What changed in this filing

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Item 1. Financial Statements

2025-11-14 compared with 2025-08-12 · 168 added, 139 removed, 501 unchanged (38% of the section changed)

3 unchanged sentences

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

September 30,

Current assets:

11 unchanged sentences

Total current liabilities

Convertible notes at fair value, including related party amount of $ 15,174 and $ 11,689 , at June 30, 2025 and December 31, 2024, respectively

Convertible notes at fair value, including related party amount of $ 17,051 and $ 11,689 , at September 30, 2025 and December 31, 2024, respectively

Operating lease liability

2 unchanged sentences

Total liabilities

Commitments and contingencies

Commitments and contingencies (Note 6)

Stockholders’ Deficit:

Class A common stock, $ 0.0001 par value;

1,040,000,000 and 500,000,000 shares authorized at June 30, 2025 and December 31, 2024, and 11,537,870 and 555,511 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively

1,040,000,000 and 500,000,000 shares authorized at September 30, 2025 and December 31, 2024, and 11,643,786 and 555,511 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively

Additional paid-in capital

7 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Operating expenses:

26 unchanged sentences

Stock-based compensation expense

Balance as of June 30, 2025

Balance as of September 30, 2025

Balance as of January 1, 2024

1 unchanged sentence

Issuance of shares and reclassification of liability related to cashless warrant exercises

Issuance of shares related to at-the-market offering, net

Issuance of common stock

Stock-based compensation expense

Balance as of June 30, 2024

Balance as of September 30, 2024

Stockholders'

Balance as of April 1, 2025

Balance as of July 1, 2025

Issuance of shares and reclassification of liability related to cashless warrant exercises

1 unchanged sentence

Stock-based compensation expense

Balance as of June 30, 2025

Balance as of April 1, 2024

Balance as of September 30, 2025

Balance as of July 1, 2024

Issuance of shares related to cashless warrant exercises

Issuance of shares related to at-the-market offering, net

Issuance of common stock

Stock-based compensation expense

Balance as of June 30, 2024

Balance as of September 30, 2024

See accompanying notes to the condensed consolidated financial statements

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(in thousands, except per share data) (Unaudited)

Six Months Ended

Nine Months Ended

September 30,

Cash flows from operating activities:

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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”).

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 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.

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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 June 30, 2025, the Company reported cash and cash equivalents of $ 8.4 million and an accumulated deficit of $ 429.1 million.

As of September 30, 2025, the Company reported cash and cash equivalents of $ 5.9 million and an accumulated deficit of $ 433.7 million.

The Company expects to incur losses and use cash in its operations for the foreseeable future.

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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 an expected Biosimilar Biological Product Development (“BPD”) Type 2a meeting with the FDA to review the

results from the studies in the fourth quarter of 2025.

We anticipate results from our analytical studies, including comparative primary structure analysis and select functional analyses, to be completed in the third quarter of 2025.

The Company commenced analytical studies in the fourth quarter of 2024 to prepare for an anticipated, and now

confirmed Biosimilar Biological Product Development (“BPD”) Type 2a meeting with the FDA to review the results from the analytical studies, including comparative primary structure analysis and select functional analyses, on November 19, 2025.

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 (No.

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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.

For the three months ended June 30, 2025, there were 112,503 shares issued under the ATM for net proceeds of approximately $ 84,000 .

As of June 30, 2025, the cumulative shares issued under the ATM were 273,094 shares net proceeds of approximately $ 0.2 million and approximately $ 49.8 million of common stock remains available to be sold under the ATM.

For the three months ended September 30, 2025, there were 105,916 shares issued under the ATM for net proceeds of approximately $ 84,000 .

As of September 30, 2025, the cumulative shares issued under the ATM were 379,010 shares, net proceeds were received of approximately $ 0.3 million, and approximately $ 49.7 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 additional studies, preparation for an expected BPD meeting and any further development of ABP-450 would require additional funding in the form of equity financings or debt.

The commencement of additional studies, preparation for anticipated BPD meetings 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.

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Unaudited Interim Financial Information

The accompanying interim condensed consolidated balance sheets as of June 30, 2025, the condensed consolidated statements of operations and comprehensive (loss) income, stockholders’ deficit and cash flows for the three and six months ended June 30, 2025 and June 30, 2024 and the related note disclosures are unaudited.

