cash flows for the three months ended March 31, 2025 and March 31, 2024 and the related note disclosures are unaudited. The balance sheet information as of December 31, 2024 is derived from the audited financial statements. These unaudited interim financial statements have been prepared in accordance with U.S. GAAP and, in management’s opinion, on a basis consistent with the audited financial statements and reflect all adjustments which only include normal recurring adjustments necessary for the fair presentation of the Company’s financial position as of March 31, 2025 and its results of operations and comprehensive income (loss) and cash flows for the three months ended March 31, 2025 and March 31, 2024. The results for the three months ended March 31, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025 or any other interim period. 6 Table of Contents Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the financial statements and disclosures made in the accompanying notes. The Company’s most significant estimates relate to the research and development accruals, valuation of stock-based compensation, and the fair values of contingent consideration, forward purchase agreements, warrant liabilities, convertible notes, among others. Although the Company bases estimates on historical experience, knowledge of current events and actions it may undertake in the future, and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments over the carrying values of assets and liabilities, this process may result in actual results differing materially from those estimated amounts used in the preparation of the financial statements. Segment Reporting The Company determined that it operates and manages its business as one operating segment, focused on the research and development of ABP-450. The Company’s chief operating decision maker (“CODM”) is the Company’s Chief Executive Officer, who reviews its consolidated operating results for the purpose of assessing liquidity needs, allocating resources and evaluating financial performance. Asset information, including monitoring of its cash and cash equivalents, provided to the CODM is consistent with those reported on the condensed consolidated balance sheets. The key measure of the Company’s single segment profit and loss that the CODM uses to allocate resources and assess performance is the Company’s operating income (loss) as reported on the condensed consolidated statement of operations and comprehensive income (loss). The table below shows a reconciliation of the Company’s net income (loss), including the significant expense categories regularly provided to and reviewed by the CODM, as computed under U.S. GAAP to the Company’s total consolidated net income (loss) as reported in the condensed consolidated statement of operations: ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ March 31, ​ 2025 2024 ​ ​ ​ ​ Segment operating expenses: ​ ​ ​ ​ ​ Compensation and benefits $ 2,388 ​ $ 2,840 Professional and legal fees 1,215 ​ 2,544 Office and travel ​ 234 ​ ​ 380 Research and development 113 ​ 4,617 Total selling, general and administrative, and research and development 3,950 ​ 10,381 Change in fair value of contingent consideration ​ ( 3,488 ) ​ ​ 63,769 Total operating costs and expenses ​ 462 ​ ​ 74,150 Loss from operations ​ ( 462 ) ​ ​ ( 74,150 ) Other segment items: ​ Change in fair value of convertible notes ( 1,631 ) ​ ( 87 ) Change in fair value of warrants 86,729 ​ ( 20,903 ) Loss on issuance of warrants ​ ( 75,644 ) ​ ​ — Loss on embedded forward purchase agreements and derivative liabilities, net ​ — ​ ( 22,917 ) Other income, net 103 ​ 39 Total other segment items, net 9,557 ​ ( 43,868 ) Income (loss) before taxes 9,095 ​ ( 118,018 ) Income taxes — ​ — Segment net income (loss) $ 9,095 ​ $ ( 118,018 ) ​ Risk and Uncertainties The Company is subject to risks common to early-stage companies in the pharmaceutical industry including, but not limited to, dependency on the clinical and commercial success of its current and any future product candidates, ability to obtain regulatory 7 Table of Contents approval of its current and any future product candidates, the need for substantial additional financing to achieve its goals, uncertainty of broad adoption of its approved products, if any, by physicians and patients and significant competition. The Company relies on Daewoong Pharmaceutical Co., Ltd. (“Daewoong”), a South Korean pharmaceutical manufacturer, as an exclusive and sole supplier to manufacture the Company’s source material for product candidates. Any termination or loss of significant rights, including exclusivity, under the Company’s license and supply agreement with Daewoong (the “Daewoong Agreement”) would materially and adversely affect the Company’s commercialization of its products. See Note 6 Commitments and Contingencies for a discussion of the Daewoong Agreement. Property and Equipment Property and equipment are carried at cost less accumulated depreciation and amortization. The cost of property and equipment is depreciated over the estimated useful lives of the respective assets. The Company’s furniture and fixtures are depreciated on a straight-line basis over a period of seven years . Equipment is depreciated over a useful life of five years . Leasehold improvements are amortized over the lesser of the estimated useful life of the asset or the related lease term. Property and equipment, net, as of March 31, 2025 (unaudited) and December 31, 2024 are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ ​ December 31, ​ ​ 2025 ​ 2024 ​ Furniture and fixtures ​ $ 199 ​ ​ $ 199 ​ Equipment ​ 241 ​ ​ 237 ​ Leasehold improvements ​ 66 ​ ​ 66 ​ Property and equipment ​ 506 ​ ​ 502 ​ Accumulated depreciation ​ ( 286 ) ​ ​ ( 267 ) ​ Property and equipment, net ​ $ 220 ​ ​ $ 235 ​ ​ Other Accrued Expenses Other accrued expenses were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ ​ ​ December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ Legal expenses ​ $ 1,725 ​ ​ $ 2,455 ​ Excise tax liability ​ ​ 569 ​ ​ ​ 569 ​ Operating lease liability - short term portion ​ ​ 197 ​ ​ ​ 121 ​ Daewoong vial usage ​ ​ 228 ​ ​ ​ — ​ Remaining other accrued expenses ​ ​ 40 ​ ​ ​ 455 ​ Total other accrued expenses ​ $ 2,759 ​ $ 3,600 ​ ​ Convertible Notes The Company elected to account for its convertible notes at fair value at inception and at each subsequent reporting date. Subsequent changes in fair value are recorded as a component of non-operating income (loss) in the condensed consolidated statements of operations or as a component of other comprehensive income (loss) for changes related to instrument-specific credit risk. As a result of electing the fair value option, direct costs and fees related to the convertible notes are expensed as incurred. Contingent Consideration The Company accounts for its contingent consideration as either equity-classified or liability-classified instruments based on an assessment of the Contingent Consideration Shares specific terms (as further defined in Note 5 Fair Value Measurements ) and applicable authoritative guidance in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 8 Table of Contents 480, Distinguishing Liabilities from Equity (“ASC 480”) and Derivatives and Hedging (“ASC 815”). Based on the appropriate guidance, the Company determined that the Contingent Consideration would be classified as a liability on the condensed consolidated balance sheets and remeasured at each reporting period with changes to fair value recorded to the condensed consolidated statements of operations and comprehensive income (loss). Forward Purchase Agreements Based on the applicable guidance in ASC 480, ASC 815, Equity (“ASC 505”) and Staff Accounting Bulletin Topic 4.E, Receivables from Sale of Stock (“SAB 4E”), the Company had determined that each of its forward purchase agreements was a freestanding hybrid financial instrument comprising a subscription receivable and embedded features, which were bifurcated and accounted for separately as derivative instruments. The Company recorded the derivatives as liabilities and measured them at fair value each reporting period. For more information, see Note 5 Fair Value Measurement . Subsequent changes in the bifurcated derivatives were recorded in the condensed consolidated statements of operations and comprehensive income (loss). The forward purchase agreements were terminated in March 2024, and the loss related to the termination was recorded to the condensed consolidated statement of operations and comprehensive income (loss). Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the warrants are freestanding financial instruments and meet all of the requirements for equity classification, including whether the warrants are indexed to the Company’s own shares of common stock, among other conditions for equity classification. This assessment is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter until settlement. Changes in the estimated fair value of the warrants are recognized in the condensed consolidated statements of operations and comprehensive income (loss). Fair Value of Financial Instruments Fair value is defined as the exchange price that would be received for an asset or an exit price paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Fair value measurements are based on a three-tiered valuation hierarchy, which is classified and disclosed by the Company in one of the three categories as follows: · Level 1 — Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; · Level 2 — Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities in active markets; quoted prices in markets that are not active; or other inputs that are observable, either directly or indirectly, or can be corroborated by observable market data for substantially the full term of the asset or liability; and · Level 3 — Prices or valuation techniques that require unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. 9 Table of Contents Leases The Company determines whether a contract is, or contains, a lease at inception. Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset during the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at lease commencement based upon the estimated present value of unpaid lease payments over the lease term using the Company’s incremental borrowing rate applicable to the underlying asset unless the implicit rate is readily determinable. The Company determines the lease term as the noncancellable period of the lease, and may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Leases with a term of 12 months or less are not recognized on the balance sheets. Research and Development Expenses Research and development costs are expensed as incurred. Research and development expenses consist primarily of costs associated with clinical studies including clinical trial design, clinical site reimbursement, data management, travel expenses and the cost of products used for clinical trials and internal and external costs associated with the Company’s regulatory compliance and quality assurance functions, including the costs of outside consultants and contractors that assist in the process of submitting and maintaining regulatory filings, and overhead costs. Additionally, research and development expenses include employee compensation, including stock-based compensation, supplies, consulting, prototyping, testing, materials, travel expenses and an allocation of facility overhead expenses. Costs incurred in obtaining technology licenses are charged to acquired in-process research and development (“IPR&D”) if the technology licensed has not reached technological feasibility and has no alternative future use. The Company accrues the expenses for its clinical trial activities performed by third parties, including clinical research organizations and other service providers, based upon estimates of the work completed over the life of the individual study in accordance with associated agreements. The Company determines these estimates through discussion with internal personnel and outside service providers as to progress or stage of completion of trials or services pursuant to contracts with clinical research organizations and other service providers and the agreed-upon fee to be paid for such services. Payments made to outside service providers in advance of the performance of the related services are recorded as prepaid expenses and other current assets until the services are rendered. There have been no material adjustments to the Company’s estimates for clinical trial expenses through March 31, 2025. Stock-Based Compensation The Company recognizes compensation expense for all share-based awards. The Company accounts for stock-based compensation as measured at grant date, based on the fair value of the award. The Company measures the fair value of awards granted using the Black-Scholes option pricing model, which requires the input of subjective assumptions, including the estimated fair value of common stock, the expected volatility of the Company’s common stock, expected risk-free interest rate, and the option’s expected life. The Company also evaluates the impact of modifications made to the original terms of equity awards when they occur. The fair value of equity awards that are expected to vest is amortized on a straight-line basis over the requisite service period. Stock-based compensation expense is recognized net of actual forfeitures when they occur, as an increase to additional paid-in capital in the condensed consolidated balance sheets and in selling, general and administrative or research and development expenses in the condensed consolidated statements of operations and comprehensive income (loss). All stock-based compensation costs are recorded in the condensed consolidated statements of operations and comprehensive income (loss) based upon the underlying employee’s role within the Company. 10 Table of Contents Net income (loss) Per Share The Company only has one class of shares. Basic net income (loss) per share is computed by dividing the net income (loss) by the weighted average number of shares of common stock outstanding during the period, without consideration for potentially dilutive shares of common stock. Diluted net income (loss) per share is computed by dividing the net income (loss) by the weighted-average shares of common stock and potentially dilutive securities outstanding during the period using the treasury stock and if-converted methods, unless their inclusion would have been anti-dilutive. For purposes of the diluted net loss per share calculation, warrants, convertible notes and common stock options were considered as potentially dilutive securities. For the three months ended March 31, 2025, there were no dilutive shares. For the three months ended March 31, 2024, since the Company was in a loss position, basic net loss per share is the same as diluted net loss per share as the inclusion of all potentially dilutive shares of common stock was anti-dilutive. Basic and diluted net income (loss) per share for three months ended March 31, 2025 and March 31, 2024 were calculated as follows (in thousands, except share and per share amounts) (unaudited): ​ ​ ​ ​ ​ Three months ended March 31, 2025 ​ Net income $ 9,095 Weighted average shares of common stock outstanding, basic and diluted ​ 3,984,876 Net income per share, basic and diluted $ 2.28 ​ ​ ​ ​ ​ Three months ended March 31, 2024 ​ Net loss $ ( 118,018 ) Weighted average shares of common stock outstanding, basic and diluted ​ 517,915 Net loss per share, basic and diluted $ ( 227.87 ) ​ The following potentially dilutive securities outstanding have been excluded from the computation of diluted weighted average shares outstanding because such securities have an