AEON Biopharma, Inc. 10-Q

Item 1. Financial Statements ​ AEON BIOPHARMA, INC. CONDENSED CONSOLIDATED BALANCE SHEET S (in thousands, except share data and par value amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ December 31, ​ ​ ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ (Unaudited) ​ ​ ​ ASSETS ​ ​ ​ ​ ​ Current assets: ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 3,431 ​ $ 3,006 ​ Prepaid expenses and other current assets ​ 562 ​ 392 ​ Total current assets ​ 3,993 ​ 3,398 ​ Property and equipment, net ​ 123 ​ 162 ​ Operating lease right-of-use asset ​ 931 ​ 1,052 ​ Other assets ​ 863 ​ 948 ​ Total assets ​ $ 5,910 ​ $ 5,560 ​ LIABILITIES AND STOCKHOLDERS' DEFICIT ​ ​ ​ ​ ​ Current liabilities: ​ ​ ​ ​ ​ Accounts payable ​ $ 2,697 ​ $ 942 ​ Accrued clinical trials expenses ​ 933 ​ 1,426 ​ Accrued compensation ​ 1,897 ​ 2,872 ​ Other accrued expenses ​ 1,815 ​ 1,657 ​ Total current liabilities ​ 7,342 ​ 6,897 ​ Convertible notes at fair value, including related party amount of $ 1,755 and $ 34,600 at June 30, 2026 and December 31, 2025, respectively ​ 1,755 ​ 34,600 ​ Operating lease liability ​ 757 ​ 893 ​ Derivative liability ​ ​ — ​ ​ 14,879 ​ Warrant liabilities ​ ​ 11,367 ​ ​ 3,276 ​ Contingent consideration liability ​ ​ 27 ​ ​ 42 ​ Other liabilities ​ 23 ​ — ​ Total liabilities ​ 21,271 ​ 60,587 ​ Commitments and contingencies (Note 7) ​ ​ ​ ​ ​ Stockholders’ Deficit: ​ ​ ​ ​ ​ Class A common stock, $ 0.0001 par value; 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 ​ 10 ​ 9 ​ Additional paid-in capital ​ 468,396 ​ 415,783 ​ Accumulated deficit ​ ( 483,767 ) ​ ( 470,819 ) ​ Total stockholders' deficit ​ ( 15,361 ) ​ ( 55,027 ) ​ Total liabilities and stockholders' deficit ​ $ 5,910 ​ $ 5,560 ​ ​ ​ See accompanying notes to the condensed consolidated financial statements. ​ ​ ​ ​ ​ ​ ​ ​ ​ 5 Table of Contents ​ ​ ​ AEON BIOPHARMA, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME (in thousands, except share and per share data) (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Six Months Ended ​ ​ June 30, ​ June 30, ​ ​ 2026 ​ ​ ​ 2025 ​ 2026 ​ ​ ​ 2025 Operating expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Selling, general and administrative ​ $ 2,991 ​ $ 3,258 ​ $ 6,893 ​ $ 6,383 Research and development ​ 2,938 ​ 1,064 ​ 4,973 ​ 1,889 Change in fair value of contingent consideration ​ ( 10 ) ​ 16 ​ ( 15 ) ​ ( 3,472 ) Total operating costs and expenses ​ 5,919 ​ 4,338 ​ 11,851 ​ 4,800 Loss from operations ​ ( 5,919 ) ​ ( 4,338 ) ​ ( 11,851 ) ​ ( 4,800 ) Other (loss) income: ​ ​ ​ ​ ​ ​ ​ ​ Change in fair value of convertible notes ​ ( 213 ) ​ ( 1,854 ) ​ ( 8,940 ) ​ ( 3,485 ) Change in fair value of warrants ​ 4,941 ​ ( 542 ) ​ 9,597 ​ 86,187 Loss on issuance of warrants ​ ​ — ​ ​ — ​ ​ — ​ ( 75,644 ) Loss on extinguishment of debt ​ ​ — ​ ​ — ​ ​ ( 76 ) ​ — Loss on derivative liability ​ ​ — ​ ​ — ​ ​ ( 1,743 ) ​ ​ — Other income, net ​ 36 ​ 92 ​ 65 ​ 195 Total other (loss) income, net ​ 4,764 ​ ( 2,304 ) ​ ( 1,097 ) ​ 7,253 (Loss) income before taxes ​ ( 1,155 ) ​ ( 6,642 ) ​ ( 12,948 ) ​ 2,453 Income taxes ​ — ​ — ​ — ​ — Net (loss) income ​ $ ( 1,155 ) ​ $ ( 6,642 ) ​ $ ( 12,948 ) ​ $ 2,453 Basic net (loss) income per share ​ $ ( 0.02 ) ​ $ ( 0.60 ) ​ $ ( 0.28 ) ​ $ 0.32 Diluted net (loss) income per share ​ $ ( 0.02 ) ​ $ ( 0.60 ) ​ $ ( 0.28 ) ​ $ 0.31 Weighted average shares of common stock outstanding used to compute basic net (loss) income per share ​ ​ 50,530,946 ​ ​ 11,090,809 ​ ​ 45,599,911 ​ ​ 7,557,472 Weighted average shares of common stock outstanding used to compute diluted net (loss) income per share ​ 50,530,946 ​ 11,090,809 ​ 45,599,911 ​ 7,848,566 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ See accompanying notes to the condensed consolidated financial statements. ​ 6 Table of Contents AEON BIOPHARMA, INC. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT (in thousands, except share data) (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ ​ ​ ​ ​ ​ ​ ​ Total ​ ​ Common Stock ​ Paid-in ​ Accumulated ​ Stockholders' ​ ​ Shares ​ Amount ​ Capital ​ Deficit ​ Deficit Balance as of January 1, 2026 12,105,902 ​ $ 9 ​ $ 415,783 ​ $ ( 470,819 ) ​ $ ( 55,027 ) Net loss — ​ — ​ — ​ ( 12,948 ) ​ ( 12,948 ) Issuance of pre-funded warrants related to PIPE financing — ​ — ​ 13,437 ​ — ​ 13,437 Issuance of shares related to at-the-market offering, net 2,282,929 ​ — ​ 2,551 ​ — ​ 2,551 Issuance of shares related to exchange of convertible notes ​ 11,918,380 ​ ​ 1 ​ ​ 31,488 ​ ​ — ​ ​ 31,489 Modification of cash-settled restricted stock units ​ — ​ ​ — ​ ​ 1,952 ​ ​ — ​ ​ 1,952 Stock-based compensation expense ​ — ​ ​ — ​ ​ 3,185 ​ ​ — ​ ​ 3,185 Balance as of June 30, 2026 26,307,211 ​ $ 10 ​ $ 468,396 ​ $ ( 483,767 ) ​ $ ( 15,361 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance as of January 1, 2025 ​ 555,511 ​ $ 4 ​ $ 403,024 ​ $ ( 431,597 ) ​ $ ( 28,569 ) Net income ​ — ​ — ​ — ​ 2,453 ​ ​ 2,453 Issuance of shares and reclassification of liability related to cashless warrant exercises ​ 10,869,856 ​ ​ 5 ​ ​ 6,864 ​ ​ — ​ ​ 6,869 Issuance of shares related to at-the-market offering, net ​ 112,503 ​ ​ — ​ ​ 84 ​ ​ — ​ ​ 84 Stock-based compensation expense ​ — ​ ​ — ​ ​ 3,311 ​ ​ — ​ ​ 3,311 Balance as of June 30, 2025 11,537,870 ​ $ 9 ​ $ 413,283 ​ $ ( 429,144 ) ​ $ ( 15,852 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ ​ ​ ​ ​ ​ ​ ​ Total ​ ​ Common Stock ​ Paid-in ​ ​ Accumulated ​ Stockholders' ​ ​ Shares ​ Amount ​ Capital ​ Deficit ​ Deficit Balance as of April 1, 2026 25,303,058 ​ $ 10 ​ $ 465,850 ​ $ ( 482,612 ) ​ $ ( 16,752 ) Net loss — ​ $ — ​ $ — ​ $ ( 1,155 ) ​ ( 1,155 ) Issuance of shares related to at-the-market offering, net ​ 1,004,153 ​ $ — ​ $ 887 ​ $ — ​ ​ 887 Stock-based compensation expense ​ — ​ $ — ​ $ 1,659 ​ $ — ​ ​ 1,659 Balance as of June 30, 2026 26,307,211 ​ $ 10 ​ $ 468,396 ​ $ ( 483,767 ) ​ $ ( 15,361 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance as of April 1, 2025 10,538,615 ​ $ 9 ​ $ 411,170 ​ $ ( 422,502 ) ​ $ ( 11,323 ) Net loss — ​ — ​ — ​ ( 6,642 ) ​ ( 6,642 ) Issuance of shares and reclassification of liability related to cashless warrant exercises ​ 886,752 ​ ​ — ​ ​ 446 ​ ​ — ​ ​ 446 Issuance of shares related to at-the-market offering, net ​ 112,503 ​ ​ — ​ ​ 84 ​ ​ — ​ ​ 84 Stock-based compensation expense ​ — ​ ​ — ​ ​ 1,583 ​ ​ — ​ ​ 1,583 Balance as of June 30, 2025 11,537,870 ​ $ 9 ​ $ 413,283 ​ $ ( 429,144 ) ​ $ ( 15,852 ) ​ ​ ​ ​ See accompanying notes to the condensed consolidated financial statements. ​ ​ 7 Table of Contents AEON BIOPHARMA, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Six Months Ended ​ ​ June 30, ​ ​ 2026 ​ 2025 Cash flows from operating activities: ​ ​ ​ ​ ​ Net (loss) income ​ $ ( 12,948 ) ​ $ 2,453 Adjustments to reconcile net (loss) income to net cash used in operating activities: ​ ​ ​ ​ Depreciation ​ 39 ​ 39 Stock-based compensation expense ​ ​ 3,591 ​ 3,311 Loss on issuance of warrants ​ — ​ 75,644 Loss on extinguishment of debt ​ ​ 76 ​ — Change in fair value of convertible notes ​ ​ 8,940 ​ 3,485 Change in fair value of warrants ​ ​ ( 9,597 ) ​ ( 86,187 ) Loss on derivative liability ​ ​ 1,743 ​ ​ — Change in fair value of contingent consideration ​ ​ ( 15 ) ​ ​ ( 3,472 ) Changes in operating assets and liabilities: ​ ​ ​ ​ ​ Prepaid expenses and other current assets ​ ( 169 ) ​ ( 245 ) Accounts payable ​ 1,755 ​ ( 2,003 ) Accrued expenses and other liabilities ​ 159 ​ ( 3,018 ) Other assets and liabilities ​ 92 ​ ( 7 ) Net cash used in operating activities ​ ( 6,334 ) ​ ( 10,000 ) Cash flows from investing activities: ​ ​ ​ ​ Purchases of property and equipment ​ — ​ ( 4 ) Net cash used in investing activities ​ — ​ ( 4 ) Cash flows from financing activities: ​ ​ ​ ​ Proceeds from PIPE financing ​ ​ 4,208 ​ ​ — Proceeds from issuance of at-the-market shares, net ​ ​ 2,551 ​ ​ 84 Proceeds from issuance of public offering shares, net ​ ​ — ​ ​ 18,346 Net cash provided by financing activities ​ 6,759 ​ 18,430 Net increase in cash ​ 425 ​ 8,426 Cash and cash equivalents at beginning of period ​ 3,006 ​ 13 Cash and cash equivalents at end of period ​ $ 3,431 ​ $ 8,439 Supplemental disclosure of cash flow information: ​ ​ ​ ​ Non-cash financing activities: ​ ​ ​ ​ Settlement of convertible notes with common shares ​ $ 31,489 ​ $ — Reclassification of derivative liability to equity and warrant liabilities in connection with