The accompanying interim condensed consolidated balance sheets as of September 30, 2025, condensed consolidated statements of operations and comprehensive (loss) income and stockholders’ deficit for the three and nine months ended September 30, 2025 and 2024, condensed consolidated statement of cash flows for the nine months ended September 30, 2025 and 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 June 30, 2025 and its results of operations and comprehensive (loss) income for the three and six months ended June 30, 2025 and June 30, 2024 and

cash flows for the six months ended June 30, 2025 and 2024.

The results for the three and six months ended June 30, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025 or any other interim period.

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 September 30, 2025 and its results of operations and

comprehensive (loss) income for the three and nine months ended September 30, 2025 and September 30, 2024 and cash flows for the nine months ended September 30, 2025 and 2024.

The results for the three and nine months ended September 30, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025 or any other interim period.

Use of Estimates

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Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Segment operating expenses:

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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 June 30, 2025 and December 31, 2024 are as follows (in thousands):

Property and equipment, net, as of September 30, 2025 and December 31, 2024 are as follows (in thousands):

September 30,

Furniture and fixtures

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Other accrued expenses were as follows (in thousands):

September 30,

Legal expenses

46 unchanged sentences

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 biosimilar and clinical trial expenses through June 30, 2025.

The Company settled outstanding liabilities with its clinical research organization for the cervical dystonia and migraine programs and recorded a gain of $ 0.6 million in research and development expenses on the condensed consolidated statement of operations for the three and nine months ended September 30, 2025.

Otherwise, there have been no material adjustments to the Company’s estimates for biosimilar and clinical trial expenses through September 30, 2025.

Stock-Based Compensation

11 unchanged sentences

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 six months ended June 30, 2025 we had dilutive securities, while six months ended June 30, 2024, there were no dilutive securities.

Additionally, for the three months ended June 30, 2025, 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 (loss) income per share for three and six months ended June 30, 2025 and 2024 were calculated as follows (in thousands, except share and per share amounts):

Three months ended June 30, 2025

Since the company was in a loss position for three and nine months ended September 30, 2025 and three months ended September 30, 2024, 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, while the nine months ended September 30, 2024 contained dilutive securities.

Basic and diluted net (loss) income per share for three and nine months ended September 30, 2025 and 2024 were calculated as follows (in thousands, except share and per share amounts):

Three months ended September 30, 2025

Weighted average shares of common stock outstanding, basic and diluted

Net loss per share, basic and diluted

Six months ended June 30, 2025

Nine months ended September 30, 2025

Weighted average shares of common stock outstanding, basic and diluted

Net loss per share, basic and diluted

Three months ended September 30, 2024

Weighted average shares of common stock outstanding, basic and diluted

Net loss per share, basic and diluted

Nine months ended September 30, 2024

Weighted average shares of common stock outstanding, basic

Net loss per share, basic

Net income per share, basic

Weighted average shares of common stock outstanding, diluted

Net income per share, diluted

Three months ended June 30, 2024

Weighted average shares of common stock outstanding, basic and diluted

Net income per share, basic and diluted

Six months ended June 30, 2024

Weighted average shares of common stock outstanding, basic and diluted

Net income per share, basic and diluted

The following unweighted potentially dilutive securities outstanding have been excluded from the computation of diluted weighted average shares outstanding because such securities have an anti-dilutive impact:

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Contingent consideration

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For more information on fair value of convertible notes, see Note 5 Fair Value Measurements .

During the three and six months ended June 30, 2025, the Company recognized $ 1.9 million and $ 3.5 million, respectively, of expense related to the increase in the fair value of the 2024 Daewoong Convertible Notes.

During the three and six months ended June 30, 2024, the Company recognized $ 1.8 million and $ 1.7 million, respectively, of income related to the decrease in the fair value of the 2024 Daewoong Convertible Notes.

As of June 30, 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 $ 15.2 million and $ 11.7 million, respectively.

During the three and nine months ended September 30, 2025, the Company recognized $ 1.9 million and $ 5.4 million, respectively, of expense related to the increase in the fair value of the 2024 Daewoong Convertible Notes.

During the three and nine months ended September 30, 2024, the Company recognized $ 1.9 million and $ 0.2 million, respectively, of expense related to the increase in the fair value of the 2024 Daewoong Convertible Notes.