anti-dilutive impact (unaudited): ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ ​ March 31, ​ ​ ​ 2025 ​ 2024 ​ Warrants ​ 4,043,382 ​ 114,946 ​ Contingent consideration ​ — ​ 222,223 ​ Common stock options and restricted stock units 124,584 76,939 ​ Convertible notes ​ 399,128 ​ — ​ ​ 4,567,094 414,108 ​ ​ Contingencies The Company may be, from time to time, a party to various disputes and claims arising from normal business activities. The Company continually assesses litigation to determine if an unfavorable outcome would lead to a probable loss or reasonably possible loss which could be estimated. The Company accrues for all contingencies at the earliest date at which the Company deems it probable that a liability has been incurred and the amount of such liability can be reasonably estimated. If the estimate of a probable loss is a range and no amount within the range is more likely than another, the Company accrues the minimum of the range. In the cases where the Company believes that a reasonably possible loss exists, the Company discloses the facts and circumstances of the litigation, including an estimable range, if possible. Recent Accounting Pronouncements Accounting Pronouncements Not Yet Adopted In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures . This update requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income 11 Table of Contents taxes paid. ASU 2023-09 is effective for public entities with annual periods beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of this guidance on its condensed consolidated financial statements. In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses , which is intended to improve financial reporting by requiring disaggregated disclosure of certain costs and expenses. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026 and for interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted, and may be applied on either a prospective or retrospective basis. The Company is currently evaluating the impact of this guidance on its condensed consolidated financial statements. Note 3. Daewoong Convertible Notes On March 19, 2024, the Company entered into a subscription agreement with Daewoong (the “Subscription Agreement”) relating to the sale and issuance by the Company of senior secured convertible notes (each, a “2024 Convertible Note” and together, the “2024 Convertible Notes”) in the principal amount of up to $ 15.0 million, which are convertible into shares of the Company’s common stock, subject to certain conditions and limitations set forth in each Convertible Note. Each Convertible Note contains customary events of default, accrues interest at an annual rate of 15.79 % and has a maturity date that is three years from the funding date, unless earlier repurchased, converted or redeemed in accordance with its terms prior to such date. The Company will use the net proceeds from each Convertible Note to support the late-stage clinical development of its lead product candidate ABP-450 and for general working capital purposes. Pursuant to the terms of the Subscription Agreement, on March 24, 2024, the Company issued and sold to Daewoong one Convertible Note in the principal amount of $ 5.0 million, and on April 12, 2024, the Company issued and sold to Daewoong one Convertible Note in the principal amount of $ 10.0 million. ​ On March 19, 2024, the Company entered into a Fourth Amendment to the License Agreement (the “License Agreement Amendment”) with Daewoong, which amends that certain License and Supply Agreement, by and between the Company and Daewoong, dated December 20, 2019, as previously amended on July 29, 2022, January 8, 2023 and April 24, 2023 (the “License Agreement”). Pursuant to the terms of the License Agreement Amendment, the License Agreement will terminate if, over any six month period, (a) the Company ceases to commercialize ABP-450 in certain territories specified in the License Agreement and (b) the Company ceases to advance any clinical studies of ABP-450 in such territories. The License Agreement Amendment also provides that, in the event that the License Agreement is terminated for the foregoing reasons, Daewoong will have the right to purchase all Know-How (as defined in the License Agreement) related to ABP-450 for a price of $ 1.00 (the “Termination Purchase Right”). The Termination Purchase Right will terminate and expire upon Daewoong’s sale of 50 % of its common stock, including common stock held by its affiliates and common stock that would be issued upon an Automatic Conversion or Optional Conversion (as defined in the Convertible Notes). ​ Due to certain embedded features within the convertible notes, the Company elected the fair value option to account for its convertible notes, including any paid-in-kind principal and interest, and the embedded features. For more information on fair value of convertible notes, see Note 5 Fair Value Measurements . ​ During the three months ended March 31, 2025 and March 31, 2024, the Company recognized $ 1.6 million and $ 0.1 million, respectively, of expense related to the increase in the fair value of the 2024 Daewoong Convertible Notes. As of March 31, 2025 and December 31, 2024, the principal amount outstanding under the 2024 Daewoong Convertible Note was $ 15.0 million, with an estimated fair value inclusive of accrued interest of $ 13.3 million and $ 11.7 million, respectively. ​ Note 4. Public Offering ​ On January 6, 2025, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Aegis Capital Corp. (“Aegis” or the “Underwriter”) pursuant to which the Company agreed to sell and issue, in an underwritten public offering (the “Offering”) 555,571 Common Units, each consisting of (i) one (1) share of Common Stock, (ii) one (1) Series A Registered Common Warrant to purchase one (1) share of Common Stock per warrant (the “Series A Warrants”) at an exercise price of $ 45.00 (the “Exercise Price”) and (iii) one (1) Series B Registered Common Warrant to purchase one (1) share of Common Stock per warrant (the “Series B Warrants” and together with the Series A Warrants, the “Warrants”) at an Exercise Price of $ 45.00 . ​ The Offering was made pursuant to that certain Registration Statement on Form S-3, as amended (File No. 333-281562), which was originally filed on August 15, 2024, and declared effective by the Securities and Exchange Commission on August 21, 2024, including 12 Table of Contents the Prospectus contained therein and a prospectus supplement dated January 6, 2025, filed with the Securities and Exchange Commission on January 7, 2025. ​ The closing of the Offering occurred on January 7, 2025. The Company received net proceeds of approximately $ 18.3 million from the Offering, after deducting the offering expenses payable by the Company, including the Underwriter’s fees and expenses. The Company intends to use the net proceeds from the Offering for general corporate purposes, including working capital. ​ The Series A Warrants will be exercisable beginning on the date of approval by stockholders of the Company (the “Stockholder Approval Date” or the “Initial Exercise Date”), and will expire on the sixty (60) month anniversary of the Initial Exercise Date (the “Series A Warrants Termination Date”). The Series B Warrants will be exercisable beginning on the Initial Exercise Date and will expire on the thirty (30) month anniversary of the Initial Exercise Date. ​ Upon issuance, the Warrants have an initial exercise price of $ 45.00 , which will be reset on the eleventh trading date after the Stockholder Approval Date (the “Reset Date”). Prior to the Stockholder Approval Date, the Warrants had a floor price of $ 20.23 , and following stockholder approval, the Warrants will have a floor price of $ 8.06 . The reset price would be the greater of (i) the lowest single trading day volume-weighted average price (“VWAP”) of the Company’s common stock during the reset