What changed in this filing

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Item 1. Financial Statements

2026-08-12 compared with 2026-05-14 · 177 added, 131 removed, 533 unchanged (37% of the section changed)

16 unchanged sentences

Total current liabilities

Convertible notes at fair value, including related party amount of $ 1,542 and $ 34,600 at March 31, 2026 and December 2025, respectively

Convertible notes at fair value, including related party amount of $ 1,755 and $ 34,600 at June 30, 2026 and December 31, 2025, respectively

Operating lease liability

2 unchanged sentences

Contingent consideration liability

Other liabilities

Total liabilities

2 unchanged sentences

Class A common stock, $ 0.0001 par value;

1,040,000,000 and 500,000,000 shares authorized at March 31, 2026 and December 31, 2025, and 25,303,058 and 12,105,902 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively

1,040,000,000 and 500,000,000 shares authorized at June 30, 2026 and December 31, 2025, and 26,307,211 and 12,105,902 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively

Additional paid-in capital

7 unchanged sentences

Three Months Ended

Six Months Ended

Operating expenses:

14 unchanged sentences

Net (loss) income

Basic and diluted net (loss) income per share

Weighted average shares of common stock outstanding used to compute basic and diluted net (loss) income per share

Basic net (loss) income per share

Diluted net (loss) income per share

Weighted average shares of common stock outstanding used to compute basic net (loss) income per share

Weighted average shares of common stock outstanding used to compute diluted net (loss) income per share

See accompanying notes to the condensed consolidated financial statements.

9 unchanged sentences

Stock-based compensation expense

Balance as of March 31, 2026

Balance as of June 30, 2026

Balance as of January 1, 2025

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

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

Stock-based compensation expense

Balance as of March 31, 2025

Balance as of June 30, 2025

Stockholders'

Balance as of April 1, 2026

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

Stock-based compensation expense

Balance as of June 30, 2026

Balance as of April 1, 2025

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

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

Stock-based compensation expense

Balance as of June 30, 2025

See accompanying notes to the condensed consolidated financial statements.

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

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

Three Months Ended

(in thousands) (Unaudited)

Six Months Ended

Cash flows from operating activities:

37 unchanged sentences

(“AEON” or the “Company”) is a biopharmaceutical company advancing its botulinum toxin complex, ABP-450, as a biosimilar to BOTOX® (onabotulinumtoxinA) to achieve full-label United States (“U.S.”) market entry for debilitating medical conditions.

The Company is headquartered in Irvine, California.

The Company is headquartered in Aliso Viejo, California.

On July 21, 2023 (the “Closing Date”), the Company completed the acquisition of AEON Biopharma Sub, Inc.

7 unchanged sentences

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, 2026, the Company reported cash and cash equivalents of $ 6.2 million and an accumulated deficit of $ 482.6 million.

As of June 30, 2026, the Company reported cash and cash equivalents of $ 3.4 million and an accumulated deficit of $ 483.8 million.

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

5 unchanged sentences

The Company believes this feedback provides a clear framework for the remaining analytical components of its biosimilar development program and plans to complete the majority of its analytical comparability program in 2026.

The Company is currently planning to request a BPD Type 2b meeting in 2026 to discuss the next phase of the development program to support approval of ABP-450 as a biosimilar to Botox® across all approved therapeutic indications.

The Company anticipates receiving written FDA feedback from a BPD Type 2b meeting in the second half 2026 regarding the next phase of the development program to support approval of ABP-450 as a biosimilar to BOTOX® across all approved therapeutic indications.

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.

333-281562) (as amended and supplemented, the “Registration Statement”) 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.

Any sales by us pursuant to the Registration Statement, including any sales pursuant to the ATM, will be subject to any limits imposed under applicable law, including General Instructions I.B.1 and I.B.6 of Form S-3.

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 March 31, 2026, there were 1,278,776 shares issued under the ATM for net proceeds of approximately $ 1.7 million.

As of March 31, 2026, the cumulative shares issued under the ATM were 1,657,786 shares, net proceeds were received of approximately

$ 2.0 million, and approximately $ 47.9 million of common stock remains available to be sold under the ATM.

Any sales by the Company pursuant to the Registration Statement, including any sales pursuant to the ATM, will be subject to any limits imposed under applicable law, including General Instructions I.B.1 and I.B.6 of Form S-3.

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 and six months ended June 30, 2026, there were 1,004,153 shares and 2,282,929 shares, respectively, issued under the ATM for net proceeds of approximately $ 0.9 million and $ 2.6 million, respectively.

As of June 30, 2026, the cumulative shares issued under the ATM were 2,661,939 shares, and net proceeds of approximately $ 3.0 million were received.

Although the ATM agreement provides for aggregate

gross sales of up to $ 50.0 million, the Company’s ability to make additional sales under the ATM is subject to applicable Form S-3 limitations, the continued availability of an effective registration statement, contractual restrictions, market conditions and other factors.

Accordingly, the remaining nominal program amount should not be viewed as committed or currently available financing.

The Company may cancel its at-the-market program at any time upon prior notice, pursuant to its terms.

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See Note 5 Daewoong Convertible Notes for additional information.

The commencement of additional 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.

In July 2026, the Company received aggregate net proceeds of approximately $ 13.6 million from the 2026 Offering and the subsequent over-allotment closing, subject to final closing-cost reconciliation.