PIPE financing ​ ​ 16,622 ​ ​ — Modification of cash-settled restricted stock units ​ ​ 1,952 ​ ​ — Cashless warrant exercises ​ $ — ​ $ 6,864 ​ ​ ​ ​ ​ ​ ​ ​ See accompanying notes to the condensed consolidated financial statements. ​ 8 Table of Contents AEON BIOPHARMA, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Note 1. Organization Description of Business AEON Biopharma, Inc. (“AEON” or the “Company”) is a biopharmaceutical company 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 Aliso Viejo, California. On July 21, 2023 (the “Closing Date”), the Company completed the acquisition of AEON Biopharma Sub, Inc. (formerly known as AEON Biopharma, Inc.) (“Old AEON”) pursuant to the definitive agreement dated December 12, 2022 (the “Business Combination Agreement”), as amended April 27, 2023, by and among Priveterra Acquisition Corp. (“Priveterra”), Priveterra’s wholly-owned subsidiary, Priveterra Merger Sub, Inc., and Old AEON (the “Merger”). On the Closing Date, Old AEON merged with Priveterra Merger Sub, Inc., with Old AEON surviving the merger as a wholly-owned subsidiary of the Company. Also on the Closing Date, the Company changed its name from “Priveterra Acquisition Corp.” to “AEON Biopharma, Inc.” and is referred to herein as “AEON,” or the “Company.” The Company’s Class A common stock is trading on NYSE American under the symbol “AEON.” Liquidity and Going Concern The accompanying condensed consolidated financial statements have been prepared on a basis that assumes the Company will continue as a going concern. The Company has experienced recurring losses from operations and has a net capital deficiency and negative cash flows from operations since its inception. As of 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. The Company is seeking full-label U.S. market entry by developing its ABP-450 as a biosimilar through submission of a BLA under Section 351(k), using AbbVie Inc.’s product BOTOX® as a proposed reference product for all of the indications for which BOTOX® is approved, other than the cosmetic uses for which the Company does not hold development or commercialization rights. The Company held an initial meeting with the FDA in the third quarter of 2024 during which it aligned with the FDA on next steps to develop a BOTOX® biosimilar. The Company commenced analytical studies in the fourth quarter of 2024 to prepare for a BPD Type 2a meeting with the FDA that was held in January 2026. During the meeting, the FDA reviewed the Company’s proposed analytical similarity strategy under the 351(k) biosimilar pathway, acknowledged the scientific challenges associated with characterizing a 900 kDa botulinum neurotoxin complex, provided constructive feedback on the Company’s proposed development approach and analytical assessment plan, and noted that the analytical methodologies appeared reasonable to support advancement of the program toward a comprehensive analytical similarity package. 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 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 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 9 Table of Contents 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. On November 12, 2025, the Company entered into a Securities Purchase Agreement with certain investors whereby the Company issued and sold to the investors certain PIPE Shares, PIPE Pre-Funded Warrants, PIPE Warrants and True-Up Warrants (each, as defined below) for total gross proceeds of $ 6.0 million. The Company received gross proceeds of $ 1.8 million and $ 4.2 million upon the First Closing on November 18, 2025 (the “First Closing”) and the Second Closing on January 27, 2026 (the “Second Closing”), respectively. See Note 4 Private Placement Financing for additional information. On November 12, 2025, the Company entered into a Term Sheet with Daewoong (the “Term Sheet”) relating to the exchange of the outstanding senior secured convertible notes of the Company held by Daewoong of $ 5.0 million and $ 10.0 million in principal with maturity dates of March 2027 and April 2027, respectively (the “Exchange”). On December 15, 2025, the Company entered into an agreement with Daewoong (the “Exchange Agreement”) consistent with the terms of the Term Sheet pursuant to which the Existing Notes (as defined below) 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 (as defined below), divided by $ 1.00 , and then multiplied by 1.3 (and rounded down to the nearest whole share of common stock) and/or pre-funded warrants to purchase shares of common stock (the “Daewoong Pre-Funded Warrants”) in lieu of any shares of common stock that would result in Daewoong’s beneficial ownership of common stock exceeding 49.99 % (the “Exchange Shares”), (ii) a new senior secured convertible note for $ 1.5 million (the “New Convertible Note”), and (iii) warrants to purchase up to 8.0 million shares of common stock at an exercise price of $ 1.09392 per share (the “Daewoong Warrants”). The Daewoong Warrants, which contain the same terms as the PIPE Warrants (as defined below), may only be exercised for cash. The Daewoong Warrants are immediately exercisable after issuance and may be exercised at any time until the five-year anniversary of the Second Closing. See Note 5 Daewoong Convertible Notes for additional information. 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. Furthermore, the use of equity as a source of financing would dilute existing shareholders. 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. 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. The Company’s future operations are highly dependent on a combination of factors, including (1) the success of its research and development programs; (2) the timely and successful completion of any additional financing; (3) the development of competitive therapies by other biotechnology and pharmaceutical companies; (4) the Company’s ability to manage growth of the organization; (5) the Company’s ability to protect its technology and products; and, ultimately (6) regulatory approval and successful commercialization and market acceptance of its product candidates. 10 Table of Contents Note 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The condensed consolidated financial statements include the accounts of the Company and its controlled subsidiaries. Unaudited Interim Financial Information The accompanying interim condensed consolidated balance sheets as of 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, 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 The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the financial statements and disclosures made in the accompanying notes. The Company’s most significant estimates relate to the research and development accruals, valuation of stock-based compensation, and the fair values of warrant liabilities, convertible notes, and derivative liability, among others. Although the Company bases estimates on historical experience, knowledge of current events and actions it may undertake in the future, and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments over the carrying values of assets and liabilities, this process may result in actual results differing materially from those estimated amounts used in the preparation of the financial statements. Segment Reporting The Company determined that it operates and manages its business as one operating segment, focused on the research and development of ABP-450. The Company’s chief operating decision maker (“CODM”) is the Company’s Chief Executive Officer, who reviews its consolidated operating results for the purpose of assessing liquidity needs, allocating resources and evaluating financial performance. Asset information, including monitoring of its cash and cash equivalents, provided to the CODM is consistent with those reported on the condensed consolidated balance sheets. The key measure of the Company’s single segment profit and loss that the CODM uses to allocate resources and assess performance is the Company’s operating (loss) income as reported on the condensed consolidated statement of operations and comprehensive (loss) income. 