period and (ii) the floor price, as defined in the agreement. ​ Additionally, the Company granted Aegis a 45 -day option to purchase additional shares of Common Stock and/or Warrants of (i) up to 15.0 % of the number of shares of Common Stock sold in the offering, (ii) up to 15.0 % of the number of Series A Warrants sold in the offering and (iii) up to 15.0 % of the number of Series B Warrants sold in the offering. The purchase price per additional share of Common Stock is equal to the public offering price of one Common Unit (less $0.01 allocated to each full Warrant), less the underwriting discount. The purchase price per additional Warrant is $ 0.01 . On January 7, 2025, Aegis exercised its over-allotment option with respect to 83,334 Series A Warrants and 83,334 Series B Warrants. ​ The holders of Series A Warrants can effect a cashless exercise if there is no effective registration statement at the time of exercise. The number of common shares to be issued would be calculated as VWAP minus exercise price of the Series A Warrants multiplied by the number Series A Warrants to be cashlessly exercised. ​ The holders of Series B Warrants may effect an alternative cashless exercise whether or not an effective registration statement is available for the issuance of shares. In such event, the number of shares to be issued would be calculated as the number of Series B Warrants to be cashlessly exercised multiplied by a factor of 3.0 . ​ On February 24, 2025, the Company held a special stockholder meeting, at which stockholders voted, among other matters, to authorize Stockholder Approval of the Warrants within the context of the agreements for such Warrants. As such, as of February 24, 2025, the Warrants became exercisable. The stock price on the Reset Date was below the floor price following the Stockholder Approval Date, and as such, the exercise price was reset to $ 8.06 . ​ During the three months ended March 31, 2025, certain holders of the Series B Warrants exercised 3,142,511 Series B Warrants in accordance with the alternative cashless exercise provision in the Series B Warrants, resulting in the issuance of 9,427,533 shares of Common Stock of the Company. The fair value of the warrants exercised on the respective exercise dates for the three months ended March 31, 2025 was $ 6.4 million. There were no Series A Warrants exercised during the three months ended March 31, 2025. As of March 31, 2025, there were 3,565,245 and 422,734 units of Series A and Series B warrants outstanding, respectively. ​ On the date of issuance, the Company recognized a loss on issuance of Warrants of $ 75.6 million, which reflects the fair value of the warrants in excess of the proceeds received. For the three months ended March 31, 2025, the Company recognized $ 19.4 million and $ 7.9 million of income related to the change in fair value of the remaining outstanding Series A and Series Warrants, respectively. Refer to Note 5 Fair Value Measurements for additional information. ​ 13 Table of Contents Note 5. Fair Value Measurements The Company measures fair value based on the prices that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The carrying value of cash and cash equivalents, accounts payable and accrued liabilities approximate fair value because of the short-term nature of those instruments. The following are other financial assets and liabilities that are measured at fair value on a recurring basis. Convertible Notes at Fair Value Due to certain embedded features within the convertible notes, the Company elected the fair value option to account for its convertible notes, including any paid-in-kind principal and interest, and the embedded features. For more information on convertible notes, see Note 3 Daewoong Convertible Notes . The fair value of the convertible notes was determined based on Level 3 inputs using a scenario-based analysis that estimated the fair value of the convertible notes based on the probability-weighted present value of expected future investment returns, considering each of the possible outcomes available to the noteholders, including various qualified financings, corporate transaction and dissolution scenarios. The significant unobservable input assumptions that can significantly change the fair value included (i) the weighted average cost of capital, (ii) the timing of payments, (iii) the discount for lack of marketability, and (iv) the probability of certain corporate scenarios. During the three months ended March 31, 2025 and March 31, 2024, the Company utilized discount rates ranging from 15 % to 60 %, reflecting changes in the Company’s risk profile, time-to-maturity probability, and key terms when modified to the convertible notes. Termination of Forward Purchase Agreements On March 18, 2024, the Company and ACM ARRT J LLC (“ACM”) entered into a termination agreement (the “ACM Termination Agreement”) terminating that certain Forward Purchase Agreement, dated June 29, 2023, by and among the Company and ACM (the “ACM FPA”). The ACM Termination Agreement provides that ACM will retain 43,056 previously issued shares of common stock held by ACM pursuant to the ACM FPA and its respective subscription agreement (the “ACM Retained Shares”). ACM did not pay any cash to the Company for the ACM Retained Shares and retained all portions of the Prepayment Amount associated with the ACM Retained Shares. ​ On March 18, 2024, the Company and Polar Multi-Strategy Fund (“Polar”) entered into a termination agreement (the “Polar Termination Agreement”) terminating that certain Forward Purchase Agreement, dated June 29, 2023, by and among the Company and Polar (the “Polar FPA”). The Polar Termination Agreement provides that Polar will retain 44,098 previously issued shares of common stock held by Polar pursuant to the Polar FPA and its respective subscription agreement (the “Polar Retained Shares”). Polar did not pay any cash to the Company for the Polar Retained Shares and retained all portions of the Prepayment Amount associated with the Polar Retained Shares. ​ As a result of the ACM Termination Agreement and Polar Termination Agreement, the Company recorded a charge to the condensed consolidated statement of operations of $ 20.3 million during the three months ended March 31, 2024 to reverse the related subscription receivable and derivative liability on the accompanying condensed consolidated balance sheet. ​ In connection with the negotiation of the Forward Purchase Agreements (and FPA Termination Agreements) and related subscription agreements, J.V.B. Financial Group, LLC, acting through its Cohen & Company Capital Markets division (“CCM”), provided certain consulting services, initially to Priveterra and subsequently to AEON, pursuant to an engagement letter, by and between the Company and CCM, dated July 27, 2023 and amended July 1, 2024 (the “CCM Engagement Letter”). On July 5, 2024, pursuant to the CCM Engagement Letter, the Company issued 5,556 shares of the Company’s common stock to CCM. ​ Contingent Consideration and Contingent Founder Shares As part of the Business Combination Agreement, certain Founder Shares and Participating Stockholders shares (together, “Contingent Consideration Shares”), as further discussed below, contain certain contingent provisions. 