0001837607-26-000042 | 10-Q | XBRL Viewer

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Mar. 31, 2026
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Commitments and Contingencies

3 Months Ended

Mar. 31, 2026

Commitments and Contingencies

Commitments and Contingencies

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.

The following table summarizes supplemental balance sheet information related to the operating lease as of March 31, 2026 (in thousands):


Minimum lease payments by fiscal year
2026	$	223
2027		307
2028		318
2029		329
Thereafter		—
Total future minimum lease payments		1,177
Less: Imputed interest		(94)
Present value of lease payments		1,083
Less: Current portion (included in other accrued expenses)		(258)
Noncurrent operating lease liability	$	825
Operating lease right-of-use asset	$	992
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 months ended March 31, 2026 and 2025 (in thousands).


	Three Months Ended
	March 31,
	2026		2025
Cost of operating leases	$	72	$	72
Cash paid for operating leases		74		—

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.

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 March 31, 2026 and December 31, 2025, respectively, for ABP-450 supplies, supplies and analytical testing performed by Daewoong. For the three months ended March 31, 2026 and 2025, the Company recorded de minimis of research and development expenses on the condensed consolidated statement of operations and comprehensive (loss) income.

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.

Organization	3 Months Ended
Mar. 31, 2026
Organization
Organization	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 Irvine, California. On July 21, 2023 (the “Closing Date”), the Company completed the acquisition of AEON Biopharma Sub, Inc. (formerly known as AEON Biopharma, Inc.) (“Old AEON”) pursuant to the definitive agreement dated December 12, 2022 (the “Business Combination Agreement”), as amended April 27, 2023, by and among Priveterra Acquisition Corp. (“Priveterra”), Priveterra’s wholly-owned subsidiary, Priveterra Merger Sub, Inc., and Old AEON (the “Merger”). On the Closing Date, Old AEON merged with Priveterra Merger Sub, Inc., with Old AEON surviving the merger as a wholly-owned subsidiary of the Company. Also on the Closing Date, the Company changed its name from “Priveterra Acquisition Corp.” to “AEON Biopharma, Inc.” and is referred to herein as “AEON,” or the “Company.” The Company’s 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 March 31, 2026, the Company reported cash and cash equivalents of $6.2 million and an accumulated deficit of $482.6 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 is currently planning to request a BPD Type 2b meeting in 2026 to discuss the next phase of the development program to support approval of ABP-450 as a biosimilar to Botox® across all approved therapeutic indications. On August 14, 2024, the Company entered into an “at-the-market” sales agreement with Leerink Partners LLC (“Leerink Partners”) relating to an at-the-market offering program (the “ATM”), pursuant to which the Company may offer and sell, from time to time at its sole discretion, shares of common stock, registered pursuant to a shelf registration statement on Form S-3 (No. 333-281562) (as amended and supplemented, the “Registration Statement”) that the Securities and Exchange Commission (the “SEC”) declared effective on August 21, 2024, having aggregate gross proceeds of up to $50.0 million through Leerink Partners as sales agent. Any sales by us pursuant to the Registration Statement, including any sales pursuant to the ATM, will be subject to any limits imposed under applicable law, including General Instructions I.B.1 and I.B.6 of Form S-3. Under the ATM, Leerink Partners is entitled to commission at a rate equal to 3.0% of the gross proceeds from sales of shares of common stock under the ATM. For the three months ended March 31, 2026, there were 1,278,776 shares issued under the ATM for net proceeds of approximately $1.7 million. As of March 31, 2026, the cumulative shares issued under the ATM were 1,657,786 shares, net proceeds were received of approximately $2.0 million, and approximately $47.9 million of common stock remains available to be sold under the ATM. 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. The commencement of additional studies, preparation for the potential BPD meeting and any further development of ABP-450 would require additional funding in the form of equity financings or debt. 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. The preparation of these condensed consolidated financial statements does not include any adjustments that may result from the outcome of this uncertainty. This basis of accounting contemplates the recovery of the Company’s assets and the satisfaction of the Company’s liabilities and commitments in the normal course of business and does not include any adjustments to reflect the possible future effects of the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. If the Company is unable to obtain adequate capital, it could be forced to cease operations. The Company’s future operations are highly dependent on a combination of factors, including (1) the success of its research and development programs; (2) the timely and successful completion of any additional financing; (3) the development of competitive therapies by other biotechnology and pharmaceutical companies; (4) the Company’s ability to manage growth of the organization; (5) the Company’s ability to protect its technology and products; and, ultimately (6) regulatory approval and successful commercialization and market acceptance of its product candidates.