11 Table of Contents The table below shows a reconciliation of the Company’s net (loss) income, including the significant expense categories regularly provided to and reviewed by the CODM, as computed under U.S. GAAP to the Company’s total consolidated net (loss) income as reported in the condensed consolidated statement of operations and comprehensive (loss) income: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Six Months Ended ​ June 30, ​ June 30, ​ 2026 ​ ​ ​ 2025 ​ 2026 ​ ​ ​ 2025 ​ ​ ​ ​ ​ ​ ​ ​ Segment operating expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Compensation and benefits $ 2,851 ​ $ 2,505 ​ $ 5,980 ​ $ 4,894 Professional and legal fees 677 ​ 1,167 ​ 2,119 ​ 2,386 Office and travel ​ 317 ​ ​ 285 ​ ​ 618 ​ ​ 515 Research and development 2,084 ​ 365 ​ 3,149 ​ 477 Total selling, general and administrative, and research and development 5,929 ​ 4,322 ​ 11,866 ​ 8,272 Change in fair value of contingent consideration ​ ( 10 ) ​ ​ 16 ​ ​ ( 15 ) ​ ​ ( 3,472 ) Total operating costs and expenses ​ 5,919 ​ ​ 4,338 ​ ​ 11,851 ​ ​ 4,800 Loss from operations ​ ( 5,919 ) ​ ​ ( 4,338 ) ​ ​ ( 11,851 ) ​ ​ ( 4,800 ) Other segment items: ​ ​ ​ ​ ​ ​ Change in fair value of convertible notes ( 213 ) ​ ( 1,854 ) ​ ( 8,940 ) ​ ( 3,485 ) Change in fair value of warrants 4,941 ​ ( 542 ) ​ 9,597 ​ 86,187 Loss on issuance of warrants ​ — ​ ​ — ​ ​ — ​ ​ ( 75,644 ) Loss on extinguishment of debt ​ — ​ — ​ ​ ( 76 ) ​ — Loss on derivative liability ​ — ​ — ​ ​ ( 1,743 ) ​ — Other income, net 36 ​ 92 ​ 65 ​ 195 Total other segment items, net 4,764 ​ ( 2,304 ) ​ ( 1,097 ) ​ 7,253 (Loss) income before taxes ( 1,155 ) ​ ( 6,642 ) ​ ( 12,948 ) ​ 2,453 Income taxes — ​ — ​ — ​ — Segment net (loss) income $ ( 1,155 ) ​ $ ( 6,642 ) ​ $ ( 12,948 ) ​ $ 2,453 ​ 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. The Company relies on Daewoong, a South Korean pharmaceutical manufacturer, as an exclusive and sole supplier to manufacture the Company’s source material for product candidates. Any termination or loss of significant rights, including exclusivity, under the Company’s license and supply agreement with Daewoong would materially and adversely affect the Company’s commercialization of its products. See Note 7 Commitments and Contingencies for a discussion of the Daewoong Agreement. Property and Equipment Property and equipment are carried at cost less accumulated depreciation and amortization. The cost of property and equipment is depreciated over the estimated useful lives of the respective assets. The Company’s furniture and fixtures are depreciated on a straight-line basis over a period of seven years . Equipment is depreciated over a useful life of five years . Leasehold improvements are amortized over the lesser of the estimated useful life of the asset or the related lease term. 12 Table of Contents Property and equipment, net, as of June 30, 2026 and December 31, 2025 consisted of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ ​ December 31, ​ ​ ​ ​ ​ 2026 ​ ​ ​ ​ 2025 ​ Furniture and fixtures ​ $ 199 ​ ​ $ 199 ​ Equipment ​ 241 ​ ​ 241 ​ Leasehold improvements ​ 66 ​ ​ 66 ​ Property and equipment ​ 506 ​ ​ 506 ​ Accumulated depreciation ​ ( 383 ) ​ ​ ( 344 ) ​ Property and equipment, net ​ $ 123 ​ ​ $ 162 ​ ​ Other Accrued Expenses Other accrued expenses were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ ​ ​ December 31, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 ​ Legal expenses ​ $ 27 ​ ​ $ 244 ​ Excise tax liability ​ ​ 576 ​ ​ ​ 570 ​ Operating lease liability - short term portion ​ ​ 263 ​ ​ ​ 252 ​ Daewoong supplies & analytical testing ​ ​ 234 ​ ​ ​ 424 ​ SG&A consulting expenses ​ ​ 127 ​ ​ ​ 9 ​ R&D consulting expenses ​ ​ 482 ​ ​ ​ 80 ​ Remaining other accrued expenses ​ ​ 106 ​ ​ ​ 78 ​ Total other accrued expenses ​ $ 1,815 ​ $ 1,657 ​ ​ Convertible Notes The Company elected to account for its convertible notes at fair value at inception and at each subsequent reporting date. Subsequent changes in fair value are recorded as a component of non-operating (loss) income in the condensed consolidated statements of operations or as a component of other comprehensive (loss) income for changes related to instrument-specific credit risk. As a result of electing the fair value option, direct costs and fees related to the convertible notes are expensed as incurred. Contingent Consideration The Company accounts for its contingent consideration as either equity-classified or liability-classified instruments based on an assessment of the Contingent Consideration Shares' specific terms (as further defined in Note 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. Derivative Liability The Company accounts for its derivative liabilities as either equity-classified or liability-classified instruments based on an assessment of the specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The Company identified that the First Closing of the PIPE contained pre-funded warrants, a tranche right obligation and a True-Up Warrant obligation, and the Second Closing contained pre-funded warrants, PIPE Warrants and True-Up Warrants. 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. 13 Table of Contents 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. The valuation is subject to inputs and assumptions that have variability, including stock price, risk free rate and volatility. As stock price, risk-free rate and/or volatility increases or decreases, this may result in an increase or decrease, respectively, in the liability. The Company recognized the PIPE Pre-Funded Warrants and True-Up Warrants based on their relative fair values in additional paid-in capital on the issuance date, net of issuance costs. Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the warrants are freestanding financial instruments and meet all of the requirements for equity classification, including whether the warrants are indexed to the Company’s own shares of common stock, among other conditions for equity classification. This assessment is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as a liability at their initial fair value on the date of issuance, and remeasured at each balance sheet date thereafter until settlement. Changes in the estimated fair value of the warrants are recognized in the Company’s condensed consolidated statements of operations and comprehensive (loss) income. The valuation is subject to inputs and assumptions that have variability, including stock price, risk free rate and volatility. As the stock price, risk free rate and/or volatility increases or decreases, this may result in an increase or decrease, respectively, in the liabilities. Fair Value of Financial Instruments Fair value is defined as the exchange price that would be received for an asset or an exit price paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Fair value measurements are based on a three-tiered valuation hierarchy, which is classified and disclosed by the Company in one of the three categories as follows: · Level 1 — Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; · Level 2 — Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities in active markets; quoted prices in markets that are not active; or other inputs that are observable, either directly or indirectly, or can be corroborated by observable market data for substantially the full term of the asset or liability; and · Level 3 — Prices or valuation techniques that require unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Leases The Company determines whether a contract is, or contains, a lease at inception. Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset during the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at lease commencement based upon the estimated present value of unpaid lease payments over the lease term using the Company’s incremental borrowing rate applicable to the underlying asset unless the implicit rate is readily determinable. The Company determines the lease term as the noncancellable period of the lease, and may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Leases with a term of 12 months or less are not recognized on the balance sheets. 