14 Table of Contents On April 27, 2023, concurrently with the amendment of the Business Combination Agreement, Priveterra amended the Sponsor Support Agreement to include restriction and forfeiture provisions related to the Founder Shares. In addition, following the Closing, certain AEON stockholders will be issued up to 222,653 additional shares of common stock. Pursuant to the terms of the amended Sponsor Support Agreement, effective immediately after the Closing, 50 % of the Founder Shares (i.e., 47,921 Founder Shares) (the “Contingent Founder Shares”) were unvested and subject to the restrictions and forfeiture provisions set forth in this Sponsor Support Agreement. The remaining 50 % of the Founder Shares are not subject to such restrictions and forfeiture provisions. The Contingent Founder Shares shall vest, and shall become free of the provisions as follows: ● 13,890 of the Contingent Founder Shares (the “Migraine Phase 3 Contingent Founder Shares”) shall vest upon the achievement of the conditions for the issuance of the Migraine Phase 3 Contingent Consideration Shares on or prior to the Migraine Phase 3 Outside Date; ● 13,890 of the Contingent Founder Shares (the “CD BLA Contingent Founder Shares”) shall vest upon the achievement of the conditions for the issuance of the CD BLA Contingent Consideration Shares on or prior to the CD BLA Outside Date; and ● 20,141 of the Contingent Founder Shares (the “Episodic/Chronic Migraine Contingent Founder Shares”) shall vest upon the earlier of (x) the achievement of the conditions for the issuance of the Episodic Migraine Contingent Consideration Shares on or before the Episodic Migraine Outside Date and (y) the achievement of the conditions for the issuance of the Chronic Migraine Contingent Consideration Shares on or before the Chronic Migraine Outside Date. The Sponsor has agreed not to vote the Contingent Founder Shares during any period of time that such Contingent Founder Shares are subject to vesting. Following the Closing, in addition to the consideration received at the Closing and as part of the overall consideration paid in connection with the Merger, certain holders of common stock in Old AEON (the “Participating AEON Stockholders”) will be issued a portion of up to 222,653 additional shares of common stock, as follows: ● 13,996 shares of common stock, in the aggregate, if, on or before June 30, 2025 (as it may be extended, the “Migraine Phase 3 Outside Date”), the Company shall have commenced a Phase 3 clinical study for the treatment of chronic migraine or episodic migraine, which Phase 3 clinical study will have been deemed to commence upon the first subject having received a dose of any product candidate that is being researched, tested, developed or manufactured by or on behalf of the Company or any of its subsidiaries (any such product candidate, a “Company Product”) in connection with such Phase 3 clinical study (such 13,996 shares of common stock, the “Migraine Phase 3 Contingent Consideration Shares”); and ● 55,659 shares of common stock, in the aggregate, if, on or before November 30, 2026 (as it may be extended, the “CD BLA Outside Date”), the Company shall have received from the FDA acceptance for review of the BLA submitted by the Company for the treatment of cervical dystonia (such 55,659 shares of common stock, the “CD BLA Contingent Consideration Shares”); ● 55,659 shares of common stock, in the aggregate, if, on or before June 30, 2029 (as it may be extended, the “Episodic Migraine Outside Date”), the Company shall have received from the FDA acceptance for review of the BLA submitted by the Company for the treatment of episodic migraine (such 55,659 shares of common stock, the “Episodic Migraine Contingent Consideration Shares”); provided that in the event the satisfaction of the conditions for the issuance of the Episodic Migraine Contingent Consideration Shares occurs prior to the satisfaction of the conditions for the issuance of the Chronic Migraine Contingent Consideration Shares, then the number of Episodic Migraine Contingent Consideration Shares shall be increased to 152,998 shares of common stock; and ● 97,339 shares of common stock, in the aggregate, if, on or before June 30, 2028 (as it may be extended, the “Chronic Migraine Outside Date”, and together with the Migraine Phase 3 Outside Date, the CD BLA Outside Date and the Episodic Migraine Outside Date, the “Outside Dates”), the Company shall have received from the 15 Table of Contents FDA acceptance for review of the BLA submitted by AEON for the treatment of chronic migraine (such 97,339 shares of common stock, the “Chronic Migraine Contingent Consideration Shares”); provided that in the event that the number of Episodic Migraine Contingent Consideration Shares is increased to 152,998 , then the number of Chronic Migraine Contingent Consideration Shares shall be decreased to zero and no Contingent Consideration Shares will be issued in connection with the satisfaction of the conditions to the issuance of the Chronic Migraine Contingent Consideration Shares. ● In the event that the Company licenses any of its products (except in connection with migraine or cervical dystonia indications) to a third-party licensor for distribution in the U.S. market (a “Qualifying License”) prior to the satisfaction of (x) the conditions for the issuance of the Episodic Migraine Contingent Consideration Shares and (y) the conditions for the issuance of the Chronic Migraine Contingent Consideration Shares, then upon the entry of AEON into such Qualifying License, 27,992 shares of common stock shall become due and payable to Participating Stockholders and the number of Episodic Migraine Contingent Consideration Shares and (A) the number of Episodic Migraine Contingent Consideration Shares shall be reduced by 13,996 or by 27,992 and (B) the number of Chronic Migraine Contingent Consideration Shares shall be reduced by 13,996 , but not below zero . The Company classifies the Contingent Consideration as a liability on the condensed consolidated balance sheets and remeasures at each reporting period with changes to fair value recorded to the condensed consolidated statements of operations and comprehensive income (loss). The Company utilized the Probability-Weighted Expected Return Method (PWERM) model to value the contingent consideration based on earnout milestones, probability of forfeiture and success scenarios. For the three months ended March 31, 2025 and March 31, 2024, the Company recognized a gain of $ 3.5 million and a loss of $ 63.8 million, respectively, related to the change in fair value of contingent consideration on the condensed consolidated statements of operations and comprehensive income (loss), and relates to the change in probabilities of achieving certain scenarios prior to and following the clinical results released in the second quarter of 2024 and changes in the Company’s stock price during the period. As of March 31, 2025 and December 31, 2024, the contingent consideration liability was $ 0.1 million and $ 3.5 million, respectively. Warrants Public and Private Placement Warrants related to the Closing Upon the Closing, 201,112 warrants, consisting of 127,788 public warrants sold in Priveterra’s initial public offering and 73,334 warrants issued in a concurrent private placement, were outstanding. The terms of the warrants are governed by a Warrant Agreement dated February 8, 2021 between the Company (then known as Priveterra Acquisition Corp.) and Continental Stock Transfer & Trust Company (the “Warrant Agreement”). Public warrants related to the Closing Each whole public warrant entitles the holder to purchase one share of the Company’s common stock at a price of $ 828.00 per share. The public warrants became exercisable 30 days after the completion of the Merger, and will expire at 5:00 p.m., New York City time, on July 21, 2028, the five-year anniversary of the completion of the Merger, or earlier upon redemption or liquidation. Warrant holders may, until such time as there is an effective registration statement and during any period when the Company has failed to maintain an effective registration statement covering the shares of the Company’s common stock issuable upon exercise of the warrants, exercise warrants on a “cashless” basis” in accordance with Section 3(a)(9) of the Securities Act or another exception. When exercised on a cashless basis, the number of shares received per warrant is capped at 1 .0. The Company may call the public warrants for redemption for cash: ● in whole and not in part; ● at a price of $ 0.72 per warrant; ● upon not less than 30 days ’ prior written notice of redemption to each warrant holder (the “ 30-day redemption period”); ● if, and only if, there is an effective registration statement under the Securities Act of 1933 covering the issuance of the shares of common stock issuable upon exercise of the warrants, and a current prospectus relating thereto, available through the 30-day redemption period; and 16 Table of Contents ● if, and only if, the closing price of the Company's common stock equals or exceeds $ 1,296.