See Note 10 Subsequent Events for additional information .

The commencement of additional studies, preparation for future FDA meetings and any further development or commercialization 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.

1 unchanged sentence

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.

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.

These condensed consolidated financial statements do not include any adjustments that may result from the outcome of this uncertainty, including any adjustments to reflect the possible future effects of the recoverability and classification of recorded asset amounts or the 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.

10 unchanged sentences

Unaudited Interim Financial Information

The accompanying interim condensed consolidated balance sheets as of March 31, 2026, condensed consolidated statements of operations and comprehensive (loss) income and stockholders’ deficit for the three months ended March 31, 2026 and 2025, condensed consolidated statement of cash flows for the three months ended March 31, 2026 and 2025, and the related note disclosures are unaudited.

The accompanying interim condensed consolidated balance sheets as of June 30, 2026, condensed consolidated statements of operations and comprehensive (loss) income and stockholders’ deficit for the three and six months ended June 30, 2026 and 2025, condensed consolidated statement of cash flows for the six months ended June 30, 2026 and 2025, and the related note disclosures are unaudited.

The balance sheet information as of December 31, 2025 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, 2026 and its results of operations and comprehensive (loss) income for the three months ended March 31, 2026 and 2025 and cash flows for the three months ended March 31, 2026 and 2025.

The results for the three months ended March 31, 2026 are not necessarily indicative of the results to be expected for the year ending December 31, 2026 or any other interim period.

GAAP and, in management’s opinion, on a basis consistent with the audited financial statements and reflect all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of the Company’s financial position as of June 30, 2026 and its results of operations and comprehensive (loss) income for the three and six months ended June 30, 2026 and 2025 and cash flows for the six months ended June 30, 2026 and 2025.

The results for the three and six months ended June 30, 2026 are not necessarily indicative of the results to be expected for the year ending December 31, 2026 or any other interim period.

Use of Estimates

11 unchanged sentences

Three Months Ended

Six Months Ended

Segment operating expenses:

17 unchanged sentences

Segment net (loss) income

Risk and Uncertainties

Risks 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 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.

8 unchanged sentences

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, 2026 and December 31, 2025 are as follows (in thousands):

Property and equipment, net, as of June 30, 2026 and December 31, 2025 consisted of the following (in thousands):

Furniture and fixtures

18 unchanged sentences

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 6 Fair Value Measurements ) and applicable authoritative guidance in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and Derivatives and Hedging (“ASC 815”).

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 6 Fair Value Measurements ) and applicable authoritative guidance in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, 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 (loss) income.

3 unchanged sentences

The PIPE Pre-Funded Warrants and True-Up Warrants were determined to be equity classified under ASC 815 upon their issuance.

The PIPE Warrants and the tranche right obligation (which encompasses the obligation to issue PIPE Pre-Funded Warrants,

PIPE Warrants, and the True-Up Warrants as of the Second Closing) were determined to not be indexed to the Company’s own stock under ASC 815, and as such were classified as liabilities.

The PIPE Warrants and the tranche right obligation (which encompasses the obligation to issue PIPE Pre-Funded Warrants, PIPE Warrants, and the True-Up Warrants as of the Second Closing) were determined to not be indexed to the Company’s own stock under ASC 815, and as such were classified as liabilities.

The PIPE Warrants were initially measured at fair value using a Black-Scholes calculation and recorded as a liability on the issuance date 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 (loss) income.

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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.

8 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 clinical trial expenses through March 31, 2026.

There have been no material adjustments to the Company’s estimates for clinical trial expenses through June 30, 2026.

Stock-Based Compensation

12 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.

Since the Company was in a loss position for the three months ended March 31, 2026, 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 for the three months ended March 31, 2025, there were no dilutive shares.

Basic and diluted net (loss) income per share for the three months ended March 31, 2026 and 2025 were calculated as follows (in thousands, except share and per share amounts):

Three months ended March 31, 2026

Since the Company was in a loss position for the three and six months ended June 30, 2026 and three months ended June 30, 2025, 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 for the six months ended June 30, 2025, potentially dilutive securities were included in the diluted weighted average share count because their inclusion was dilutive.

Basic and diluted net (loss) income per share for the three and six months ended June 30, 2026 and 2025 were calculated as follows (in thousands, except share and per share amounts):

Three months ended June 30, 2026

Weighted average shares of common stock outstanding, basic and diluted

Net loss per share, basic and diluted

Three months ended March 31, 2025

Six months ended June 30, 2026

Weighted average shares of common stock outstanding, basic and diluted

Net income per share, basic and diluted

Net loss per share, basic and diluted

Three months ended June 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

Weighted average shares of common stock outstanding, basic

Net income per share, basic

Weighted average shares of common stock outstanding, diluted

Net income per share, 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

Common stock options and restricted stock units

9 unchanged sentences

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.

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.

7 unchanged sentences

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

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 Warrant”) 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 Warrant”) at an Exercise Price of $ 45.00 .

(“Aegis” or the “Underwriter”) pursuant to which the Company agreed to sell and issue, in an underwritten public offering (the “2025 Offering”) 555,571 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 Warrant”) 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 Warrant”) at an Exercise Price of $ 45.00 .

The closing of the 2025 Offering occurred on January 7, 2025.

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In such event, the number of shares to be issued would be calculated as the number of Series B Warrants multiplied by a factor of 3.0 .