14 Table of Contents Research and Development Expenses Research and development costs are expensed as incurred. Research and development expenses consist primarily of costs associated with the Company’s biosimilar analyses and clinical studies including clinical trial design, clinical site reimbursement, data management, travel expenses and the cost of products used for biosimilar studies and clinical trials, consulting and internal and external costs associated with the Company’s regulatory compliance and quality assurance functions, including the costs of outside consultants and contractors that assist in the process of submitting and maintaining regulatory filings, and overhead costs. Additionally, research and development expenses include employee compensation, including stock-based compensation, supplies, consulting, prototyping, testing, materials, travel expenses and an allocation of facility overhead expenses. Costs incurred in obtaining technology licenses are charged to acquired in-process research and development if the technology licensed has not reached technological feasibility and has no alternative future use. The Company accrues the expenses for its clinical trial activities performed by third parties, including clinical research organizations and other service providers, based upon estimates of the work completed over the life of the individual study in accordance with associated agreements. The Company determines these estimates through discussion with internal personnel and outside service providers as to progress or stage of completion of trials or services pursuant to contracts with clinical research organizations and other service providers and the agreed-upon fee to be paid for such services. Payments made to outside service providers in advance of the performance of the related services are recorded as prepaid expenses and other current assets until the services are rendered. There have been no material adjustments to the Company’s estimates for clinical trial expenses through June 30, 2026. Stock-Based Compensation The Company recognizes compensation expense for all share-based awards. The Company accounts for stock-based compensation as measured at grant date, based on the fair value of the award. The Company measures the fair value of awards granted using the Black-Scholes option pricing model, which requires the input of subjective assumptions, including the estimated fair value of common stock, the expected volatility of the Company’s common stock, expected risk-free interest rate, and the option’s expected life. The Company also evaluates the impact of modifications made to the original terms of equity awards when they occur. The fair value of equity awards that are expected to vest is amortized on a straight-line basis over the requisite service period. Stock-based compensation expense is recognized net of actual forfeitures when they occur, as an increase to additional paid-in capital in the condensed consolidated balance sheets and in selling, general and administrative or research and development expenses in the condensed consolidated statements of operations and comprehensive (loss) income. All stock-based compensation costs are recorded in the condensed consolidated statements of operations and comprehensive (loss) income based upon the underlying employee’s role within the Company. Net (Loss) Income Per Share The Company only has one class of shares. Basic net (loss) income per share is computed by dividing the net (loss) income by the weighted average number of shares of common stock outstanding during the period, without consideration for potentially dilutive shares of common stock. Due to their nominal exercise price, the shares underlying outstanding pre-funded warrants are also included in the calculation of basic net (loss) income per share. Diluted net (loss) income per share is computed by dividing the net (loss) income by the weighted-average shares of common stock and potentially dilutive securities outstanding during the period using the treasury stock and if-converted methods, unless their inclusion would have been anti-dilutive. For purposes of the diluted net loss per share calculation, warrants, convertible notes and common stock options were considered as potentially dilutive securities. 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. 15 Table of Contents 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 ​ ​ ​ ​ ​ ​ ​ Net loss $ ( 1,155 ) Weighted average shares of common stock outstanding, basic and diluted ​ 50,530,946 Net loss per share, basic and diluted $ ( 0.02 ) ​ ​ ​ ​ ​ Six months ended June 30, 2026 ​ ​ ​ ​ ​ ​ ​ Net loss ​ $ ( 12,948 ) Weighted average shares of common stock outstanding, basic and diluted ​ 45,599,911 Net loss per share, basic and diluted ​ $ ( 0.28 ) ​ ​ ​ ​ ​ ​ Three months ended June 30, 2025 ​ ​ ​ ​ ​ ​ ​ Net loss $ ( 6,642 ) Weighted average shares of common stock outstanding, basic and diluted ​ 11,090,809 Net loss per share, basic and diluted $ ( 0.60 ) ​ ​ ​ ​ ​ Six months ended June 30, 2025 ​ ​ ​ ​ ​ Net income ​ $ 2,453 Weighted average shares of common stock outstanding, basic ​ 7,557,472 Net income per share, basic ​ ​ 0.32 Weighted average shares of common stock outstanding, diluted ​ ​ 7,848,566 Net income per share, diluted ​ $ 0.31 ​ 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 ​ ​ June 30, ​ June 30, ​ ​ 2026 ​ 2025 ​ 2026 ​ 2025 Warrants ​ 18,389,740 ​ 3,747,798 ​ 18,389,740 ​ 3,747,798 Common stock options and restricted stock units 11,535,322 461,962 ​ 11,535,322 ​ 170,869 Convertible notes ​ 2,902,429 ​ 399,128 ​ 2,902,429 ​ 399,128 ​ 32,827,491 4,608,888 ​ 32,827,491 ​ 4,317,795 ​ Contingencies The Company may be, from time to time, a party to various disputes and claims arising from normal business activities. The Company continually assesses litigation to determine if an unfavorable outcome would lead to a probable loss or reasonably possible loss which could be estimated. The Company accrues for all contingencies at the earliest date at which the Company deems it probable that a liability has been incurred and the amount of such liability can be reasonably estimated. If the estimate of a probable loss is a range and no amount within the range is more likely than another, the Company accrues the minimum of the range. In the cases where the Company believes that a reasonably possible loss exists, the Company discloses the facts and circumstances of the litigation, including an estimable range, if possible. Recent Accounting Pronouncements Accounting Pronouncements Not Yet Adopted In 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 16 Table of Contents 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. In December 2025, the FASB issued ASU No. 2025-11 Interim Reporting (Topic 270), which clarifies interim disclosure requirements and enhances clarity in the application of Topic 270. ASU No. 2025-11 is effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years. Early adoption is permitted. The amendments of this ASU can be applied prospectively or retrospectively. The Company is currently evaluating the impact of this guidance on its condensed consolidated financial statements. Note 3. 2025 Public Offering 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 “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. The Company received net proceeds of approximately $ 18.3 million from the 2025 Offering, after deducting the offering expenses payable by the Company, including the Underwriter’s fees and expenses. 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 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 expire in August 2027, on the thirty ( 30 ) month anniversary of the Initial Exercise Date. Upon issuance, the Series A Warrants and Series B Warrants had an initial exercise price of $ 45.00 , which was reset on the eleventh trading date after the Stockholder Approval Date (the “Reset Date”). Prior to the Stockholder Approval Date, the Series A Warrants and Series B Warrants had a floor price of $ 20.23 , and following stockholder approval, the Series A Warrants and Series B Warrants had a floor price of $ 8.06 . The reset price was 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. 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 Series A Warrants and Series B Warrants of (i) up to 15.0 % of the number of shares of common stock sold in the offering, (ii) up to 15.0 % of the number of Series A Warrants sold in the offering and (iii) up to 15.0 % of the number of Series B Warrants sold in the offering. The purchase price per additional share of common stock is equal to the public offering price of one unit (less $0.01 allocated to each full Series A Warrant and Series B Warrant), less the underwriting discount. The purchase price per additional Series A Warrant or Series B Warrant is $ 0.01 . On January 7, 2025, Aegis exercised its over-allotment option with respect to 83,334 Series A Warrants and 83,334 Series B Warrants. The holders of Series A Warrants can effect a cashless exercise if there is no effective registration statement at the time of exercise. The number of common shares to be issued would be calculated as VWAP minus exercise price of the Series A Warrants multiplied by the number of Series A Warrants to be cashlessly exercised. The holders of Series B Warrants may effect an alternative cashless exercise whether or not an effective registration statement is available for the issuance of shares. In such event, the number of shares to be issued would be calculated as the number of Series B Warrants multiplied by a factor of 3.0 . 