As of September 30, 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 $ 17.1 million and $ 11.7 million, respectively.

Public Offering

On January 6, 2025, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Aegis Capital Corp.

On January 6, 2025, the Company entered into an 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 .

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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.

The Series A Warrants were exercisable beginning on February 24, 2025, the date of approval by stockholders of the Company (the “Stockholder Approval Date” or the “Initial Exercise Date”), and will expire in February 2030, the sixty ( 60 ) month anniversary of the Initial Exercise Date.

The Series B Warrants were exercisable beginning on the Initial Exercise Date and will expire in August 2027, 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”).

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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.

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 .

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.

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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 and six months ended June 30, 2025, certain holders of the Series B Warrants exercised 295,584 and 3,438,095 Series B Warrants, respectively, in accordance with the alternative cashless exercise provision in the Series B Warrants, resulting in the issuance of 886,752 and 10,314,285 shares of Common Stock of the Company, respectively.

The fair value of the warrants exercised on the respective exercise dates for the three and six months ended June 30, 2025 was $ 0.4 million and $ 6.9 million.

There were no Series A Warrants exercised during the three and six months ended June 30, 2025.

As of June 30, 2025, there were 3,565,245 and 127,150 units of Series A and Series B warrants outstanding, respectively.

During the nine months ended September 30, 2025, certain holders of the Series B Warrants exercised 3,438,095 Series B Warrants, in accordance with the alternative cashless exercise provision in the Series B Warrants, resulting in the issuance of 10,314,285 shares of Common Stock of the Company.

There were no exercises of Series B Warrants for the three months ended September 30, 2025.

The fair value of the warrants exercised on the respective exercise dates for the nine months ended September 30, 2025 was $ 6.9 million.

There were no Series A Warrants exercised during the three and nine months ended September 30, 2025.

As of September 30, 2025, there were 3,565,245 and 127,150 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 and six months ended June 30, 2025, the Company recognized $ 0.1 million and $ 58.3 million, respectively, of income related to the change in fair value of the exercised Series B Warrants.

For the three and six months ended June 30, 2025, the Company recognized $( 0.5 ) million and $ 18.8 million of (expense) income related to the change in fair value of the remaining outstanding Series A, respectively, and $( 0.1 ) million and $ 7.9 million of (expense) income related to the change in fair value of the remaining outstanding Series B Series Warrants, respectively.

For the nine months ended September 30, 2025, the Company recognized $ 58.3 million of income related to the change in fair value of the exercised Series B Warrants.

For the three and nine months ended September 30, 2025, the Company recognized $( 0.2 ) million and $ 18.6 million of (expense) income related to the change in fair value of the remaining outstanding Series A Warrants, respectively, and de minimus and $ 7.9 million of income related to the change in fair value of the remaining outstanding Series B Warrants, respectively.

Refer to Note 5 Fair Value Measurements for additional information.

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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 June 30, 2025 and June 30, 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.

During the three months ended September 30, 2025 and 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

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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 first quarter of 2024 to reverse the related subscription receivable and derivative liability on the accompanying condensed consolidated balance sheet.

receivable and derivative liability on the accompanying condensed consolidated balance sheet.

Additionally, in the first quarter of 2024, the Company had recorded potential liquidated damages of $ 3.0 million related to ACM and Polar;

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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;

● 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”);

The remaining 50 % of the Founder Shares were not subject to such restrictions and forfeiture provisions.

The remaining Contingent Founder Shares shall vest, and shall become free of the provisions as follows:

● 13,890 of the Contingent Founder Shares shall vest upon the achievement of the conditions for the issuance of the CD BLA Contingent Consideration Shares (as defined below) on or prior to the CD BLA Outside Date;

● 20,141 of the 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 (as defined below) on or before the Episodic Migraine Outside Date (as defined below) and (y) the achievement of the conditions for the issuance of the Chronic Migraine Contingent Consideration Shares (as defined below) on or before the Chronic Migraine Outside Date (as defined below).

The Priveterra Sponsor, LLC (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 may be issued a portion of up to 208,657 additional shares of common stock, subject to the occurrence of the following milestones:

● 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”);

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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;

● 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 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”);

● 97,339 shares of common stock, in the aggregate, if, on or before June 30, 2028, the Company shall have received from the 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.