There were no exercises of Series A Warrants and Series B Warrants during the three months ended March 31, 2026.

During the three months ended March 31, 2025, there were 3,142,511 Series B Warrants exercised in accordance with the alternative cashless exercise provision, resulting in the issuance of 9,427,533 shares of common stock.

The fair value of the Series B 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, 2026, there were 3,565,245 units and 62,263 units of Series A Warrants and Series B Warrants outstanding, respectively.

There were no exercises of Series A Warrants and Series B Warrants during the three and six months ended June 30, 2026.

During the three and six months ended June 30, 2025, there were 295,584 and 3,438,095 Series B Warrants exercised in accordance with the alternative cashless exercise provision, respectively, resulting in the issuance of 886,752 and 10,314,285 shares of common stock, respectively.

The fair value of the Series B 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, 2026, there were 3,565,245 Series A Warrants and 62,263 Series B Warrants outstanding.

The Company recognized a loss on issuance of warrants in the first quarter of 2025 of $ 75.6 million, which reflects the fair value of the Series A Warrants and Series B Warrants in excess of the proceeds received.

For the three months ended March 31, 2026 and 2025, the Company recognized $ 0.3 million and $ 19.4 million of income related to the change in fair value of the outstanding Series A Warrants, respectively, and $ 21 thousand and $ 7.9 million of income related to the change in fair value of the remaining outstanding Series B Warrants, respectively.

For the three and six months ended June 30, 2026 and 2025, the Company recognized $ 0.9 million, $ 1.2 million, $( 0.5 ) million and $ 18.8 million, respectively, of income (expense) related to the change in fair value of the outstanding Series A Warrants, and $ 0.1 million, $ 0.1 million, $( 5.6 ) million and $ 2.3 million, respectively, of income (expense) related to the change in fair value of the remaining outstanding Series B Warrants.

Refer to Note 6 Fair Value Measurements for additional information.

3 unchanged sentences

(i) shares (the “PIPE Shares”) of its common stock, par value $ 0.0001 per share, (ii) pre-funded warrants (the “PIPE Pre-Funded Warrants”) to purchase shares of common stock, (iii) warrants (the “PIPE Warrants”) to purchase shares of common stock, and (iv) True-Up Warrants (as defined below) to purchase shares of common stock.

The purchase price paid by the Investors was

$ 0.9116 per Share (or $ 0.9115 per PIPE Pre-Funded Warrant in lieu of shares), the closing price of the Company’s stock on November 12, 2025.

The purchase price paid by the Investors was $ 0.9116 per Share (or $ 0.9115 per PIPE Pre-Funded Warrant in lieu of shares), the closing price of the Company’s stock on November 12, 2025.

At the First Closing, the Company issued 1,964,905 PIPE Pre-Funded Warrants in exchange for cash of $ 1.8 million.

5 unchanged sentences

The PIPE Pre-Funded Warrants are immediately exercisable after issuance and may be exercised at any time until all of the PIPE Pre-Funded Warrants are exercised in full.

Each of the PIPE Warrants are exercisable for the number of shares, or pre-funded warrants in lieu of shares, purchased by each Investor under the Securities Purchase Agreement (but excluding any shares issuable upon the exercise of the True-Up Warrants), at an exercise price of $ 1.09392 per share and may only be exercised for cash.

Each PIPE Warrant is exercisable for the number of shares, or pre-funded warrants in lieu of shares, purchased by each Investor under the Securities Purchase Agreement (but excluding any shares issuable upon the exercise of the True-Up Warrants), at an exercise price of $ 1.09392 per share and may only be exercised for cash.

The PIPE Warrants are immediately exercisable after issuance and may be exercised at any time until the five -year anniversary of the Second Closing.

8 unchanged sentences

As of December 31, 2025, the derivative liability was $ 14.9 million.

For the three months ended March 31, 2026, the Company recognized change in fair value of derivative liability of $ 1.7 million.

For the three and six months ended June 30, 2026, the Company recognized change in fair value of derivative liability of $ 1.7 million.

Upon the Second Closing, the Company satisfied the obligations underlying the derivative liability, and the fair value of the derivative liability upon the Second Closing of $ 16.6 million plus the proceeds of $ 4.2 million received in the Second Closing were allocated to the PIPE Warrants at grant date fair value of $ 7.4 million, and the residual value of $ 13.4 million was allocated between the PIPE Pre-Funded Warrants and the True-Up Warrants based on relative fair value to additional paid in capital on the condensed consolidated balance sheets.

The PIPE Warrants were initially measured at fair value using a Black-Scholes calculation and recorded as a liability on the issuance date, and remeasured at each reporting period with changes to fair value recorded to the condensed consolidated statements of operations and comprehensive (loss) income.

The changes in fair value of the derivative liability was a loss of $ 1.7 million and was recorded in the condensed consolidated statement of operations and comprehensive (loss) income for the three months ended March 31, 2026.

The changes in fair value of the derivative liability was a loss of $ 1.7 million, and was recorded in the condensed consolidated statement of operations and comprehensive (loss) income for the three and six months ended June 30, 2026.

Refer to Note 6 Fair Value Measurements for additional information.

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The Daewoong Warrants, which contain the same terms as the PIPE Warrants, are immediately exercisable after issuance at an exercise price of $ 1.09392 per share, may be exercised at any time until the five-year anniversary of the Second Closing and may only be exercised for cash.