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. 17 Table of Contents 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 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. Note 4. Private Placement Financing Securities Purchase Agreement On November 12, 2025, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with certain investors (the “Investors”) whereby the Company agreed to issue and sell to the Investors in a private placement (the “PIPE Financing”): (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. At the First Closing, the Company issued 1,964,905 PIPE Pre-Funded Warrants in exchange for cash of $ 1.8 million. At the Second Closing, the Company issued 4,616,924 PIPE Pre-Funded Warrants, 6,581,829 PIPE Warrants and 6,581,829 True-Up Warrants in exchange for cash of $ 4.2 million. Following the Second Closing and the consummation of the Exchange, the Company issued to each Investor who purchased the securities contemplated in the Securities Purchase Agreement, a warrant (the “True-Up Warrant”) to purchase the number of shares of common stock necessary for the Investor’s Post-Exchange Investment Percentage (as defined in the Securities Purchase Agreement) following the issuance of the Exchange Shares to be equal to the Investor’s Pre-Exchange Investment Percentage (as defined in the Securities Purchase Agreement) (rounded down to the nearest whole share of common stock), provided, however, that in no event shall the number of shares of common stock issuable under an Investor’s True-Up Warrants exceed the total number of shares or PIPE Pre-Funded Warrants (as defined below) issued or issuable to an Investor pursuant to the Securities Purchase Agreement. Subject to the terms and conditions therein, the Securities Purchase Agreement also grants to the Investors, until such time as the earlier of (i) the date that no PIPE Warrants remain outstanding and (ii) the 18 -month anniversary of the Second Closing, a right to participate in any financing not registered under the Securities Act and involving the issuance by the Company of common stock or common stock equivalents for cash. Terms of the PIPE Pre-Funded Warrants, PIPE Warrants and True-Up Warrants The PIPE Pre-Funded Warrants are being offered in lieu of shares of common stock and each PIPE Pre-Funded Warrant is exercisable for one share of common stock at an exercise price of $ 0.0001 per share. 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 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. Each True-Up Warrant is exercisable for one share of common stock at an exercise price of $ 0.0001 per share. The True-Up Warrants are immediately exercisable after issuance and may be exercised at any time until all of the True-Up Warrants are exercised in full. The exercise prices and the number of shares issuable upon exercise of the PIPE Pre-Funded Warrants, PIPE Warrants and True-Up 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. In addition, the number of shares of the common stock underlying, and the exercise price of, the PIPE Warrants is subject to full ratchet antidilution protection and standard adjustments in the event of a share split, reverse share split, share dividend, share combination recapitalization or other similar transaction involving the common stock; provided, however, that in no event will the exercise price of the PIPE Warrants equal less than $ 0.30387 per share of common stock. 18 Table of Contents In connection with the First Closing, the Company determined that the PIPE Financing included derivative liabilities to issue a variable number of warrants at a future date, and as such, recorded a derivative liability for the tranche right obligation to issue the PIPE Pre-Funded Warrants, PIPE Warrants, and True-Up Warrants with fair value in excess of the cash proceeds received in the Second Closing. For the First Closing, proceeds were allocated to the derivative liability based on the fair value as of grant date of $ 12.4 million. As the fair value of the tranche right obligation was greater than the proceeds received, the Company recognized a loss on derivative liability issued of $ 10.6 million in the fourth quarter of 2025. As of December 31, 2025, the derivative liability was $ 14.9 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 and six months ended June 30, 2026. Refer to Note 6 Fair Value Measurements for additional information. Note 5. Daewoong Convertible Notes On March 19, 2024, the Company entered into a subscription agreement with Daewoong (the “Subscription Agreement”) relating to the sale and issuance by the Company of senior secured convertible notes (each, a “Convertible Note” and together, the “Convertible Notes”) in the principal amount of $ 15.0 million, which are convertible into shares of the Company’s common stock, subject to certain conditions and limitations set forth in each Convertible Note. Pursuant to the terms of the Subscription Agreement, on March 24, 2024, the Company issued and sold to Daewoong one Convertible Note in the principal amount of $ 5.0 million, and on April 12, 2024, the Company issued and sold to Daewoong one Convertible Note in the principal amount of $ 10.0 million. On November 12, 2025, the Company entered into the Term Sheet with Daewoong relating to the Exchange of the Convertible Notes. On December 15, 2025, the Company entered into the Exchange Agreement to which the Convertible 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 Convertible 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 in lieu of any shares of common stock that would result in Daewoong’s beneficial ownership of common stock exceeding 49.99 %, (ii) the New Convertible Note of $ 1.5 million, and (iii) the Daewoong Warrants to purchase up to 8.0 million shares of common stock at an exercise price of $ 1.09392 per share. At the closing of the Exchange, the number of Exchange Shares issued was 11,918,380 shares of common stock and 11,236,631 Daewoong Pre-Funded Warrants. Upon the closing of the Exchange, the Convertible Notes were immediately and automatically terminated. 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 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. 19 Table of Contents New Convertible Note The New Convertible Note issued on January 21, 2026, contains customary events of default, accrues interest at an annual rate of 15.79 % payable in cash at maturity and has a maturity date of April 12, 2030 (the “New Maturity Date”), unless earlier converted or redeemed in accordance with its terms prior to such date. The Company may not prepay the New Convertible Note or accrued interest prior to the New Maturity Date. If, prior to the New Maturity Date, the Company consummates a bona-fide third-party financing after the issuance of the New Convertible Note in the form of common stock or any securities convertible into, or exchangeable or exercisable for, common stock (subject to certain exceptions as described in the New Convertible Note), in one or more transactions or a series of related and substantially similar and simultaneous transactions at the same purchase price from third parties unaffiliated with Daewoong and its affiliates, for aggregate gross cash proceeds to the Company of at least $ 30.0 million (a “Qualified Financing”), then, upon written notice thereof to Daewoong by the Company, on the closing date of such Qualified Financing, the New Convertible Note will automatically convert in whole, without any further action by Daewoong, into a number of shares of common stock or pre-funded warrants equal to: (i) one and three tenths ( 1.3 ) multiplied by (ii) the quotient of (a) the principal amount of the New Convertible Note and all accrued and unpaid interest to be converted divided by (b) the per share price of