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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 and six months ended June 30, 2025 and June 30, 2024, the Company recognized de minimus, $ 3.5 million, $ 161.2 million and $ 97.5 million of (loss) income, respectively, related to the change in fair value of contingent consideration on the condensed consolidated statements of operations and comprehensive (loss) income, 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 June 30, 2025 and December 31, 2024, the contingent consideration liability was $ 0.1 million and $ 3.5 million, respectively.

For the three and nine months ended September 30, 2025 and September 30, 2024, the Company recognized $ 37 thousand, $ 3.5 million, $ 0 and $ 97.5 million of income, respectively, related to the change in fair value of contingent consideration on the condensed consolidated statements of operations and comprehensive (loss) income, 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 September 30, 2025 and December 31, 2024, the contingent consideration liability was $ 32 thousand and $ 3.5 million, respectively.

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”).

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

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● 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.

On March 29, 2024, the Company delivered notice of redemptions to warrant holders with a redemption date of April 29, 2024 for cashless redemptions 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.

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Warrant exercises for Warrants related to the Closing

There were no warrants related to the Closing exercised during the three and six months ended June 30, 2025.

During the three and six months ended June 30, 2024, there were 56,664 and 142,828 warrants exercised on a cashless basis for 13,936 and 27,310 shares of common stock, with an impact to additional paid in capital of $ 15.0 million.

A summary of activity for the Company’s issued and outstanding public and private warrants related to the Closing for the six months ended June 30, 2025 and 2024 is as follows:

There were no warrants related to the Closing exercised during the three and nine months ended September 30, 2025 and the three months ended September 30, 2024.

During the nine months ended September 30, 2024, there were 142,828 warrants exercised on a cashless basis for 27,310 shares of common stock, with an impact to additional paid in capital of $ 15.0 million.

A summary of activity for the Company’s issued and outstanding public and private warrants related to the Closing for the nine months ended September 30, 2025 and 2024 is as follows:

Issued and Outstanding, January 1, 2025

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Number of warrants cancelled

Issued and Outstanding, June 30, 2025

Issued and Outstanding, September 30, 2025

Issued and Outstanding, January 1, 2024

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Number of warrants cancelled

Issued and Outstanding, June 30, 2024

Issued and Outstanding, September 30, 2024

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 June 30, 2025 and December 31, 2024 were de minimus and $ 1.2 million, respectively.

For the three and six months ended June 30, 2025 and 2024, the Company recorded de minimus, $ 1.2 million, $ 5.9 million, and $( 15.0 ) million, respectively, related to the income (expense) from the change in fair value of warrants related to the Closing.

The fair value of the warrants at September 30, 2025 and December 31, 2024 were de minimus and $ 1.2 million, respectively.

For the three and nine months ended September 30, 2025 and 2024, the Company recorded de minimus, $ 1.2 million, $( 0.4 ) million, and $( 15.4 ) million, respectively, of income (expense) related to the change in fair value of the warrants related to the Closing.

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 June 30, 2025.

The measurement of fair value for 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 September 30, 2025.

The fair value on grant date was 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:

September 30,

Exercise Price

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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.

A summary of activity for the Company’s issued and outstanding Series A and Series B warrants for the six months ended June 30, 2025 is as follows:

A summary of activity for the Company’s issued and outstanding Series A and Series B warrants for the nine months ended September 30, 2025 is as follows:

Issued and Outstanding, January 1, 2025

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( 3,438,095 )

Issued and Outstanding, June 30, 2025

Issued and Outstanding, September 30, 2025

Summary of Recurring Fair Value Measurements

10 unchanged sentences

Termination of forward purchase agreements

Balance, June 30, 2025

Balance, September 30, 2025

Balance, January 1, 2024

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Termination of forward purchase agreements

Balance, June 30, 2024

Balance, September 30, 2024

Commitments and Contingencies

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Lease expense is recognized on a straight-line basis over the lease term.

The following table summarizes supplemental balance sheet information related to the operating lease as of June 30, 2025 (in thousands):

The following table summarizes supplemental balance sheet information related to the operating lease as of September 30, 2025 (in thousands):

Minimum lease payments by fiscal year

8 unchanged sentences

Discount rate

The following table summarizes supplemental disclosures of operating cost and cash flow information related to operating leases for three and six months ended June 30, 2025 and 2024 (in thousands).