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 -trading day period ending three business days before the Company sends to the notice of redemption to the warrant holders. ​ The Company may also call the public warrants for redemption: ● in whole and not in part; ● at $ 7.20 per warrant upon a minimum of 30 days ’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares to be determined by reference to a table in the Warrant Agreement, based on the redemption date and the “fair market value” (as defined in the Warrant Agreement) of common stock except as otherwise described below; and ● if, and only if, the closing price of the Company’s common stock equals or exceeds $ 720.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 -trading day period ending three business days before the Company sends to the notice of redemption to the warrant holders. On March 29, 2024, the Company delivered notice of redemptions to warrant holders with a redemption date of April 29, 2024 for a cashless redemption of the Company’s outstanding public warrants. The number of shares of common stock that each exercising warrant holder received by virtue of the cashless exercise (instead of paying the $ 11.50 per Public Warrant cash exercise price) was calculated in accordance with the terms of the Warrant Agreement. Any remaining unexercised public warrants on the redemption date were cancelled and the public warrant holders received the redemption price of $ 0.10 for each public warrant. The Company paid $ 21 thousand in April 2024 related to the cancellation of the remaining 2,881 public warrants on the redemption date. Private placement warrants related to the Closing Each private placement warrant was identical to the public warrants initially sold by Priveterra in the IPO, except that the private placement warrants, so long as they are held by the Sponsor or its permitted transferees, (i) will not be redeemable by the Company and (ii) may be exercised by the holders on a cashless basis. Warrant exercises for Warrants related to the Closing There were no warrants related to the Closing exercised during the three months ended March 31, 2025. During the three months ended March 31, 2024, there were 86,164 warrants exercised on a cashless basis for 13,374 shares of common stock, with an impact to additional paid in capital of $ 10.4 million. A summary of activity for the Company’s issued and outstanding public and private warrants related to the Closing for the three months ended March 31, 2025 and March 31, 2024 is as follows (unaudited): ​ ​ ​ ​ ​ ​ ​ Public ​ Private ​ ​ ​ ​ ​ Issued and Outstanding, January 1, 2025 ​ - ​ 55,403 Number of warrants issued ​ - ​ - Number of warrants exercised ​ - ​ - Number of warrants cancelled ​ - ​ - Issued and Outstanding, March 31, 2025 ​ - ​ 55,403 ​ ​ ​ ​ ​ Issued and Outstanding, January 1, 2024 ​ 127,778 ​ 73,334 Number of warrants exercised ​ ( 68,233 ) ​ ( 17,931 ) Number of warrants cancelled ​ - ​ - Issued and Outstanding, March 31, 2024 ​ 59,545 ​ 55,403 The private warrants are accounted for as a liability with changes in the fair value recorded to the condensed consolidated statement of operations. The Company utilized the Black-Scholes option pricing model (Level 3), which requires the input of subjective assumptions, including the Company’s stock price, expected volatility of the Company’s common stock, expected risk-free interest rate, and the option’s expected remaining life. The fair value of the warrants at March 31, 2025 and December 31, 2024 were 17 Table of Contents de minimus and $ 1.2 million, respectively. For the three months ended March 31, 2025 and March 31, 2024, the Company recorded $ 1.2 million and $( 20.9 ) million, respectively, related to the income (expense) from the change in fair value of warrants. Series A and Series B Warrants The measurement of fair value of the Series A and Series B warrants were determined utilizing a Monte-Carlo simulation considering all relevant assumptions at the date of issuance of January 7, 2025 and at March 31, 2025. The fair value on grant date will be recorded as a liability on the condensed consolidated balance sheets and changes in fair value will be recognized at each reporting period on the condensed consolidated statement of operations. ​ The table below summarizes the significant assumptions (unaudited): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ January 7 ​ 2025 ​ 2025 ​ ​ Series A ​ ​ Series B ​ ​ Series A ​ ​ Series B ​ ​ (Level 3) ​ ​ (Level 3) ​ ​ (Level 3) ​ ​ (Level 3) Stock Price $ 0.58 ​ $ 0.58 ​ $ 15.91 ​ $ 15.91 Exercise Price ​ 8.06 ​ ​ 8.06 ​ ​ 45.00 ​ ​ 45.00 Expected volatility 136.00 % ​ ​ 210.00 % ​ 99.00 % ​ ​ 130.00 % Risk-free interest rate 4.00 % ​ ​ 3.90 % ​ 4.36 % ​ ​ 4.22 % Expected life (in years) 4.77 ​ ​ 2.27 ​ 5.00 ​ ​ 2.50 Expected dividend yield — ​ ​ — ​ — ​ ​ — ​ ​ The grant date fair values for these warrants were $ 94.0 million, comprised of $ 20.7 million and $ 73.3 million for Series A and Series B Warrants, respectively, on January 7, 2025 and was recorded as a liability as of the grant date due to certain exercise price adjustment provisions occurring in connection with future events. Proceeds were allocated to the warrant liability based on the fair value as of grant date of the warrants of $ 94.0 million. As the fair value of the warrants issued were greater than the proceeds received, the Company recognized a loss on issuance of common shares and the warrants of $ 75.6 million. ​ For the three months ended March 31, 2025, there were $ 6.4 million of Series B Warrants cashlessly exercised for 9,427,533 shares of common stock, representing 3,142,511 Series B warrants. A summary of activity for the Company’s issued and outstanding Series A and Series B warrants for the three months ended March 31, 2025 is as follows (unaudited): ​ ​ ​ ​ ​ ​ ​ ​ Series A ​ Series B ​ ​ ​ ​ ​ Issued and Outstanding, January 1, 2025 ​ - ​ - Number of warrants issued ​ 3,565,245 ​ 3,565,245 Number of warrants exercised ​ - ​ ( 3,142,511 ) Issued and Outstanding, March 31, 2025 ​ 3,565,245 ​ 422,734 ​ ​ 18 Table of Contents Summary of Recurring Fair Value Measurements The following details the Company’s recurring measurements for assets and liabilities at fair value (in thousands, unaudited): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Convertible Notes ​ ​ Warrant Liabilities ​ ​ Contingent Consideration ​ ​ Embedded Forward Purchase Agreement and Make Whole Derivative ​ ​ ​ (Level 3) ​ ​ (Level 3) ​ ​ (Level 3) ​ ​ (Level 3) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance, January 1, 2025 ​ $ 11,689 ​ $ 1,187 ​ $ 3,541 ​ $ - Issuance of convertible notes ​ ​ - ​ ​ - ​ ​ - ​ ​ - Issuance of warrants ​ ​ - ​ ​ 93,986 ​ ​ - ​ ​ - Change in fair value ​ ​ 1,631 ​ ​ ( 86,729 ) ​ ​ ( 3,488 ) ​ ​ - Warrant cashless exercise ​ ​ - ​ ​ ( 6,418 ) ​ ​ - ​ ​ - Termination of forward purchase agreements ​ ​ - ​ ​ - ​ ​ - ​ ​ - Balance, March 31, 2025 ​ $ 13,320 ​ $ 2,026 ​ $ 53 ​ $ - ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance, January 1, 2024 ​ $ - ​ $ 1,447 ​ $ 104,350 ​ $ 41,043 Issuance of convertible notes ​ ​ 5,000 ​ ​ - ​ ​ - ​ ​ - Change in fair value ​ ​ 87 ​ ​ 20,903 ​ ​ 63,769 ​ ​ ( 413 ) Warrant cashless exercise ​ ​ - ​ ​ ( 10,350 ) ​ ​ - ​ ​ - Termination of