The Exchange was approved and executed upon approval at the special meeting of shareholders on January 21, 2026.

The Exchange is accounted for as an extinguishment of debt and a loss on extinguishment of $ 7 6 thousand was recognized upon the closing of the Exchange.

The Exchange Agreement provided that the Company nominate one designee of Daewoong to the Company’s board of directors to serve as a Class III director at the 2026 annual meeting of stockholders, of which the director designee is currently Seongsoo Park.

Park currently serves on the Company’s board of directors and is scheduled for renomination at the 2026 annual meeting of stockholders.

During the three months ended March 31, 2026 and March 31, 2025, the Company recognized $ 8.7 million and $ 1.6 million, respectively, of expense related to the increase in the fair value of the Convertible Notes.

The Exchange was approved and executed upon approval at the special meeting of stockholders on January 21, 2026.

The Exchange is accounted for as an extinguishment of debt and a loss on extinguishment of $ 76,000 was recognized upon the closing of the Exchange.

The Exchange Agreement required the Company to nominate one designee of Daewoong to the Company’s board of directors.

Seongsoo Park was elected at the Company’s 2026 annual meeting of stockholders held on June 17, 2026 to serve as a Class III director until the Company’s 2029 annual meeting of stockholders and until his successor is duly elected and qualified, or until his earlier death, resignation or removal.

During the three and six months ended June 30, 2026 and June 30, 2025, the Company recognized zero , $ 8.7 million, $ 1.9 million and $ 3.5 million, respectively, of expense related to the increase in the fair value of the Convertible Notes.

New Convertible Note

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The New Convertible Note was recognized at its fair value of $ 1.5 million on January 21, 2026.

During the three months ended March 31, 2026, the Company recognized $ 42 thousand of expense related to the increase in the fair value of the new Convertible Note.

As of March 31, 2026, the principal amount outstanding under the new Convertible Note was $ 1.5 million, with an estimated fair value of $ 1.5 million.

During the three and six months ended June 30, 2026, the Company recognized $ 0.2 million and $ 0.3 million of expense related to the increase in the fair value of the new Convertible Note, respectively.

As of June 30, 2026, the principal amount outstanding under the new Convertible Note was $ 1.5 million, with an estimated fair value of $ 1.8 million.

The Daewoong Pre-Funded Warrants and Daewoong Warrants

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The 8.0 million Daewoong Warrants are substantially identical to the PIPE Warrants, which are exercisable at an exercise price of $ 1.09392 per share and may only be exercised for cash.

The Daewoong Warrants are immediately exercisable after issuance and may be exercisable at any time until the five-year anniversary of issuance.

The Daewoong Warrants are immediately exercisable after issuance and may be exercised at any time until the five-year anniversary of issuance.

The Daewoong Warrants are liability classified and were recognized at their fair value of $ 10.3 million on January 21, 2026.

As of March 31, 2026, the fair value of the Daewoong Warrant liability was $ 7.3 million.

During the three months ended March 31, 2026, the Company recognized $ 3.0 million of gain related to the decrease in the fair value of the Daewoong Warrants.

As of June 30, 2026, the fair value of the Daewoong Warrant liability was $ 5.2 million.

During the three and six months ended June 30, 2026, the Company recognized $ 2.2 million and $ 5.2 million of gain related to the decrease in the fair value of the Daewoong Warrants.

The exercise prices and the number of shares issuable upon exercise of the Daewoong Pre-Funded Warrants and the Daewoong Warrants are subject to customary adjustments in the case of stock dividends, stock splits, pro rata distributions, and similar events in respect of the common stock.

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Although the convertible notes were issued to a related party, the Company estimated fair value using a market participant framework as required under ASC 820.

In determining the discount rate, management considered the note’s secured status, senior priority relative to other indebtedness, long contractual maturity, and the Company’s pre-revenue operating profile, and concluded that a discount rate in the range of 15.5 % to 16.5 % appropriately reflects market participant return requirements as of March 31, 2026.

On December 15, 2025, the Company entered into an Exchange Agreement with Daewoong pursuant to which the $ 15.0 million Existing Notes held by Daewoong would be exchanged for (i) newly issued shares of common stock of the Company equal to (x) the principal and accrued interest of the Existing Notes as of the closing of the Exchange less (y) the principal amount of the New Convertible Note, divided by $ 1.00 , and then multiplied by 1.3 (and rounded down to the nearest whole share of common stock) and/or Daewoong Pre-Funded Warrants, (ii) a new senior secured convertible note for $ 1.5 million, and (iii) warrants to purchase up to 8.0 million shares of common stock.

3 unchanged sentences

The New Convertible Note was recognized at its fair value of $ 1.5 million on January 21, 2026.

During the three months ended March 31, 2026, the Company recognized $ 42 thousand of expense related to the increase in the fair value of the new Convertible Note.

As of March 31, 2026, the principal amount outstanding under the new Convertible Note was $ 1.5 million, with an estimated fair value of $ 1.5 million.

During the three and six months ended June 30, 2026, the Company recognized $ 0.2 million and $ 0.3 million of expense related to the increase in the fair value of the new Convertible Note.

As of June 30, 2026, the principal amount outstanding under the new Convertible Note was $ 1.5 million, with an estimated fair value of $ 1.8 million.

See Note 5 Daewoong Convertible Notes for more information.

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● 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 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.