The following table summarizes supplemental disclosures of operating cost and cash flow information related to operating leases for three and nine months ended September 30, 2025 and 2024 (in thousands).

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Cost of operating leases

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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 June 30, 2025 and December 31, 2024 for ABP-450 supplies.

The Company has recorded $ 0.2 million and $ 0 as a liability in accrued expenses on the condensed consolidated balance sheets as of September 30, 2025 and December 31, 2024 for ABP-450 supplies, respectively.

Legal Proceedings

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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.

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 to trial, with neither party prevailing on their respective summary judgment motions that were filed in March 2025.

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, and seeking monetary damages for the full amount of its claimed underwriting fee, punitive damages, attorneys’ fees and other amounts, totaling approximately $ 1.7 million, which was recorded in other accrued expenses on the condensed consolidated balance sheets as of December 31, 2024.

On October 31, 2025, the Company entered into a settlement agreement with Odeon to settle the lawsuit in exchange for $ 1.0 million in cash, $ 0.3 million shares of common stock and 125,000 warrants to purchase shares of common stock with an exercise price of $ 2.00 and a three-year term.

The Company recorded a gain on settlement of $ 0.4 million to selling, general and administrative expenses on the condensed consolidated statement of operations for the three and nine months ended September 30, 2025.

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.

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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 June 30, 2025, there have been no cash dividend declared to date.

As of September 30, 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 June 30, 2025 and December 31, 2024:

The table below summarizes the Company’s reserved common stock for further issuance as of September 30, 2025 and December 31, 2024:

September 30,

Stock options issued and outstanding

Restricted stock units (unvested)

Shares available for future issuance under the stock incentive plan

Shares available for future issuance under the stock incentive plans and employee stock purchase plan

Contingent consideration

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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.

Eligible employees 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 June 30, 2025, there were 19,419 shares available for issuance.

As of September 30, 2025, there were 19,419 shares available for issuance.

There have been no shares issued under the 2023 ESPP.

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2019 Incentive Award Plan

The following table summarizes stock option activity under 2019 Award Plan:

The following table summarizes stock option activity under the 2019 Award Plan:

Outstanding, January 1, 2025

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Options forfeited

Outstanding, June 30, 2025

Exercisable, June 30, 2025

As of June 30, 2025 and December 31, 2024, the weighted average remaining contractual life of options outstanding and options exercisable was 5.6 years and 6.0 years, respectively.

During the three and six months ended June 30, 2025 and 2024, the Company recognized $ 0.4 million and $ 0.9 million, $ 0.8 million and $ 1.6 million, respectively, of share-based compensation expense related to stock options granted.

As of June 30, 2025 and December 31, 2024, total unrecognized compensation expense related to nonvested stock options was $ 0.9 million and $ 1.8 million, respectively, which is expected to be recognized over the weighted-average remaining requisite service period of 2 months and 4 months , respectively.

Outstanding, September 30, 2025

Exercisable, September 30, 2025

As of September 30, 2025 and December 31, 2024, the weighted average remaining contractual life of options outstanding and options exercisable was 5.3 years and 6.0 years, respectively.

During the three and nine months ended September 30, 2025 and 2024, the Company recognized $ 0.3 million and $ 1.3 million, $ 0.7 million and $ 2.3 million, respectively, of share-based compensation expense related to stock options granted.

As of September 30, 2025 and December 31, 2024, total unrecognized compensation expense related to nonvested stock options was $ 0.5 million and $ 1.8 million, respectively, which is expected to be recognized over the weighted-average remaining requisite service period of 1 month and 4 months , respectively.

The following table summarizes restricted stock units activity under the 2019 Award Plan:

Outstanding, January 1, 2025

Outstanding, June 30, 2025

During three and six months ended June 30, 2025 and 2024, the Company recognized $ 0.4 million, $ 0.9 million, $ 0.5 million and $ 1.2 million, respectively, of share-based compensation expense related to restricted stock units granted, including $ 0.3 million with earnout vesting criteria.

As of June 30, 2025 and December 31, 2024, total unrecognized compensation expense related to nonvested restricted stock units was $ 2.3 million and $ 3.0 million, respectively, which is expected to be recognized over the weighted-average remaining requisite service period of 17 months and 21 months , respectively.