Organization

3 Months Ended

Mar. 31, 2026

Organization

Organization

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 Irvine, California.

On July 21, 2023 (the “Closing Date”), the Company completed the acquisition of AEON Biopharma Sub, Inc. (formerly known as AEON Biopharma, Inc.) (“Old AEON”) pursuant to the definitive agreement dated December 12, 2022 (the “Business Combination Agreement”), as amended April 27, 2023, by and among Priveterra Acquisition Corp. (“Priveterra”), Priveterra’s wholly-owned subsidiary, Priveterra Merger Sub, Inc., and Old AEON (the “Merger”). On the Closing Date, Old AEON merged with Priveterra Merger Sub, Inc., with Old AEON surviving the merger as a wholly-owned subsidiary of the Company. Also on the Closing Date, the Company changed its name from “Priveterra Acquisition Corp.” to “AEON Biopharma, Inc.” and is referred to herein as “AEON,” or the “Company.”

The Company’s 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 March 31, 2026, the Company reported cash and cash equivalents of $6.2 million and an accumulated deficit of $482.6 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 is currently planning to request a BPD Type 2b meeting in 2026 to discuss the next phase of the development program to support approval of ABP-450 as a biosimilar to Botox® across all approved therapeutic indications.

On August 14, 2024, the Company entered into an “at-the-market” sales agreement with Leerink Partners LLC (“Leerink Partners”) relating to an at-the-market offering program (the “ATM”), pursuant to which the Company may offer and sell, from time to time at its sole discretion, shares of common stock, registered pursuant to a shelf registration statement on Form S-3 (No. 333-281562) (as amended and supplemented, the “Registration Statement”) that the Securities and Exchange Commission (the “SEC”) declared effective on August 21, 2024, having aggregate gross proceeds of up to $50.0 million through Leerink Partners as sales agent. Any sales by us pursuant to the Registration Statement, including any sales pursuant to the ATM, will be subject to any limits imposed under applicable law, including General Instructions I.B.1 and I.B.6 of Form S-3. Under the ATM, Leerink Partners is entitled to commission at a rate equal to 3.0% of the gross proceeds from sales of shares of common stock under the ATM. For the three months ended March 31, 2026, there were 1,278,776 shares issued under the ATM for net proceeds of approximately $1.7 million. As of March 31, 2026, the cumulative shares issued under the ATM were 1,657,786 shares, net proceeds were received of approximately

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

The commencement of additional studies, preparation for the potential BPD meeting and any further development of ABP-450 would require additional funding in the form of equity financings or debt. 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.

The preparation of these condensed consolidated financial statements does not include any adjustments that may result from the outcome of this uncertainty. This basis of accounting contemplates the recovery of the Company’s assets and the satisfaction of the Company’s liabilities and commitments in the normal course of business and does not include any adjustments to reflect the possible future effects of the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

The Company’s future operations are highly dependent on a combination of factors, including (1) the success of its research and development programs; (2) the timely and successful completion of any additional financing; (3) the development of competitive therapies by other biotechnology and pharmaceutical companies; (4) the Company’s ability to manage growth of the organization; (5) the Company’s ability to protect its technology and products; and, ultimately (6) regulatory approval and successful commercialization and market acceptance of its product candidates.