9 unchanged sentences

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, 2026 and 2025, the Company recognized a de minimis, and $ 3.5 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 changes in the Company’s stock price during the period.

As of March 31, 2026 and December 31, 2025, the contingent consideration liability was $ 38 thousand and $ 42 thousand, respectively.

For the three and six months ended June 30, 2026 and three months ended June 30, 2025, the Company recognized de minimis income related to the change in fair value of contingent consideration.

For the six months ended June 30, 2025, the Company recognized $ 3.5 million of income related to the change in fair value of contingent consideration on the condensed consolidated statements of operations and comprehensive (loss) income, and primarily relates to the changes in the Company’s stock price during the period.

As of June 30, 2026 and December 31, 2025, the contingent consideration liability was approximately $ 27,000 and $ 42,000 , respectively.

Private Placement Warrants related to the Closing

As of March 31, 2026 and December 31, 2025, there were 55,403 private placement warrants outstanding related to the closing of the Merger (“SPAC Warrants”).

There were no SPAC Warrants exercised during the three months ended March 31, 2026 and 2025 .

As of June 30, 2026 and December 31, 2025, there were 55,403 private placement warrants outstanding related to the closing of the Merger (“SPAC Warrants”).

There were no SPAC Warrants exercised during the three and six months ended June 30, 2026 and 2025 .

The SPAC Warrants are accounted for as a liability with changes in the fair value recorded to the condensed consolidated statement of operations and comprehensive (loss) income.

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 SPAC Warrants as of March 31, 2026 and December 31, 2025 were de minimis.

For the three months ended March 31, 2026 and 2025, the change in fair value of the SPAC Warrants were de minimis.

The fair value of the SPAC Warrants as of June 30, 2026 and December 31, 2025 was de minimis.

For the three and six months ended June 30, 2026 and 2025, the change in fair value of the SPAC Warrants was de minimis.

Series A Warrants and Series B Warrants

The measurement of fair value for the Series A Warrants and Series B warrants were determined utilizing a Black-Scholes model considering all relevant assumptions as of each reporting period.

The measurement of fair value for the Series A Warrants and Series B Warrants was determined utilizing a Black-Scholes model considering all relevant assumptions as of each reporting period.

The fair value on grant date was recorded as a liability on the condensed consolidated balance sheets, and changes in fair value are recognized at each reporting period on the condensed consolidated statement of operations and comprehensive (loss) income.

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As the fair value of the warrants issued was 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 Warrants and Series B Warrants for the three months ended March 31, 2026 and 2025 are as follows:

For the three and six months ended June 30, 2026 and 2025, the Company recognized $ 0.9 million, $ 1.2 million, $( 0.5 ) million and $ 18.8 million of income (expense) related to the change in fair value of the outstanding Series A Warrants, respectively, and

$ 50,000 , $ 71,000 and $( 5.6 ) million, $ 2.3 million of income (expense) related to the change in fair value of the remaining outstanding Series B Warrants, respectively.

A summary of activity for the Company’s issued and outstanding Series A Warrants and Series B Warrants for the six months ended June 30, 2026 and 2025 are as follows:

Issued and Outstanding, January 1, 2026

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Number of warrants exercised

Issued and Outstanding, March 31, 2026

Issued and Outstanding, June 30, 2026

Issued and Outstanding, January 1, 2025

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( 3,438,095 )

Issued and Outstanding, March 31, 2025

Issued and Outstanding, June 30, 2025

Odeon Warrants

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As of March 31, 2026, there were 125,000 Odeon Warrants outstanding with a fair value of $ 0.1 million.

There were no exercises during the three months ended March 31, 2026.

During the three months ended March 31, 2026, the Company recognized a de minimis gain related to the decrease in the fair value of the Odeon Warrants.

As of June 30, 2026, there were 125,000 Odeon Warrants outstanding with a fair value of $ 0.1 million.

There were no exercises during the three and six months ended June 30, 2026.

During the three and six months ended June 30, 2026, the Company recognized de minimis and approximately $ 39,000 of income related to the decrease in the fair value of the Odeon Warrants.

PIPE Warrants and Daewoong Warrants

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The PIPE Warrants and Daewoong Warrants had a grant date fair value of $ 7.4 million and $ 10.3 million, respectively.

As of March 31, 2026, there were 6.5 million PIPE Warrants and 8.0 million Daewoong Warrants outstanding.

There were no exercises during the three months ended March 31, 2026.

During the three months ended March 31, 2026, the Company recognized $ 1.4 million of gain related to the decrease in the fair value of the PIPE Warrants.

During the three months ended March 31, 2026, the Company recognized $ 3.0 million of gain related to the decrease in the fair value of the Daewoong Warrants.

The table below summarizes the significant assumptions as of March 31, 2026 and respective issuance dates of the warrants:

As of June 30, 2026, there were 6.5 million PIPE Warrants and 8.0 million Daewoong Warrants outstanding.

There were no exercises during the three and six months ended June 30, 2026.

During the three and six months ended June 30, 2026, the Company recognized a gain of $ 1.8 million and $ 3.1 million related to the decrease in the fair value of the PIPE Warrants.

During the three and six months ended June 30, 2026, the Company recognized a gain of $ 2.2 million and $ 5.2 million, related to the decrease in the fair value of the Daewoong Warrants.