The unrecognized compensation expense with the earnout criteria as of June 30, 2025 and December 31, 2024 of $ 4.1 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.

Outstanding, September 30, 2025

During three and nine months ended September 30, 2025 and 2024, the Company recognized $ 0.3 million, $ 1.0 million, $ 0.3 million and $ 1.1 million, respectively, of share-based compensation expense related to restricted stock units granted, excluding restricted stock units with earnout vesting criteria.

For the restricted stock units with earnout vesting criteria, the Company recognized $ 0.1 million and $ 0.5 million for the three and nine months ended September 30, 2024.

As of September 30, 2025, the Company determined that the earnout vesting criteria was no longer probable, as such, the Company reversed $ 1.0 million of share-based compensation expense related to the restricted stock units with earnout criteria during the three and nine months ended September 30, 2025.

As of September 30, 2025 and December 31, 2024, total unrecognized compensation expense related to nonvested restricted stock units was $ 2.0 million and $ 3.0 million, respectively, which is expected to be recognized over the weighted-average remaining requisite service period of 14 months and 21 months , respectively.

The unrecognized compensation expense with the earnout criteria as of September 30, 2025 and December 31, 2024 of $ 5.1 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 June 30, 2025 there were 40,398 shares of common stock available for issuance under the Company’s 2023 Incentive Award Plan (the “2023 Award Plan”).

As of September 30, 2025 there were 40,398 shares of common stock available for issuance under the Company’s 2023 Incentive Award Plan (the “2023 Award Plan”).

The following table summarizes stock options activity under the 2023 Award Plan:

2 unchanged sentences

Options forfeited

Outstanding, June 30, 2025

Exercisable, June 30, 2025

The weighted average remaining contractual life of options outstanding and options exercisable as of June 30, 2025 and December 31, 2024 was 9.0 years and 9.5 years, respectively.

During the three and six months ended June 30, 2025 and 2024 , the Company recognized $ 0.6 million, $ 1.3 million, $ 0.4 million and $ 0.5 million respectively, of share-based compensation expense related to stock options granted.

As of June 30, 2025 and December 31, 2024, total unrecognized compensation expense related to nonvested stock options was $ 4.0 million and $ 5.3 million, respectively, which is expected to be recognized over the weighted-average remaining requisite service period of 13 months and 19 months , respectively.

Outstanding, September 30, 2025

Exercisable, September 30, 2025

The weighted average remaining contractual life of options outstanding and options exercisable as of September 30, 2025 and December 31, 2024 was 8.7 years and 9.5 years, respectively.

During the three and nine months ended September 30, 2025 and 2024, the Company recognized $ 0.6 million, $ 1.9 million, $ 0.5 million and $ 1.0 million respectively, of share-based compensation expense related to stock options granted.

As of September 30, 2025 and December 31, 2024, total unrecognized compensation expense related to nonvested stock options was $ 3.4 million and $ 5.3 million, respectively, which is expected to be recognized over the weighted-average remaining requisite service period of 10 months and 19 months , respectively.

The following table summarizes restricted stock units activity under the 2023 Award Plan:

Outstanding, January 1, 2025

Outstanding, June 30, 2025

During the three and six months ended June 30, 2025, the Company recognized $ 0.1 million, and there were no stock-based compensation expenses for the three and six months ended June 30, 2024.

As of June 30, 2025 and December 31, 2024, total unrecognized compensation expense related to nonvested restricted stock units was $ 0.5 million and $ 0.7 million, respectively, which is expected to be recognized over the weighted-average remaining requisite service period of 14 and 20 months , respectively.

Outstanding, September 30, 2025

During the three and nine months ended September 30, 2025, the Company recognized $ 0.1 million and $ 0.3 million, and de minimus stock-based compensation expenses for the three and nine months ended September 30, 2024.

As of September 30, 2025 and December 31, 2024, total unrecognized compensation expense related to nonvested restricted stock units was $ 0.4 million and $ 0.7 million, respectively, which is expected to be recognized over the weighted-average remaining requisite service period of 11 and 20 months , respectively.

In May 2025, under the 2023 Award Plan, the Board approved cash-settled restricted stock units, which are share-based awards granted to employees and directors over a vesting period that entitle the grantee to receive the cash equivalent to the value of a share of the Company’s common stock upon each vesting anniversary.