Fair Value Measurements - Convertible Notes at Fair Value (Details) $ / shares in Units, $ in Thousands				3 Months Ended
	Jan. 21, 2026 USD ($)	Dec. 15, 2025 USD ($) $ / shares shares	Nov. 12, 2025 USD ($) $ / shares shares	Mar. 31, 2026 USD ($)	Dec. 31, 2025 USD ($)
Fair Value Measurements
Principal amount of convertible promissory note				$ 31,489
Daewoong \| New Convertible Note, Issued In Lie Of Exchange
Fair Value Measurements
Estimated fair value of convertible notes	$ 1,500			1,500
Principal amount outstanding				1,500
Income (expense) Related to Decrease (Increase) in Fair Value of Convertible Notes				$ 42
Exchange Agreement \| Daewoong \| Convertible Notes
Fair Value Measurements
Estimated fair value of convertible notes					$ 34,600
Share price \| $ / shares		$ 1	$ 1
Debt instrument ratio	1.3	1.3	1.3
Ownership limitation percentage		49.99%	49.99%
Debt Conversion, Converted Instrument, Shares Issued \| shares		11,918,380
Principal amount outstanding					$ 15,000
Exchange Agreement \| Daewoong \| New Convertible Note, Issued In Lie Of Exchange
Fair Value Measurements
Principal amount of convertible promissory note		$ 1,500	$ 1,500
Daewong Warrant \| Exchange Agreement \| Daewoong \| Convertible Notes
Fair Value Measurements
Debt conversion amount \| shares		8,000,000	8,000,000
Pre-funded Warrant \| Exchange Agreement \| Daewoong \| Convertible Notes
Fair Value Measurements
Debt conversion amount \| shares		11,236,631
Minimum
Fair Value Measurements
Convertible notes, measurement input				0.155
Maximum
Fair Value Measurements
Convertible notes, measurement input				0.165

Summary of Significant Accounting Policies - Potentially Dilutive Securities Outstanding (Details) - shares	3 Months Ended
	Mar. 31, 2026	Mar. 31, 2025
Potentially dilutive securities outstanding have been excluded from the computation of diluted weighted average shares outstanding because such securities have an anti-dilutive impact
Potentially dilutive securities outstanding have been excluded from the computation of diluted weighted average shares outstanding because such securities have an anti-dilutive impact	32,211,120	4,567,094
Warrants
Potentially dilutive securities outstanding have been excluded from the computation of diluted weighted average shares outstanding because such securities have an anti-dilutive impact
Potentially dilutive securities outstanding have been excluded from the computation of diluted weighted average shares outstanding because such securities have an anti-dilutive impact	18,389,740	4,043,382
Common stock options and restricted stock units
Potentially dilutive securities outstanding have been excluded from the computation of diluted weighted average shares outstanding because such securities have an anti-dilutive impact
Potentially dilutive securities outstanding have been excluded from the computation of diluted weighted average shares outstanding because such securities have an anti-dilutive impact	11,781,771	124,584
Convertible notes
Potentially dilutive securities outstanding have been excluded from the computation of diluted weighted average shares outstanding because such securities have an anti-dilutive impact
Potentially dilutive securities outstanding have been excluded from the computation of diluted weighted average shares outstanding because such securities have an anti-dilutive impact	2,039,609	399,128

Share-based Compensation - Stock Option Activity Under 2023 Incentive Award Plan (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended		12 Months Ended
	Mar. 31, 2026	Mar. 31, 2025	Dec. 31, 2025
Options, Weighted Average Exercise Price
Share-based compensation expense	$ 1.9	$ 1.7
2023 Incentive Award Plan \| Stock options
Options, Number of Shares
Outstanding, beginning of period	51,016
Outstanding, end of period	51,016		51,016
Exercisable, end of period	45,160
Options, Weighted Average Exercise Price
Outstanding, beginning of period	$ 242.14
Outstanding, end of period	242.14		$ 242.14
Exercisable, end of period	$ 169.94
Weighted average remaining contractual life of options exercisable	8 years 2 months 12 days		8 years 6 months
Share-based compensation expense	$ 0.5	$ 0.6
Unrecognized compensation expense related to non-vested stock options	$ 2.1
Weighted-average remaining requisite service period for which unrecognized compensation expense	17 months