the common stock sold in the Qualified Financing. If, prior to the New Maturity Date, the Company provides (i) written notice to Daewoong that it has publicly announced the submission of a BLA filing for ABP-450 as a biosimilar to BOTOX® (onabotulinumtoxinA) or (ii) a written notice that the Company has consummated a Change of Control (as defined in the New Convertible Note), Daewoong will have the right for thirty ( 30 ) days following receipt of either such notice, at Daewoong’s option (the “Optional Conversion”), to convert all (but not less than all) of the remaining outstanding portion of the New Convertible Note (subject to any limitations under the rules of NYSE American) into an amount of shares of common stock or pre-funded warrants equal to: (i) one and three tenths ( 1.3 ) multiplied by (ii) the quotient of (a) the principal amount of the New Convertible Note and all accrued and unpaid interest to be converted divided by (b) the volume-weighted average trading per share price of common stock over the five ( 5 ) trading days prior to the Company’s receipt of Daewoong’s written notice of exercise of the Optional Conversion. The New Convertible Note includes a covenant that restricts the Company and AEON Sub’s ability to issue debt securities senior or pari passu to such New Convertible Note without Daewoong’s prior written consent. The New Convertible Note also includes a covenant that restricts the Company and AEON Sub’s ability to issue debt securities junior to such New Convertible Note except as expressly permitted under a security agreement to be entered into between the Company, AEON Sub and Daewoong in connection with closing of the Exchange. In connection with issuing the New Convertible Note, the Company and AEON Sub granted a first-priority security interest on substantially all of their respective assets, other than certain permitted liens described in the New Convertible Note. Upon the occurrence and continuation of an event of default, Daewoong will be entitled to, among other things, foreclose on the assets that are the subject of the security interest. The New Convertible Note was recognized at its fair value of $ 1.5 million on January 21, 2026. 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 Under the Exchange Agreement, 11,236,631 Daewoong Pre-Funded Warrants were issued in lieu of shares of common stock and each Daewoong Pre-Funded Warrant is exercisable for one share of common stock at an exercise price of $ 0.0001 per share. The Daewoong Pre-Funded Warrants are immediately exercisable after issuance and may be exercised at any time until all of the Daewoong Pre-Funded Warrants are exercised in full. 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 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 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. 20 Table of Contents 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. In addition, the number of shares of the common stock underlying, and the exercise price of the Daewoong Warrants will be subject to full ratchet antidilution protection and standard adjustments in the event of a share split, reverse share split, share dividend, share combination recapitalization or other similar transaction involving the common stock. Note 6. Fair Value Measurements The Company measures fair value based on the prices that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The carrying value of cash and cash equivalents, accounts payable and accrued liabilities approximate fair value because of the short-term nature of those instruments. The following are other financial assets and liabilities that are measured at fair value on a recurring basis. Convertible Notes at Fair Value Due to certain embedded features within the convertible notes, the Company elected the fair value option to account for its convertible notes, including any paid-in-kind principal and interest, and the embedded features. The fair value of the convertible notes was determined based on Level 3 inputs using a scenario-based analysis that estimated the fair value of the convertible notes based on the probability-weighted present value of multiple settlement scenarios and expected future investment returns, considering each of the possible outcomes available to the noteholders, including repayment at maturity, mandatory conversion upon future financing events, and optional conversion upon achievement of certain milestones or a change in control. The probabilities assigned to each scenario consider the timing and likelihood of potential triggering events as of the measurement date. The significant unobservable input assumptions that can significantly change the fair value included (i) the discount rates, (ii) the timing of payments, and (iii) the probability of certain settlement scenarios. 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 June 30, 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. At the closing of the Exchange, the number of Exchange Shares issued was 11,918,380 shares of common stock and 11,236,631 Daewoong Pre-Funded Warrants. Upon the closing of the Exchange, the Existing Notes were immediately and automatically terminated. As of December 31, 2025, the principal amount outstanding under the Existing Notes was $ 15.0 million, with an estimated fair value of $ 34.6 million. The New Convertible Note was recognized at its fair value of $ 1.5 million on January 21, 2026. 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. Contingent Consideration and Contingent Founder Shares As part of the Merger, each share of Priveterra Class B common stock (“Founder Shares”), par value of $ 0.0001 per share, issued and outstanding immediately prior to the Merger converted into one share of common stock totaling 95,842 common shares. In addition, certain holders of common stock in Old AEON (the “Participating Stockholders”) will be issued a portion of up to 222,653 additional shares of common stock. Therefore, the Contingent Founder Shares and Participating Stockholder shares (together, “Contingent Consideration Shares”) contain certain contingent provisions as further discussed below. 21 Table of Contents Pursuant to the terms of the amended Sponsor Support Agreement, 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, of which 13,980 of such Contingent Founder Shares were forfeited in the second quarter of 2025 as the result of a vesting event not occurring. 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 (the “CD BLA Contingent Founder Shares”) shall vest upon the achievement of the conditions for the issuance of the CD BLA Contingent Consideration Shares on or prior to the CD BLA Outside Date; and ● 20,141 of the Contingent Founder Shares (the “Episodic/Chronic Migraine Contingent Founder Shares”) shall vest upon the earlier of (x) the achievement of the conditions for the issuance of the Episodic Migraine Contingent Consideration Shares on or before the Episodic Migraine Outside Date and (y) the achievement of the conditions for the issuance of the Chronic Migraine Contingent Consideration Shares on or before the Chronic Migraine Outside Date . The 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. 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: ● 55,659 shares of common stock, in the aggregate, if, on or before November 30, 2026 (as it may be extended, the “CD BLA Outside Date”), the Company shall have received from the FDA acceptance for review of the BLA submitted by the Company for the treatment of cervical dystonia (such 55,659 shares of common stock, the “CD BLA Contingent Consideration Shares”); ● 55,659 shares of common stock, in the aggregate, if, on or before June 30, 2029 (as it may be extended, the “Episodic Migraine Outside Date”), the Company shall have received from the FDA acceptance for review of the BLA submitted by the Company for the treatment of episodic migraine (such 55,659 shares of common stock, the “Episodic Migraine Contingent Consideration Shares”); provided that in the event the satisfaction of the conditions for the issuance of the Episodic Migraine Contingent Consideration Shares occurs prior to the satisfaction of the conditions for the issuance of the Chronic Migraine Contingent Consideration Shares, then the number of Episodic Migraine Contingent Consideration Shares shall be increased to 152,998 shares of common stock; and ● 97,339 shares of common stock, in the aggregate, if, on or before June 30, 2028, 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. ● In the event that the Company licenses any of its products (except in connection with migraine or cervical dystonia indications) to a third-party licensor for distribution in the U.S. market (a “Qualifying License”) prior to the satisfaction of (x) the conditions for the issuance of the Episodic Migraine Contingent Consideration Shares and (y) the conditions for the issuance of the Chronic Migraine Contingent Consideration Shares, then upon the entry of AEON into such Qualifying License, 27,992 shares of common stock shall become due and payable to Participating Stockholders and the number of Episodic Migraine Contingent Consideration Shares and (A) the number of Episodic Migraine Contingent Consideration Shares shall be reduced by 13,996 or by 27,992 and (B) the number of Chronic Migraine Contingent Consideration Shares shall be reduced by 13,996 , but not below zero . 