During the three and six months ended June 30, 2025, there were 5,288,059 cash-settled restricted stock units granted with weighted-average grant date fair value of $ 0.76 with four-year vesting, subject to continued service through the applicable vesting date.

There were no units vested as of June 30, 2025.

Company has elected to account for cash-settled restricted stock units in accordance with ASC 718.

In accordance with ASC 718, the Company will recognize compensation expense on the condensed consolidated statement of operations and record the associated liability to accrued compensation on the condensed consolidated balance sheets using straight-line method over the service period.

During the three and nine months ended September 30, 2025, there were 5,288,059 cash-settled restricted stock units granted with weighted-average grant date fair value of $ 0.81 with one, three, and four-year vesting, subject to continued service through the applicable vesting date.

There were no units vested as of September 30, 2025.

The Company has elected to account for cash-settled restricted stock units in accordance with ASC 718.

The Company will recognize compensation expense on the condensed consolidated statement of operations and record the associated liability to accrued compensation on the condensed consolidated balance sheets using straight-line method over the service period.

Additionally, changes in fair value of the awards will be recorded to operating costs on the condensed consolidated statement of operations at each reporting date until settlement, reflecting changes in the underlying stock price.

During the three and six months ended June 30, 2025, the Company recognized $ 0.1 million and $ 0.1 million of share-based compensation expense related to cash-settled restricted stock units granted.

As of June 30, 2025, total unrecognized compensation expense related to nonvested cash-settled restricted stock units was $ 3.9 million, which is expected to be recognized over the weighted-average remaining requisite service period of 46 months .

As of June 30, 2025, the liability related to cash-settled restricted stock units was $ 0.1 million on the condensed consolidated balance sheet.

During the three and nine months ended September 30, 2025, the Company recognized $ 0.6 million and $ 0.7 million of share-based compensation expense related to cash-settled restricted stock units granted.

As of September 30, 2025, total unrecognized compensation expense related to nonvested cash-settled restricted stock units was $ 3.6 million, which is expected to be recognized over the weighted-average remaining requisite service period of 34 months .

As of September 30, 2025, the liability related to cash-settled restricted stock units was $ 0.7 million in accrued compensation on the condensed consolidated balance sheet.

2025 Employee Inducement Incentive Award Plan

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 Award 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.

As of June 30, 2025, there were 660,983 shares of common stock available for issuance under the Inducement Plan.

For the six months ended June 30, 2025, there were 59,034 stock options issued, with weighted average exercise price of $ 0.41 .

The weighted average fair value of options granted as of June 30, 2025 was $ 0.37 .

The weighted average remaining contractual life of options outstanding and options exercisable as of June 30, 2025 was 9.8 years.

During the three and six months ended June 30, 2025, the Company recognized de minimus amounts of share-based compensation expense related to stock options granted.

As of June 30, 2025, total unrecognized compensation expense related to nonvested stock options was $ 21 thousand, which is expected to be recognized over the weighted-average remaining requisite service period of 46 months .

For the six months ended June 30, 2025, there were 279,983 restricted stock units issued, with weighted averaged grant date fair value of $ 0.49 .

During the three and six months ended June 30, 2025, the Company recognized de minimus amounts of share-based compensation expense related to restricted stock units granted.

As of June 30, 2025, total unrecognized compensation expense related to nonvested restricted stock units was $ 0.1 million, which is expected to be recognized over the weighted-average remaining requisite service period of 46 months .

As of September 30, 2025, there were 660,983 shares of common stock available for issuance under the Inducement Plan.

For the nine months ended September 30, 2025 there were 59,034 stock options issued, with weighted average exercise price of $ 0.41 .

The weighted average fair value of options granted as of September 30, 2025 was $ 0.37 .

The weighted average remaining contractual life of options outstanding and options exercisable as of September 30, 2025 was 9.6 years.

During the three and nine months ended September 30, 2025, the Company recognized de minimus amounts of share-based compensation expense related to stock options granted.

As of September 30, 2025, total unrecognized compensation expense related to nonvested stock options was $ 20 thousand, which is expected to be recognized over the weighted-average remaining requisite service period of 43 months .