forward purchase agreements ​ ​ - ​ ​ - ​ ​ - ​ ​ ( 40,380 ) Balance, March 31, 2024 ​ $ 5,087 ​ $ 12,000 ​ $ 168,119 ​ $ 250 ​ ​ ​ ​ Note 6. Commitments and Contingencies Operating Leases In December 2021, the Company entered into a three-year non-cancellable lease for office space. The lease was extended for an additional five years in March 2024. The lease does not include variable or contingent lease payments. An operating lease asset and liability are recognized based on the present value of the remaining lease payments discounted using the Company’s incremental borrowing rate. Lease expense is recognized on a straight-line basis over the lease term. 19 Table of Contents The following table summarizes supplemental balance sheet information related to the operating lease as of March 31, 2025 (in thousands, unaudited): ​ ​ ​ ​ ​ Minimum lease payments by fiscal year ​ ​ 2025 (Remaining) ​ $ 175 ​ 2026 ​ 297 ​ 2027 ​ ​ 307 ​ 2028 ​ ​ 318 ​ 2029 ​ ​ 329 ​ Thereafter ​ ​ — ​ Total future minimum lease payments ​ 1,426 ​ Less: Imputed interest ​ ( 146 ) ​ Present value of lease payments ​ 1,280 ​ Less: Current portion (included in other accrued expenses) ​ ( 197 ) ​ Noncurrent operating lease liability ​ $ 1,083 ​ Operating lease right-of-use asset ​ $ 1,229 ​ Remaining lease term in years ​ 4.8 ​ Discount rate ​ 4.3 % ​ The following table summarizes supplemental disclosures of operating cost and cash flow information related to operating leases for the three months ended March 31, 2025 and March 31, 2024 (in thousands) (unaudited). ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ March 31, ​ 2025 ​ 2024 Cost of operating leases $ 72 ​ $ 43 Cash paid for operating leases — ​ 80 ​ ​ Daewoong License and Supply Agreement On December 20, 2019, the Company entered into the Daewoong Agreement, pursuant to which Daewoong agreed to manufacture and supply ABP-450 and grant the Company an exclusive license for therapeutic indications to import, distribute, promote, market, develop, offer for sale and otherwise commercialize and exploit ABP-450 in the United States, the European Union, the United Kingdom, Canada, Australia, Russia, the Commonwealth of Independent States and South Africa (collectively the “covered territories”). Daewoong supplies the Company with ABP-450 at an agreed-upon transfer price, with no milestone or royalty payments and no minimum purchase requirements. Daewoong is responsible for all costs related to the manufacturing of ABP-450, including costs related to the operation and upkeep of its manufacturing facility, and the Company is responsible for all costs related to obtaining regulatory approval, including clinical expenses, and commercialization of ABP-450. The Company’s exclusivity is subject to its exercise of commercially reasonable efforts to: (i) achieve all regulatory approvals necessary for ABP-450 to be marketed in the territory for therapeutic indications and (ii) commercialize ABP-450 in the territory for therapeutic indications. During the term of the Daewoong Agreement, the Company cannot purchase, sell or distribute any competing products in a covered territory or sell ABP-450 outside a covered territory. The initial term of the Daewoong Agreement is from December 20, 2019 to the later of (i) the fifth anniversary of approval from the relevant governmental authority necessary to market and sell ABP-450 or (ii) December 20, 2029, and automatically renews for unlimited additional three-year terms, provided the Daewoong Agreement is not earlier terminated. The Daewoong Agreement will terminate upon written notice by either the Company or Daewoong upon a continuing default that remains uncured within 90 days (or 30 days for a payment default) by the other party, or without notice upon the bankruptcy or insolvency of the Company. The Company has recorded $ 0.2 million as a liability in accrued expenses on the condensed consolidated balance sheets as of March 31, 2025 and December 31, 2024 for ABP-450 supplies. 20 Table of Contents Legal Proceedings The Company, from time to time, is involved in various litigation matters or regulatory encounters arising in the ordinary course of business that could result in unasserted or asserted claims or litigation. Other than as described below, the Company is not subject to any currently pending legal matters or claims that would have a material adverse effect on its accompanying financial position, results of operations or cash flows. On September 18, 2023, Odeon Capital Group LLC (“Odeon”) filed a lawsuit against the Company in the Supreme Court of the State of New York, alleging that the Company failed to pay Odeon’s deferred underwriting fee of $ 1.25 million. Odeon claims that it served as the underwriter for Priveterra Acquisition Corp., the special purpose acquisition company with which Old AEON merged with and into in July 2023. Odeon seeks monetary damages for the full amount of its claimed underwriting fee, punitive damages, attorneys’ fees and other amounts. In November 2023, the Company filed a motion to dismiss certain claims included in Odeon’s complaint. In April 2024, the Company successfully obtained a dismissal of Odeon’s non-breach of contract claims, including the tort claims, breach of covenant claim and associated punitive damages claim. Odeon’s breach of contract claim is proceeding, with each party filing a summary judgment motion in March 2025, which the court is expected to decide upon in the coming months. In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties and provide for general indemnifications. The Company’s exposure under these agreements is unknown because it involves claims that may be made against the Company in the future, but have not yet been made. The Company accrues a liability for such matters when it is probable that future expenditures will be made and such expenditures can be reasonably estimated. See Note 2 Summary of Significant Accounting Policies for additional information. ​ Note 7. Common Stock On February 24, 2025, the Company held a special stockholder meeting, at which stockholders voted, among other matters, to amend the Company’s Certificate of Incorporation, as amended and restated, to increase the number of authorized common stock from 500,000,000 to 1,040,000,000 shares of common stock at par value of $ 0.0001 per share. The holders of common stock are entitled to receive dividends whenever funds are legally available, when and if declared by the Company’s Board of Directors. As of March 31, 2025, there have been no cash dividend declared to date. Each share of common stock is entitled to one vote. Common Stock Reserved The table below summarizes the Company’s reserved common stock for further issuance as of March 31, 2025 and December 31, 2024: ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ ​ ​ 2025 ​ 2024 ​ ​ ​ (unaudited) ​ ​ ​ Stock options issued and outstanding 98,971 98,971 ​ Restricted stock units (unvested) 25,613 25,613 ​ Shares available for future issuance under the stock incentive plan ​ 59,817 25,818 ​ Warrants ​ 4,043,382 55,403 ​ Contingent consideration ​ 222,653 222,653 ​ Convertible notes ​ 399,128 ​ 399,128 ​ Total common stock reserved 4,849,564 827,586 ​ ​ 21 Table of Contents 2023 Employee Stock Purchase Plan (“ESPP”) The 2023 Employee Stock Purchase Plan assists eligible employees in acquiring a stock ownership interest of the Company’s common stock in consideration of the participating employees’ continued services. Eligible employers will be entitled to purchase, by means of payroll deductions, limited amounts of the Company’s common stock at a discount during periodic offering periods. There were 6,780 shares initially reserved for issuance under the 2023 ESPP, which shall automatically increase on January 1 of each calendar year beginning and including January 1, 2024 and ending on and including January 1, 2033, by an amount