22 Table of Contents The Company classifies the Contingent Consideration as a liability on the condensed consolidated balance sheets and remeasures at each reporting period with changes to fair value recorded to the condensed consolidated statements of operations and comprehensive (loss) income. 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, 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. Warrants Private Placement Warrants related to the Closing 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 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 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. The table below summarizes the significant assumptions as of each reporting period: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ December 31, ​ 2026 ​ 2025 ​ ​ Series A ​ ​ Series B ​ ​ Series A ​ ​ Series B ​ ​ (Level 3) ​ ​ (Level 3) ​ ​ (Level 3) ​ ​ (Level 3) Stock Price $ 0.72 ​ $ 0.72 ​ $ 1.10 ​ $ 1.10 Exercise Price ​ 8.06 ​ ​ — ​ ​ 8.06 ​ ​ 8.06 Expected volatility 159.3 % ​ ​ 88.7 % ​ 160.0 % ​ ​ 200.0 % Risk-free interest rate 4.2 % ​ ​ 4.0 % ​ 3.6 % ​ ​ 3.5 % Expected life (in years) 3.7 ​ ​ 1.0 ​ 4.0 ​ ​ 1.5 Expected dividend yield — ​ ​ — ​ — ​ ​ — ​ The grant date fair values for the Series A Warrants and Series B Warrants were $ 94.0 million, comprised of $ 20.7 million and $ 73.3 million for Series A Warrants and Series B Warrants, respectively, on January 7, 2025 and was recorded as a liability as of the grant date due to certain exercise price adjustment provisions occurring in connection with future events. Proceeds were allocated to the warrant liability based on the fair value as of grant date of the warrants of $ 94.0 million. As the fair value of the warrants issued was greater than the proceeds received, the Company recognized a loss on issuance of common shares and the warrants of $ 75.6 million. For the three 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 23 Table of Contents $ 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: ​ ​ ​ ​ ​ ​ ​ ​ Series A ​ Series B ​ ​ ​ ​ ​ Issued and Outstanding, January 1, 2026 ​ 3,565,245 ​ 62,263 Number of warrants issued ​ — ​ — Number of warrants exercised ​ — ​ — Issued and Outstanding, June 30, 2026 ​ 3,565,245 ​ 62,263 ​ ​ ​ ​ ​ ​ ​ ​ Series A ​ Series B ​ ​ ​ ​ ​ Issued and Outstanding, January 1, 2025 ​ — ​ — Number of warrants issued ​ 3,565,245 ​ 3,565,245 Number of warrants exercised ​ — ​ ( 3,438,095 ) Issued and Outstanding, June 30, 2025 ​ 3,565,245 ​ 127,150 ​ Odeon Warrants In October 2025, the Company entered into a settlement agreement with Odeon Capital Group LLC 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 (the “Odeon Warrants”) with 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 and comprehensive (loss) income in the third quarter of 2025. The Odeon 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 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. 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 The PIPE Warrants and Daewoong 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 PIPE Warrants and Daewoong Warrants had a grant date fair value of $ 7.4 million and $ 10.3 million, respectively. 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. 24 Table of Contents The table below summarizes the significant assumptions as of June 30, 2026 and respective issuance dates of the warrants: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ January 27, January 21, ​ 2026 ​ 2026 2026 ​ ​ PIPE ​ ​ Daewoong ​ ​ PIPE ​ ​ Daewoong ​ ​ (Level 3) ​ ​ (Level 3) ​ ​ (Level 3) ​ ​ (Level 3) Stock Price $ 0.72 ​ $ 0.72 ​ $ 1.20 ​ $ 1.36 Exercise Price ​ 1.09 ​ ​ 1.09 ​ ​ 1.09 ​ ​ 1.09 Expected volatility 159.3 % ​ ​ 159.3 % ​ 160.0 % ​ ​ 164.1 % Risk-free interest rate 4.2 % ​ ​ 4.2 % ​ 3.6 % ​ ​ 3.9 % Expected life (in years) 4.6 ​ ​ 4.6 ​ 5.0 ​ ​ 5.0 Expected dividend yield — ​ ​ — ​ — ​ ​ — ​ Summary of Recurring Fair Value Measurements The following details the Company’s recurring measurements for assets and liabilities at fair value (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Convertible Notes ​ ​ Warrant Liabilities ​ ​ Contingent Consideration ​ ​ Derivative Liability ​ ​ ​ (Level 3) ​ ​ (Level 3) ​ ​ (Level 3) ​ ​ (Level 3) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance, January 1, 2026 ​ $ 34,600 ​ $ 3,276 ​ $ 42 ​ $ 14,879 Issuance of warrants ​ ​ — ​ ​ 17,688 ​ ​ — ​ ​ — Change in fair value ​ ​ 8,940 ​ ​ ( 9,597 ) ​ ​ ( 15 ) ​ ​ 1,743 Exchange of convertible notes ​ ​ ( 41,785 ) ​ ​ — ​ ​ — ​ ​ — Settlement of derivative liability ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 16,622 ) Balance, June 30, 2026 ​ $ 1,755 ​ $ 11,367 ​ $ 27 ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Convertible Notes ​ ​ Warrant Liabilities ​ ​ Contingent Consideration ​ ​ ​ (Level 3) ​ ​ (Level 3) ​ ​ (Level 3) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance, January 1, 2025 ​ $ 11,689 ​ $ 1,187 ​ $ 3,541 Issuance of warrants ​ ​ — ​ ​ 93,986 ​ ​ — Change in fair value ​ ​ 3,485 ​ ​ ( 86,187 ) ​ ​ ( 3,472 ) Warrant cashless exercise ​ ​ — ​ ​ ( 6,865 ) ​ ​ — Balance, June 30, 2025 ​ $ 15,174 ​ $ 2,121 ​ $ 69 ​ ​ Note 7. Commitments and Contingencies Operating Leases In December 2021, the Company entered into a three-year non-cancellable lease for office space. The lease was extended for an additional five years in March 2024. The lease does not include variable or contingent lease payments. An operating lease asset and liability are recognized based on the present value of the remaining lease payments discounted using the Company’s incremental borrowing rate. Lease expense is recognized on a straight-line basis over the lease term. 25 Table of Contents 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 ​ ​ ​ ​ ​ ​ 2026 ​ $ 148 ​ 2027 ​ 307 ​ 2028 ​ ​ 318 ​ 2029 ​ ​ 329 ​ Thereafter ​ ​ — ​ Total future minimum lease payments ​ 1,102 ​ Less: Imputed interest ​ ( 82 ) ​ Present value of lease payments ​ 1,020 ​ Less: Current portion (included in other accrued expenses) ​ ( 263 ) ​ Noncurrent operating lease liability ​ $ 757 ​ Operating lease right-of-use asset ​ $ 931 ​ Remaining lease term in years ​ 3.8 ​ Discount rate ​ 4.3 % ​ The following table summarizes supplemental disclosures of operating cost and cash flow information related to operating leases for the three and six months ended June 30, 2026 and 2025 (in thousands). ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ ​ Six Months Ended ​ June 30, ​ June 30, ​ 2026 ​ 2025 ​ 2026 ​ 2025 Cost of operating leases $ 72 ​ $ 72 ​ $ 145 ​ $ 145 Cash paid for operating leases 74 ​ 31 ​ ​ 148 ​ ​ 31 ​ 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 On December 20, 2019, the Company entered into the Daewoong Agreement, pursuant to which Daewoong agreed to manufacture and supply ABP-450 and grant the Company an exclusive license for therapeutic indications to import, distribute, promote, market, develop, offer for sale and otherwise commercialize and exploit ABP-450 in the United States, the European Union, the United Kingdom, Canada, Australia, Russia, the Commonwealth of Independent States and South Africa (collectively the “covered territories”). Daewoong supplies the Company with ABP-450 at an agreed-upon transfer price, with no milestone or royalty payments and no minimum purchase requirements. Daewoong is responsible for all costs related to the manufacturing of ABP-450, including costs related to the operation and upkeep of its manufacturing facility, and the Company is responsible for all costs related to obtaining regulatory approval, including clinical expenses, and commercialization of ABP-450. The Company’s exclusivity is subject to its exercise of commercially reasonable efforts to: (i) achieve all regulatory approvals necessary for ABP-450 to be marketed in the territory for therapeutic indications and (ii) commercialize ABP-450 in the territory for therapeutic indications. During the term of the Daewoong Agreement, the Company cannot purchase, sell or distribute any competing products in a covered territory or sell ABP-450 outside a covered territory. The initial term of the Daewoong Agreement is from December 20, 2019 to the later of (i) the fifth anniversary of approval from the relevant governmental authority necessary to market and sell ABP-450 or (ii) December 20, 2029, and automatically renews for unlimited additional three-year terms, provided the Daewoong Agreement is not earlier terminated. The Daewoong Agreement will terminate upon written notice by either the Company or Daewoong upon a continuing default that remains uncured within 90 days (or 30 days for a payment default) by the other party, or without notice upon the bankruptcy or insolvency of the Company. 26 Table of Contents In connection with the Exchange, on January 21, 2026, the Company entered into a Fifth Amendment to the License and Supply Agreement (the “License Agreement Amendment”) with Daewoong, which amended the Daewoong Agreement, by and between the Company and Daewoong, dated December 20, 2019, as amended on July 29, 2022, January 8, 2023, April 24, 2023 and March 19, 2024. Pursuant to the terms of the License Agreement Amendment, the definition of “Notes” reflects the Exchange and the Termination Purchase Right (as defined in the License Agreement Amendment) will terminate and expire upon Daewoong’s sale of 50 % of its common stock, including common stock held by its affiliates and common stock that would be issued upon conversion of the New Convertible Note. The License Agreement, as amended from time to time, also provides that the License Agreement will terminate if, over any six-month period, (a) the Company ceases to commercialize ABP-450 in certain territories specified in the License Agreement and (b) the Company ceases to advance any clinical studies of ABP-450 in such territories. 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 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. In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties and provide for general indemnifications. The Company’s exposure under these agreements is unknown because it involves claims that may be made against the Company in the future but have not yet been made. The Company accrues a liability for such matters when it is probable that future expenditures will be made and such expenditures can be reasonably estimated. See Note 2 Summary of Significant Accounting Policies for additional information. Note 8. Common Stock In February 2025, the Company held a special stockholder meeting, at which stockholders voted, among other matters, to amend the Company’s Certificate of Incorporation, as amended and restated, to increase the number of authorized common stock from 500,000,000 to 1,040,000,000 shares of common stock at par value of $ 0.0001 per share. The holders of common stock are entitled to receive dividends whenever funds are legally available, when and if declared by the Company’s Board of Directors. 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. 27 Table of Contents Common Stock Reserved The table below summarizes the Company’s reserved common stock for further issuance as of June 30, 2026 and December 31, 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ December 31, ​ ​ ​ 2026 ​ 2025 ​ ​ ​ ​ ​ ​ ​ Stock options issued and outstanding 158,005 158,005 ​ Restricted stock units (unvested) 11,377,317 695,707 ​ Shares available for future issuance under the stock incentive plans and employee stock purchase plan ​ 6,233,147 328,642 ​ Warrants ​ 18,389,740 3,807,911 ​ Pre-funded warrants ​ 24,400,289 ​ 1,964,905 ​ Contingent consideration ​ 208,657 208,657 ​ Convertible notes ​ 2,902,429 ​ 23,155,011 ​ Total common stock reserved 63,669,584 30,318,838 ​ ​ 2023 Employee Stock Purchase Plan (“ESPP”) The 2023 Employee Stock Purchase Plan assists eligible employees in acquiring a stock ownership interest of the Company’s common stock in consideration of the participating employees’ continued services. Eligible 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, 2026, there were 149,036 shares available for issuance. There have been no shares issued under the 2023 ESPP. ​ ​ Note 9. Share-based Compensation 2019 Incentive Award Plan ​ The following table summarizes stock option activity under the 2019 Incentive Award Plan: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ Average ​ ​ ​ Number of ​ Exercise ​ ​ ​ Shares ​ Price ​ Outstanding, January 1, 2026 ​ 47,955 ​ $ 720.00 ​ Options granted — ​ ​ — ​ Options forfeited — ​ ​ — ​ Outstanding, June 30, 2026 47,955 ​ $ 720.00 ​ Exercisable, June 30, 2026 47,516 ​ $ 720.00 ​ ​ 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. 28 Table of Contents The following table summarizes restricted stock units activity under the 2019 Award Plan: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ Average ​ ​ ​ Number of ​ Grant Date ​ ​ ​ Shares ​ Fair Value ​ Outstanding, January 1, 2026 9,351 ​ $ 780.48 ​ Granted — ​ — ​ Vested ( 1,639 ) ​ ​ — ​ Forfeited ​ — ​ ​ — ​ Outstanding, June 30, 2026 7,712 ​ $ 780.48 ​ ​ 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 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ Average ​ ​ ​ Number of ​ Exercise ​ ​ ​ Shares ​ Price ​ ​ ​ ​ ​ ​ ​ ​ Outstanding, January 1, 2026 51,016 ​ $ 242.14 ​ Options granted — ​ ​ — ​ Options forfeited — ​ ​ — ​ Outstanding, June 30, 2026 51,016 ​ $ 242.14 ​ Exercisable, June 30, 2026 45,160 ​ $ 169.94 ​ ​ 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 . 29 Table of Contents The following table summarizes restricted stock units activity under the 2023 Award Plan: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ Average ​ ​ Number of ​ Grant Date ​ ​ Shares ​ Fair Value ​ ​ ​ ​ ​ ​ Outstanding, January 1, 2026 14,215 ​ $ 60.05 Granted 12,041,479 ​ ​ 0.92 Vested ( 2,278,801 ) ​ — Forfeited — ​ ​ — Outstanding, June 30, 2026 9,776,893 ​ $ 0.94 ​ 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. The Company 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 comprehensive (loss) income 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 and comprehensive (loss) income at each reporting date until settlement, reflecting changes in the underlying stock price. In March 2026, the Company’s board of directors approved the conversion of all cash-settled restricted stock units awards into share-settled restricted stock units. 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 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 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ Average ​ ​ Number of ​ Exercise ​ ​ Shares ​ Price ​ ​ ​ ​ ​ ​ Outstanding, January 1, 2026 59,034 ​ $ 0.41 Options granted — ​ ​ — Options forfeited — ​ — Outstanding, June 30, 2026 59,034 ​ ​ 0.41 Exercisable, June 30, 2026 14,758 ​ $ 0.41 ​ 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 30 Table of Contents 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. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ Average ​ ​ Number of ​ Grant Date ​ ​ Shares ​ Fair Value ​ ​ ​ ​ ​ ​ Outstanding, January 1, 2026 672,141 ​ $ 0.65 Granted 990,566 ​ ​ 0.89 Vested ( 69,995 ) ​ — Forfeited — ​ ​ — Outstanding, June 30, 2026 1,592,712 ​ $ 0.78 ​ 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 The Company accounts for the measurement and recognition of compensation expense for all share-based awards based on the estimated fair value of the awards. The fair value of share-based awards is amortized on a straight-line basis over the requisite service period. The Company records share-based compensation expense net of actual forfeitures. During the three 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. Note 10. Subsequent Events 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. 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- 31 Table of Contents 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. ​ 32 Table of Contents