For the nine months ended September 30, 2025, there were 279,983 restricted stock units issued, with weighted averaged grant date fair value of $ 0.49 .

During the three and nine months ended September 30, 2025, the Company recognized de minimus amounts of share-based compensation expense related to restricted stock units granted.

As of September 30, 2025, total unrecognized compensation expense related to nonvested restricted stock units was $ 0.1 million, which is expected to be recognized over the weighted-average remaining requisite service period of 43 months .

Share-based Compensation Expense and Valuation Information

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The Company records share-based compensation expense net of actual forfeitures.

During the three and six months ended June 30, 2025 and 2024, the Company recognized $ 1.6 million, $ 3.3 million $ 1.7 million and $ 3.3 million, respectively, of share-based compensation expense, of which $ 1.3 million, $ 2.6 million, $ 1.3 million, and $ 2.5 million, respectively, were in selling, general and administrative expenses, and $ 0.4 million $ 0.8 million, $ 0.4 million, and $ 0.8 million, respectively, were in research and development expenses in the accompanying condensed consolidated statements of operations and comprehensive (loss) income.

During the three and nine months ended September 30, 2025 and 2024, the Company recognized $ 1.0 million, $ 4.4 million $ 1.6 million and $ 4.9 million, respectively, of share-based compensation expense, of which $ 0.6 million, $ 3.3 million, $ 1.2 million, and $ 3.7 million, respectively, were in selling, general and administrative expenses, and $ 0.3 million and $ 1.1 million and $ 0.4 million and $ 1.3 million respectively, were in research and development expenses in the accompanying condensed consolidated statements of operations and comprehensive (loss) income.

The fair value of stock options granted under the Award Plan was estimated using the following assumptions:

Six Months Ended

Nine Months Ended

September 30,

Expected volatility

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Subsequent Events

The Company has further evaluated subsequent events for recognition and remeasurement purposes as of and for the three and six months ended June 30, 2025.

After review and evaluation, management has concluded that there were no material subsequent events as of the date of the issuance of the financial statements.

The Company has further evaluated subsequent events for recognition and remeasurement purposes as of and for the three and nine months ended September 30, 2025.

After review and evaluation, management has concluded that there were no material subsequent events as of the date of the issuance of the financial statements, except as described below.

On October 31, 2025, the Company entered into a settlement agreement with Odeon to settle a lawsuit filed against the Company in exchange for $ 1.0 million in cash, $ 0.3 million shares of common stock and 125,000 warrants with exercise price of $ 2.00 and a three year term.

On November 12, 2025, the Company entered into a securities purchase agreement for a private placement (“PIPE”) financing for:

(i) the sale of 6,581,829 shares of the Company’s Class A common stock (or pre-funded warrants in lieu of shares) at a price per share of $ 0.9116 , for gross proceeds of $ 6 million;

(ii) five-year warrants to purchase up to 6,581,829 shares of Class A common stock at an exercise price of $ 1.094 per share (the “PIPE Warrants”);

and (iii) the investors’ rights to receive anti-dilutive warrants following the exchange of the Daewoong 2024 Convertible Notes, for a number of shares not to exceed 6,581,829 shares (the “anti-dilutive Warrants”).

The PIPE financing will close in two stages.

The first closing is expected to occur in November 2025, subject to the satisfaction of customary closing conditions, and result in $ 1.79 million in gross proceeds to the Company.

The second closing will be subject to stockholder approval, the closing of the exchange of the Daewoong 2024 Convertible Notes, and other customary closing conditions.

The PIPE Warrants and anti-dilutive Warrants will be issued only at the second closing.

The Company plans to use net proceeds to further advance analytical work for its ABP-450 biosimilar program, and for general corporate purposes.

On November 13, 2025, the Company announced that it has entered into a binding term sheet with Daewoong contemplating the exchange of the 2024 Convertible Notes of $ 15.0 million in principal plus accrued interest for approximately 23,103,694 shares of Class A common stock (or pre-funded warrants in lieu of shares), a $ 1.5 million new convertible note due 2030 with interest rate of 15.79 %, and approximately 8 million cash-exercise warrants on the same term as the PIPE Warrants (the “Exchange”).

The parties expect to enter into definitive documentation for the Exchange in the coming weeks following execution of definitive documentation.

The consummation of the Exchange will be subject to stockholder approval.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements