AEON Biopharma, Inc. 10-Q

Item 1A. Risk Factors We are subject to various risks and uncertainties in the course of our business. In addition to other information contained elsewhere in this Quarterly Report on Form 10-Q, you should carefully consider the risk factors discussed in Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K filed with the SEC on March 30, 2026, which could materially affect our business, financial condition, or future results. The risks described in Part I, Item 1A, “Risk Factors,” of our Annual Report on Form 10-K for 47 Table of Contents the year ended December 31, 2025 remain applicable to our business. The following risk factors describe material developments or changes to those risks since the filing of our Annual Report. The occurrence of any of these risks, or any of the risks previously disclosed, could materially and adversely affect our business, financial condition, results of operations and prospects. Our July 2026 financing substantially increased the number of outstanding and potentially issuable shares and may continue to result in significant dilution and trading pressure. In July 2026, we issued shares of common stock and pre-funded warrants and issued two-year and five-year milestone warrants tied to specified regulatory and clinical milestones. Exercise of the pre-funded warrants would increase the number of outstanding shares for nominal proceeds, and exercise of the milestone warrants would result in further dilution. The financing may also result in adjustments to the exercise price or number of shares underlying other outstanding warrants. The existence of a large number of outstanding warrants and pre-funded warrants may adversely affect the market price of our common stock and our ability to raise capital on favorable terms. ​ Item 2. Unregistered Sales of Equity Securities and Use of Proceeds None. ​ Item 3. Defaults Upon Senior Securities None. ​ Item 4. Mine Safety Disclosures Not applicable. ​