The table below summarizes the significant assumptions as of June 30, 2026 and respective issuance dates of the warrants:

Exercise Price

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Settlement of derivative liability

Balance, March 31, 2026

Balance, June 30, 2026

Convertible Notes

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Warrant cashless exercise

Balance, March 31, 2025

Balance, June 30, 2025

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 March 31, 2026 (in thousands):

The following table summarizes supplemental balance sheet information related to the operating lease as of June 30, 2026 (in thousands):

Minimum lease payments by fiscal year

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Discount rate

The following table summarizes supplemental disclosures of operating cost and cash flow information related to operating leases for the three months ended March 31, 2026 and 2025 (in thousands).

The following table summarizes supplemental disclosures of operating cost and cash flow information related to operating leases for the three and six months ended June 30, 2026 and 2025 (in thousands).

Three Months Ended

Six Months Ended

Cost of operating leases

Cash paid for operating leases

In the second quarter of 2026, the Company entered into a sublease agreement for its existing corporate office space.

Under the terms of the sublease, the subtenant is expected to take occupancy in the third quarter of 2026, subject to customary conditions.

The Company intends to occupy the space until the commencement of the sublease.

As of June 30, 2026, the Company was actively negotiating lease terms for an alternative office space prior to the subtenant’s occupancy, which was finalized in July 2026.

See Note 10 Subsequent Events for additional information.

Daewoong License and Supply Agreement

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Additionally, the License Agreement 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 Company has recorded $ 0.4 million and $ 0.4 million as liabilities in accrued expenses and accounts payable on the condensed consolidated balance sheets as of March 31, 2026 and December 31, 2025, respectively, for ABP-450 supplies, supplies and analytical testing performed by Daewoong.

For the three months ended March 31, 2026 and 2025, the Company recorded de minimis of research and development expenses on the condensed consolidated statement of operations and comprehensive (loss) income.

The Company has recorded $ 0.4 million and $ 0.4 million as liabilities in accrued expenses and accounts payable on the condensed consolidated balance sheets as of June 30, 2026 and December 31, 2025, respectively, for ABP-450 supplies and analytical testing performed by Daewoong.

For the three and six months ended June 30, 2026 and 2025, the Company recorded de minimis amounts of research and development expenses on the condensed consolidated statement of operations and comprehensive (loss) income.

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.

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.

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 March 31, 2026, there has been no cash dividend declared to date.

No cash dividends have been declared through June 30, 2026.

Each share of common stock is entitled to one vote.

All share and per-share amounts presented in these condensed consolidated financial statements and the accompanying notes have been retroactively adjusted for all periods presented to reflect the Company’s 1 -for-72 reverse stock split effected on February 26, 2025, including outstanding shares, weighted-average shares, earnings per share, stock options, restricted stock units, warrants and applicable exercise prices.

Common Stock Reserved

The table below summarizes the Company’s reserved common stock for further issuance as of March 31, 2026 and December 31, 2025:

The table below summarizes the Company’s reserved common stock for further issuance as of June 30, 2026 and December 31, 2025:

Stock options issued and outstanding

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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, 2026, there were 149,036 shares available for issuance.

As of June 30, 2026, there were 149,036 shares available for issuance.

There have been no shares issued under the 2023 ESPP.

1 unchanged sentence

2019 Incentive Award Plan

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

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

Outstanding, January 1, 2026

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Options forfeited

Outstanding, March 31, 2026

Exercisable, March 31, 2026

As of March 31, 2026 and December 31, 2025, the weighted average remaining contractual life of options outstanding and options exercisable was 4.8 years and 5.0 years, respectively.

During the three months ended March 31, 2026 and 2025, the Company recognized $ 0.2 million and $ 0.6 million, respectively, of share-based compensation expense related to stock options granted.

As of March 31, 2026, there was no unrecognized compensation expense related to nonvested stock options.

Outstanding, June 30, 2026

Exercisable, June 30, 2026

As of June 30, 2026 and December 31, 2025, the weighted average remaining contractual life of options outstanding and options exercisable was 4.6 years and 5.0 years, respectively.

During the three and six months ended June 30, 2026 and 2025, the Company recognized zero , $ 0.2 million, $ 0.4 million, and $ 0.9 million, respectively, of share-based compensation expense related to stock options granted.

As of June 30, 2026, there was no unrecognized compensation expense related to nonvested stock options.

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

Outstanding, January 1, 2026

Outstanding, March 31, 2026

During the three months ended March 31, 2026 and 2025, the Company recognized $ 0.3 million and $ 0.3 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, in the third quarter of 2025, the Company determined that the earnout vesting criteria was no longer probable and as such, there was no share-based compensation expense during the three months ended March 31, 2026.

During the three months ended March 31, 2025, the Company recognized $ 0.1 million of share-based compensation expense related to the restricted stock units with earnout vesting criteria.

As of March 31, 2026, total unrecognized compensation expense related to nonvested restricted stock units, excluding restricted stock units with earnout vesting criteria, was $ 1.4 million, which is expected to be recognized over the weighted-average remaining requisite service period of 10 months .

The unrecognized compensation expense for restricted stock units with the earnout criteria as of March 31, 2026 of $ 4.7 million 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, June 30, 2026

During the three and six months ended June 30, 2026 and 2025, the Company recognized $ 0.3 million, $ 0.6 million, $ 0.3 million and $ 0.6 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, for the three and six months ended June 30, 2025, the Company recognized $ 0.1 million and $ 0.3 million, respectively, and in the third quarter of 2025, the Company determined that the earnout vesting criteria was no longer probable and as such, there was no share-based compensation expense during the three and six months ended June 30, 2026.

As of June 30, 2026, total unrecognized compensation expense related to nonvested restricted stock units, excluding restricted stock units with earnout vesting criteria, was $ 1.0 million, which is expected to be recognized over the weighted-average remaining requisite service period of 8 months .

The unrecognized compensation expense for restricted stock units with the earnout criteria as of June 30, 2026 of $ 4.7 million 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, 2026, there were 17,847,331 shares of common stock available for issuance under the Company’s 2023 Incentive Award Plan (the “2023 Award Plan”).

As of June 30, 2026, there were 5,805,852 shares of common stock available for issuance under the Company’s 2023 Incentive Award Plan (the “2023 Award Plan”), which shall automatically increase on January 1 of each calendar year beginning and including January 1, 2027 and ending on and including January 1, 2033, by an amount equal to the lesser of (i) 5.0 % 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.

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

2 unchanged sentences

Options forfeited

Outstanding, March 31, 2026

Exercisable, March 31, 2026

The weighted average remaining contractual life of options outstanding and options exercisable as of March 31, 2026 and December 31, 2025 was 8.2 years and 8.5 years, respectively.

During the three months ended March 31, 2026 and 2025, the Company recognized $ 0.5 million, and $ 0.6 million respectively, of share-based compensation expense related to stock options granted.

As of March 31, 2026, total unrecognized compensation expense related to nonvested stock options was $ 2.1 million, which is expected to be recognized over the weighted-average remaining requisite service period of 17 months .

Outstanding, June 30, 2026

Exercisable, June 30, 2026

The weighted average remaining contractual life of options outstanding and options exercisable as of June 30, 2026 and December 31, 2025 was 8.0 years and 8.5 years, respectively.

During the three and six months ended June 30, 2026 and 2025, the Company recognized $ 0.3 million, $ 0.8 million, $ 0.6 million, and $ 1.3 million respectively, of share-based compensation expense related to stock options granted.

As of June 30, 2026, total unrecognized compensation expense related to nonvested stock options was $ 1.7 million, which is expected to be recognized over the weighted-average remaining requisite service period of 14 months .

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

Outstanding, January 1, 2026

Outstanding, March 31, 2026

( 2,278,801 )

Outstanding, June 30, 2026

In May 2025, due to equity pool limitations, the Company’s board of directors approved the issuance of cash-settled restricted stock units 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.

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The Company assessed the modification in accordance with ASC 718 Stock-based Compensation, and recorded $ 2.0 million to additional paid in capital, representing the fair value of the converted awards on the modification date.

During the three months ended March 31, 2026 and 2025, the Company recognized $ 0.9 million and $ 0.1 million stock-based compensation expenses related to restricted stock units granted.

As of March 31, 2026, total unrecognized compensation expense related to nonvested restricted stock units was $ 9.1 million, which is expected to be recognized over the weighted-average remaining requisite service period of 35 months .

During the three and six months ended June 30, 2026 and 2025, the Company recognized $ 0.9 million, $ 1.4 million, $ 0.1 million, and $ 0.2 million stock-based compensation expenses related to restricted stock units granted, including cash-settled restricted stock units that were converted to share-settled restricted stock units in the first quarter of 2026.

As of June 30, 2026, total unrecognized compensation expense related to nonvested restricted stock units was $ 8.9 million, which is expected to be recognized over the weighted-average remaining requisite service period of 33 months .

2025 Employee Inducement Incentive Award Plan

As of March 31, 2026, there were 1,268,825 shares of common stock available for issuance under the 2025 Employee Inducement Incentive Award Plan (the “2025 Plan”), including 1,000,000 shares that were approved in March 2026 by the Company’s board of directors to be added to the 2025 Plan.

As of June 30, 2026, there were 278,259 shares of common stock available for issuance under the 2025 Employee Inducement Incentive Award Plan (the “2025 Plan”), including 1,000,000 shares that were approved in March 2026 by the Company’s board of directors to be added to the 2025 Plan.

The following table summarizes stock options activity under the 2025 Plan:

2 unchanged sentences

Options forfeited

Outstanding, March 31, 2026

Exercisable, March 31, 2026

The weighted average remaining contractual life of options outstanding and options exercisable as of March 31, 2026 and December 31, 2025 was 9.1 years and 9.3 years, respectively.

During the three months ended March 31, 2026, the Company recognized de minimis amounts of share-based compensation expense related to stock options granted.

As of March 31, 2026, total unrecognized compensation expense related to nonvested stock options was $ 17 thousand, which is expected to be recognized over the weighted-average remaining requisite service period of 37 months .

Outstanding, June 30, 2026

Exercisable, June 30, 2026

The weighted average remaining contractual life of options outstanding and options exercisable as of June 30, 2026 and December 31, 2025 was 8.8 years and 9.3 years, respectively.

During the three and six months ended June 30, 2026, the Company

recognized de minimis amounts of share-based compensation expense related to stock options granted.

As of June 30, 2026, total unrecognized compensation expense related to nonvested stock options was approximately $ 15,000 , which is expected to be recognized over the weighted-average remaining requisite service period of 34 months .

The following table summarizes restricted stock units activity under the 2025 Plan.

Outstanding, January 1, 2026

Outstanding, March 31, 2026

During the three months ended March 31, 2026, the Company recognized de minimis amounts of share-based compensation expense related to restricted stock units granted.

As of March 31, 2026, total unrecognized compensation expense related to nonvested restricted stock units was $ 1.0 million, which is expected to be recognized over the weighted-average remaining requisite service period of 44 months .

Outstanding, June 30, 2026

During the three and six months ended June 30, 2026, the Company recognized $ 0.1 million, $ 0.1 million, de minimis and de minimis, respectively, of share-based compensation expense related to restricted stock units granted.

As of June 30, 2026, total unrecognized compensation expense related to nonvested restricted stock units was $ 1.0 million, which is expected to be recognized over the weighted-average remaining requisite service period of 36 months .

Share-based Compensation Expense and Valuation Information

2 unchanged sentences

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

During the three months ended March 31, 2026 and 2025, the Company recognized $ 1.9 million and $ 1.7 million, respectively, of share-based compensation expense, of which $ 1.5 million, and $ 1.3 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 (loss) income.

During the three and six months ended June 30, 2026 and 2025, the Company recognized $ 1.9 million, $ 3.8 million, $ 1.7 million and $ 3.4 million, respectively, of share-based compensation expense, of which $ 1.5 million, and $ 3.0 million, $ 1.3 million, $ 2.6 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.

In connection with the converted restricted stock units, the Company reclassified $ 0.4 million from accrued compensation to additional paid-in capital.

Subsequent Events

The Company has further evaluated subsequent events for recognition and remeasurement purposes as of and for the three months ended March 31, 2026.

The Company has further evaluated subsequent events for recognition and remeasurement purposes as of and for the six months ended June 30, 2026.

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, other than as disclosed below.

In April 2026, the Company entered into a sublease agreement for its existing corporate office space, which was finalized with landlord consent in May 2026.

Under the terms of the sublease, the subtenant is expected to take occupancy in the third quarter of 2026, subject to customary conditions.

The Company is actively evaluating alternative office locations and expects to relocate to a smaller space prior to the subtenant’s occupancy.

The Company intends to occupy the space until the commencement of a fully executed sublease.

From April 1, 2026 through May 11, 2026, the Company issued 1,004,153 shares under the ATM for net proceeds of $ 0.9 million, and approximately $ 47.0 million of common stock remained available to be sold under the ATM.

On July 13, 2026, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Lake Street Capital Markets, LLC, as representative of the several underwriters named therein (the “Representative”), relating to the Company's underwritten public offering (the “2026 Offering”) of (i) 17,851,599 shares (the “Shares”) of the Company's Class A common stock, par value $ 0.0001 per share (the “Common Stock”), and (ii) pre-funded warrants to purchase 24,837,008 shares of Common Stock (the “Pre-Funded Warrants”).

Each share of Common Stock and each Pre-Funded Warrant was accompanied with (i) one two-year milestone warrant to purchase shares of Common Stock (the “Two-Year Milestone Warrant”) and (ii) one five-year milestone warrant to purchase shares of Common Stock (the “Five-Year Milestone Warrant”, collectively with the Two-Year Milestone Warrant, the “Milestone Warrants,” and together with the Pre-Funded Warrants, the “Warrants”).

The combined public offering price was $ 0.3221 per share of Common Stock and accompanying Milestone Warrants and $ 0.3220 per Pre-Funded Warrant and accompanying Milestone Warrants.

Pursuant to the Underwriting Agreement, the Company also granted the Representative a 30-day option to purchase up to 6,403,291 additional shares of Common Stock or Pre-Funded Warrants to purchase up to 6,403,291 shares of Common Stock in lieu thereof (or any combination thereof), accompanied by corresponding Milestone Warrants, solely to cover over-

allotments, if any (the “Over-Allotment”).

The 2026 Offering closed on July 15, 2026.

The Company received net proceeds of approximately $ 12.2 million from the 2026 Offering, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company.

On July 14, 2026, the Representative partially exercised the Over-Allotment to purchase Two-Year Milestone Warrants to purchase 6,403,290 shares of Common Stock and Five-Year Milestone Warrants to purchase 6,403,290 shares of Common Stock.

On July 23, 2026, the Company issued and sold to the Underwriters pursuant to the Representative’s partial exercise of the Over-Allotment, 4,696,102 shares of the Company's Common Stock, for additional net proceeds of approximately $ 1.4 million, after deducting underwriting discounts and commissions.

The Company intends to use the net proceeds of the 2026 Offering and Over-Allotment for working capital and general corporate purposes, including conducting comparative analytical testing on ABP-450 to support biosimilarity to BOTOX®.

In July 2026, the Company entered into a non-cancellable lease agreement for new office space located in Aliso Viejo, California.

The lease term commenced on August 1, 2026 and will continue for approximately three years , subject to renewal options as specified in the agreement.

The lease provides for aggregate fixed lease payments of approximately $ 0.2 million over the lease term, excluding common area maintenance charges, taxes, insurance, and other variable payments.

Upon lease commencement, the Company expects to recognize a right-of-use asset and a corresponding lease liability on its consolidated balance sheet in accordance with ASC 842, Leases .

The Company is currently evaluating the accounting impact of the lease, including the initial measurement of the related right-of-use asset and lease liability.

As of the date of issuance of these financial statements, the Company has not yet determined the final amounts to be recognized.

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