equal to the lesser of (i) 1.0 % of the total number of shares of common stock issued and outstanding on January 1 of the year in which such increase is to occur, or (ii) such smaller number of shares of common stock as may be established by the Board of Directors. As of March 31, 2025, there were 19,419 shares available for issuance. There have been no shares issued under the 2023 ESPP. ​ ​ Note 8. Share-based Compensation 2019 Incentive Award Plan ​ The following table summarizes stock option activity under 2019 Award Plan (unaudited): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ Average ​ ​ ​ Number of ​ Exercise ​ ​ ​ Shares ​ Price ​ Outstanding, January 1, 2025 ​ 47,955 ​ $ 720.00 ​ Options granted — ​ ​ — ​ Options forfeited — ​ ​ — ​ Outstanding, March 31, 2025 47,955 ​ $ 720.00 ​ Exercisable, March 31, 2025 43,819 ​ $ 720.00 ​ ​ As of March 31, 2025 and December 31, 2024, the weighted average remaining contractual life of options outstanding and options exercisable was 5.8 years and 6.0 years, respectively. During the three months ended March 31, 2025 and March 31, 2024, the Company recognized $ 0.6 million and $ 0.8 million, respectively, of share-based compensation expense related to stock options granted. As of March 31, 2025 and December 31, 2024, total unrecognized compensation expense related to nonvested stock options was $ 1.3 million and $ 1.8 million, respectively, which is expected to be recognized over the weighted-average remaining requisite service period of 3 months and 4 months , respectively. The following table summarizes restricted stock units activity under the 2019 Award Plan (unaudited): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ Average ​ ​ ​ Number of ​ Grant Date ​ ​ ​ Shares ​ Fair Value ​ Outstanding, January 1, 2025 11,398 ​ $ 780.48 ​ Granted — ​ — ​ Vested — ​ ​ — ​ Forfeited ​ — ​ ​ — ​ Outstanding, March 31, 2025 11,398 ​ $ 780.48 ​ ​ During the three months ended March 31, 2025 and March 31, 2024, the Company recognized $ 0.3 million and $ 0.4 million, respectively, of share-based compensation expense related to restricted stock units granted. 22 Table of Contents As of March 31, 2025 and December 31, 2024, total unrecognized compensation expense related to nonvested restricted stock units was $ 2.6 million and $ 3.0 million, respectively, which is expected to be recognized over the weighted-average remaining requisite service period of 19 months and 21 months , respectively. The unrecognized compensation expense with the earnout criteria as of March 31, 2025 and December 31, 2024 of $ 4.2 million and $ 4.3 million, respectively, will be recognized when the milestones are determined to be probable over the RSUs vesting term, calculated as the period from the date the milestone was determined to be probable and the expected achievement date of the milestone. 2023 Incentive Award Plan As of March 31, 2025, there were 40,398 shares of common stock available for issuance under the 2023 Award Plan. The following table summarizes stock options activity under the 2023 Award Plan (unaudited): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ Average ​ ​ ​ Number of ​ Exercise ​ ​ ​ Shares ​ Price ​ ​ ​ ​ ​ ​ ​ ​ Outstanding, January 1, 2025 51,016 ​ $ 242.14 ​ Options granted — ​ ​ — ​ Options forfeited — ​ ​ — ​ Outstanding, March 31, 2025 51,016 ​ $ 242.14 ​ Exercisable, March 31, 2025 18,280 ​ $ 78.93 ​ ​ The weighted average fair value of options granted as of December 31, 2024 was $ 135.50 . The weighted average remaining contractual life of options outstanding and options exercisable as of March 31, 2025 and December 31, 2024 was 9.2 years and 9.5 years, respectively. During the three months ended March 31, 2025 and March 31, 2024, the Company recognized $ 0.6 million and $ 0.1 million, respectively, of share-based compensation expense related to stock options granted. As of March 31, 2025 and December 31, 2024, total unrecognized compensation expense related to nonvested stock options was $ 4.7 million and $ 5.3 million, respectively, which is expected to be recognized over the weighted-average remaining requisite service period of 16 months and 19 months , respectively. The following table summarizes restricted stock units activity under the 2023 Award Plan (unaudited): ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ Average ​ ​ Number of ​ Grant Date ​ ​ Shares ​ Fair Value ​ ​ ​ ​ ​ ​ Outstanding, January 1, 2025 14,215 ​ $ 60.05 Granted — ​ ​ — Vested — ​ — Forfeited — ​ ​ — Outstanding, March 31, 2025 14,215 ​ $ 60.05 ​ During the three months ended March 31, 2025 and March 31, 2024, the Company recognized $ 0.1 million and zero of share-based compensation expense related to restricted stock units granted. As of March 31, 2025 and December 31, 2024, total unrecognized compensation expense related to nonvested restricted stock units was $ 0.6 million and $ 0.7 million, respectively, which is expected to be recognized over the weighted-average remaining requisite service period of 17 and 20 months , respectively. 23 Table of Contents Share-based Compensation Expense and Valuation Information The Company accounts for the measurement and recognition of compensation expense for all share-based awards based on the estimated fair value of the awards. The fair value of share-based awards is amortized on a straight-line basis over the requisite service period. The Company records share-based compensation expense net of actual forfeitures. During the three months ended March 31, 2025 and March 31, 2024, the Company recognized $ 1.7 million and $ 1.6 million, respectively, of share-based compensation expense, of which $ 1.3 million and $ 1.2 million, respectively, were in selling, general and administrative expenses, and $ 0.4 million and $ 0.4 million, respectively, were in research and development expenses in the accompanying condensed consolidated statements of operations and comprehensive income (loss). The fair value of stock options granted under the Award Plan was estimated using the following assumptions: ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ ​ March 31, ​ ​ ​ 2025 ​ 2024 ​ ​ ​ ​ ​ ​ ​ Expected volatility ​ — 47 % – 50 % ​ Risk-free interest rate ​ — 4.1 % – 4.3 % ​ Expected life (in years) ​ — 5.27 – 6.25 ​ Expected dividend yield ​ — — ​ ​ ​ ​ Note 9. Subsequent Events The Company has further evaluated subsequent events for recognition and remeasurement purposes as of and for the three months ended March 31, 2025. After review and evaluation, management has concluded that there were no material subsequent events as of the date that the financial statements were available to be issued, except as described below. Effective April 19, 2025, the Board adopted the 2025 Employment Inducement Incentive Award Plan (the “Inducement Plan”) and, subject to the adjustment provisions of the Inducement Plan, reserved 1,000,000 shares of the Company’s Class A common stock for issuance pursuant to equity awards granted under the Inducement Plan. The Inducement Plan provides for the grant of equity-based awards, including non-statutory stock options, restricted stock units, restricted stock, stock appreciation rights, performance shares and performance stock units, and its terms are substantially similar to the Company’s 2023 Plan. In accordance with the NYSE American Company Guide, awards under the Inducement Plan may only be made to individuals not previously employees or non-employee directors of the Company (or following such individuals’ bona fide period of non-employment with the Company), as an inducement material to the individuals’ entry into employment with the Company or being rehired following a bona fide period of interruption of employment by the Company. The Inducement Plan was adopted without stockholder approval pursuant to the applicable provisions of the NYSE American Company Guide. ​ ​ ​ 24 Table of Contents