Daewoong Convertible Notes (Details) $ / shares in Units, $ in Thousands					3 Months Ended
	Jan. 21, 2026 USD ($)	Dec. 15, 2025 USD ($) $ / shares shares	Nov. 12, 2025 USD ($) $ / shares shares	Apr. 12, 2024 USD ($) item	Mar. 31, 2026 USD ($) $ / shares shares	Mar. 31, 2025 USD ($)	Dec. 31, 2025 USD ($)	Mar. 24, 2024 USD ($)	Mar. 19, 2024 USD ($)
Debt Instrument [Line Items]
Principal amount of convertible promissory note					$ 31,489
Warrant liabilities					16,308		$ 3,276
Change in fair value of warrants					4,656	$ 86,729
Loss on extinguishment of debt					$ (76)
Daewong Warrant
Debt Instrument [Line Items]
Warrants outstanding \| shares					8,000,000
Change in fair value of warrants					$ 3,000
Exchange Agreement \| Daewoong \| Daewong Warrant
Debt Instrument [Line Items]
Exercise price \| $ / shares					$ 1.09392
Warrants expiration term					5 years
Warrants outstanding \| shares					8,000,000
Warrant liabilities	$ 10,300				$ 7,300
Change in fair value of warrants					$ 3,000
Exchange Agreement \| Daewoong \| Pre Funded Warrants
Debt Instrument [Line Items]
Exercise price \| $ / shares					$ 0.0001
Number of warrants issued \| shares					11,236,631
Number of common stock per warrant \| shares					1
Convertible Notes \| Subscription Agreement \| Daewoong
Debt Instrument [Line Items]
Principal amount of debt issuable									$ 15,000
Annual rate of interest (as a percent)	15.79%
Number of convertible note sold \| item				1
Principal amount				$ 10,000				$ 5,000
Convertible Notes \| Amended convertible promissory note purchase agreement \| Daewoong
Debt Instrument [Line Items]
Income (expense) related to decrease (increase) in fair value					$ 8,700	$ 1,600
Convertible Notes \| Exchange Agreement \| Daewong Warrant
Debt Instrument [Line Items]
Exercise price \| $ / shares		$ 1.09392
Warrants expiration term		5 years
Convertible Notes \| Exchange Agreement \| Daewoong
Debt Instrument [Line Items]
Principal amount outstanding							15,000
Share Price \| $ / shares		$ 1	$ 1
Debt instrument ratio	1.3	1.3	1.3
Ownership limitation percentage		49.99%	49.99%
Estimated fair value of convertible notes							$ 34,600
Number of shares issued upon conversion \| shares		11,918,380
Loss on extinguishment of debt					(7)
Written on notice period for third party	30 days
Convertible Notes \| Exchange Agreement \| Daewoong \| Daewong Warrant
Debt Instrument [Line Items]
Debt conversion amount \| shares		8,000,000	8,000,000
Exercise price \| $ / shares		$ 1.09392	$ 1.09392
Warrants expiration term			5 years
Convertible Notes \| Exchange Agreement \| Daewoong \| Pre Funded Warrants
Debt Instrument [Line Items]
Debt conversion amount \| shares		11,236,631
New Convertible Note, Issued In Lie Of Exchange \| Daewoong
Debt Instrument [Line Items]
Income (expense) related to decrease (increase) in fair value					42
Principal amount outstanding					1,500
Estimated fair value of convertible notes	$ 1,500				$ 1,500
Qualified financing minimum proceeds threshold	$ 30,000
Conversion price look back period trading days	5 days
New Convertible Note, Issued In Lie Of Exchange \| Exchange Agreement \| Daewoong
Debt Instrument [Line Items]
Principal amount of convertible promissory note		$ 1,500	$ 1,500

Summary of Significant Accounting Policies - Basic And Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2026	Mar. 31, 2025
Summary of Significant Accounting Policies
Net Income (Loss)	$ (11,793)	$ 9,095
Weighted average shares of common stock outstanding, basic	40,614,087	3,984,876
Weighted average shares of common stock outstanding, diluted	40,614,087	3,984,876
Net income (loss) per share, basic	$ (0.29)	$ 2.28
Net income (loss) per share, diluted	$ (0.29)	$ 2.28

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

+ References

+ Details

- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

+ References

+ Details

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-6

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-9

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 805
-SubTopic 60
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147476176/805-60-65-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 323
-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Subparagraph (g)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478666/740-323-65-2

Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(20))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 323
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481687/323-10-50-3

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 28
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482907/825-10-50-28

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482765/220-10-50-6

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-3

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-1

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480175/815-40-65-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-8

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-11

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
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-Subparagraph (b)
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-URI https://asc.fasb.org/1943274/2147483443/250-10-50-11

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/1943274/2147483443/250-10-50-4

Reference 17: http://www.xbrl.org/2003/role/exampleRef
-Topic 946
-SubTopic 830
-Name Accounting Standards Codification
-Section 55
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479168/946-830-55-10

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section 45
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479105/946-220-45-7

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(18))
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-URI https://asc.fasb.org/1943274/2147477250/944-220-S99-1

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Subparagraph (SX 210.6-07(9))
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Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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Reference 23: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 470
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Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Paragraph 1A
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Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 29: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
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Reference 30: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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Reference 31: http://www.xbrl.org/2003/role/disclosureRef
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Reference 32: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
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Reference 33: http://www.xbrl.org/2003/role/disclosureRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483499/205-20-50-7

Reference 34: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 230
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482740/230-10-45-28

Reference 35: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1A
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482790/220-10-45-1A

Reference 36: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482790/220-10-45-1B

Reference 37: http://fasb.org/us-gaap/role/ref/legacyRef
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-Paragraph 1
-Subparagraph (SX 210.9-04(22))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478524/942-220-S99-1

+ Details

Share-based Compensation

3 Months Ended

Mar. 31, 2026

Share-based Compensation

Share-based Compensation

Note 9. Share-based Compensation

2019 Incentive Award Plan

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


				Weighted
				Average
		Number of		Exercise
		Shares		Price
Outstanding, January 1, 2026		47,955		$	720.00
Options granted		—			—
Options forfeited		—			—
Outstanding, March 31, 2026		47,955		$	720.00
Exercisable, March 31, 2026		47,516		$	720.00

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

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

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

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		—			—
Forfeited		—			—
Outstanding, March 31, 2026		9,351		$	780.48

During the three months ended March 31, 2026 and 2025, the Company recognized $0.3 million and $0.3 million, respectively, of share-based compensation expense related to restricted stock units granted, excluding restricted stock units with earnout vesting criteria. For the restricted stock units with earnout vesting criteria, in the third quarter of 2025, the Company determined that the earnout vesting criteria was no longer probable and as such, there was no share-based compensation expense during the three months ended March 31, 2026. During the three months ended March 31, 2025, the Company recognized $0.1 million of share-based compensation expense related to the restricted stock units with earnout vesting criteria.

As of March 31, 2026, total unrecognized compensation expense related to nonvested restricted stock units, excluding restricted stock units with earnout vesting criteria, was $1.4 million, which is expected to be recognized over the weighted-average remaining requisite service period of 10 months. The unrecognized compensation expense for restricted stock units with the earnout criteria as of March 31, 2026 of $4.7 million will be recognized when the milestones are determined to be probable over the RSUs vesting term, calculated as the period from the date the milestone was determined to be probable and the expected achievement date of the milestone.

2023 Incentive Award Plan

As of March 31, 2026, there were 17,847,331 shares of common stock available for issuance under the Company’s 2023 Incentive Award Plan (the “2023 Award Plan”). 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, March 31, 2026		51,016		$	242.14
Exercisable, March 31, 2026		45,160		$	169.94

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

During the three months ended March 31, 2026 and 2025, the Company recognized $0.5 million, and $0.6 million respectively, of share-based compensation expense related to stock options granted. As of March 31, 2026, total unrecognized compensation expense related to nonvested stock options was $2.1 million, which is expected to be recognized over the weighted-average remaining requisite service period of 17 months.

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		10,928,059			1.03
Vested		—			—
Forfeited		—			—
Outstanding, March 31, 2026		10,942,274		$	1.10

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

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

2025 Employee Inducement Incentive Award Plan

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

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, March 31, 2026		59,034			0.41
Exercisable, March 31, 2026		—		$	—

The weighted average remaining contractual life of options outstanding and options exercisable as of March 31, 2026 and December 31, 2025 was 9.1 years and 9.3 years, respectively. During the three months ended March 31, 2026, the Company recognized de minimis amounts of share-based compensation expense related to stock options granted. As of March 31, 2026, total unrecognized compensation expense related to nonvested stock options was $17 thousand, which is expected to be recognized over the weighted-average remaining requisite service period of 37 months.

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		—			—
Vested		—			—
Forfeited		—			—
Outstanding, March 31, 2026		672,141		$	0.65

During the three months ended March 31, 2026, the Company recognized de minimis amounts of share-based compensation expense related to restricted stock units granted. As of March 31, 2026, total unrecognized compensation expense related to nonvested restricted stock units was $1.0 million, which is expected to be recognized over the weighted-average remaining requisite service period of 44 months.

Share-based Compensation Expense and Valuation Information

The Company accounts for the measurement and recognition of compensation expense for all share-based awards based on the estimated fair value of the awards. The fair value of share-based awards is amortized on a straight-line basis over the requisite service period. The Company records share-based compensation expense net of actual forfeitures.

During the three months ended March 31, 2026 and 2025, the Company recognized $1.9 million and $1.7 million, respectively, of share-based compensation expense, of which $1.5 million, and $1.3 million, respectively, were in selling, general and administrative expenses, and $0.4 million and $0.4 million respectively, were in research and development expenses in the accompanying condensed consolidated statements of operations and comprehensive (loss) income.

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2026

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

Note 2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The condensed consolidated financial statements include the accounts of the Company and its controlled subsidiaries.

Unaudited Interim Financial Information

The accompanying interim condensed consolidated balance sheets as of March 31, 2026, condensed consolidated statements of operations and comprehensive (loss) income and stockholders’ deficit for the three months ended March 31, 2026 and 2025, condensed consolidated statement of cash flows for the three months ended March 31, 2026 and 2025, and the related note disclosures are unaudited. The balance sheet information as of December 31, 2025 is derived from the audited financial statements. These unaudited interim financial statements have been prepared in accordance with U.S. GAAP and, in management’s opinion, on a basis consistent with the audited financial statements and reflect all adjustments which only include normal recurring adjustments necessary for the fair presentation of the Company’s financial position as of March 31, 2026 and its results of operations and comprehensive (loss) income for the three months ended March 31, 2026 and 2025 and cash flows for the three months ended March 31, 2026 and 2025. The results for the three months ended March 31, 2026 are not necessarily indicative of the results to be expected for the year ending December 31, 2026 or any other interim period.

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.

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
	March 31,
	2026		2025

Segment operating expenses:
Compensation and benefits	$	3,129	$	2,388
Professional and legal fees		1,442		1,215
Office and travel		302		234
Research and development		1,064		113
Total selling, general and administrative, and research and development		5,937		3,950
Change in fair value of contingent consideration		(4)		(3,488)
Total operating costs and expenses		5,933		462
Loss from operations		(5,933)		(462)
Other segment items:
Change in fair value of convertible notes		(8,727)		(1,631)
Change in fair value of warrants		4,656		86,729
Loss on issuance of warrants		—		(75,644)
Loss on extinguishment of debt		(76)		—
Loss on derivative liability		(1,743)		—
Other income, net		30		103
Total other segment items, net		(5,860)		9,557
(Loss) income before taxes		(11,793)		9,095
Income taxes		—		—
Segment net (loss) income	$	(11,793)	$	9,095

Risk and Uncertainties

The Company is subject to risks common to early-stage companies in the pharmaceutical industry including, but not limited to, dependency on the clinical and commercial success of its current and any future product candidates, ability to obtain regulatory 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.

Property and equipment, net, as of March 31, 2026 and December 31, 2025 are as follows (in thousands):


		March 31,			December 31,
		2026			2025
Furniture and fixtures		$	199		$	199
Equipment			241			241
Leasehold improvements			66			66
Property and equipment			506			506
Accumulated depreciation			(364)			(344)
Property and equipment, net		$	142		$	162

Other Accrued Expenses

Other accrued expenses were as follows (in thousands):


			March 31,		December 31,
			2026		2025
Legal expenses		$	186	$	244
Excise tax liability			569		570
Operating lease liability - short term portion			258		252
Daewoong supplies & analytical testing			204		424
SG&A consulting expenses			428		9
R&D consulting expenses			455		80
Remaining other accrued expenses			83		78
Total other accrued expenses		$	2,183	$	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 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.

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.

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 March 31, 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 months ended March 31, 2026, basic net loss per share is the same as diluted net loss per share as the inclusion of all potentially dilutive shares of common stock was anti-dilutive, while for the three months ended March 31, 2025, there were no dilutive shares.

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


Three months ended March 31, 2026
Net loss	$	(11,793)
Weighted average shares of common stock outstanding, basic and diluted		40,614,087
Net loss per share, basic and diluted	$	(0.29)


Three months ended March 31, 2025
Net income	$	9,095
Weighted average shares of common stock outstanding, basic and diluted		3,984,876
Net income per share, basic and diluted	$	2.28

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
		March 31,
		2026	2025
Warrants		18,389,740	4,043,382
Common stock options and restricted stock units		11,781,771	124,584
Convertible notes		2,039,609	399,128
		32,211,120	4,567,094

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 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.

Share-based Compensation - Restricted Stock Units Activity Under 2023 Incentive Award Plan (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	3 Months Ended		12 Months Ended
	Mar. 31, 2026	Mar. 31, 2026	Mar. 31, 2025	Dec. 31, 2025
Other than options, Weighted Average Exercise Price
Modification of cash-settled restricted stock units		$ 1,952
Share-based compensation expense		$ 1,900	$ 1,700
RSU \| 2023 Incentive Award Plan
Other than options, Number of Shares
Outstanding, beginning of period		14,215
Granted		10,928,059
Outstanding, ending of period	10,942,274	10,942,274		14,215
Other than options, Weighted Average Exercise Price
Outstanding, beginning of period		$ 60.05
Granted		1.03
Outstanding, ending of period	$ 1.1	$ 1.1		$ 60.05
Modification of cash-settled restricted stock units	$ 2,000
Share-based compensation expense		$ 900	$ 100
Unrecognized compensation expense related to other than options	$ 9,100	$ 9,100
Weighted-average remaining requisite service period for which unrecognized compensation expense				35 months

Commitments and Contingencies (Tables)

3 Months Ended

Mar. 31, 2026

Commitments and Contingencies

Schedule of supplemental balance sheet information related to the operating lease

The following table summarizes supplemental balance sheet information related to the operating lease as of March 31, 2026 (in thousands):


Minimum lease payments by fiscal year
2026	$	223
2027		307
2028		318
2029		329
Thereafter		—
Total future minimum lease payments		1,177
Less: Imputed interest		(94)
Present value of lease payments		1,083
Less: Current portion (included in other accrued expenses)		(258)
Noncurrent operating lease liability	$	825
Operating lease right-of-use asset	$	992
Remaining lease term in years		3.8
Discount rate		4.3	%

Schedule of supplemental disclosures of operating cost and cash flow information related to operating leases

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


	Three Months Ended
	March 31,
	2026		2025
Cost of operating leases	$	72	$	72
Cash paid for operating leases		74		—

Common Stock - Common stock reserved for future issuance (Details) - shares	Mar. 31, 2026	Dec. 31, 2025
Class of Stock [Line Items]
Shares available for future issuance under the stock incentive plans and employee stock purchase plan	19,265,192	328,642
Contingent consideration	208,657	208,657
Convertible notes	2,039,609	23,155,011
Total common stock reserved	76,085,258	30,318,838
Warrants
Class of Stock [Line Items]
Warrants	18,389,740	3,807,911
Pre Funded Warrants
Class of Stock [Line Items]
Warrants	24,400,289	1,964,905
Stock options
Class of Stock [Line Items]
Stock options issued and outstanding	158,005	158,005
RSU
Class of Stock [Line Items]
Restricted stock units (unvested)	11,623,766	695,707

Share-based Compensation - Restricted Stock Units Activity Under 2025 Employee Inducement Incentive Award Plan (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2026	Mar. 31, 2025
Other than options, Weighted Average Exercise Price
Share-based compensation expense	$ 1,900	$ 1,700
2025 Employment Inducement Incentive Award Plan
Other than options, Weighted Average Exercise Price
Weighted-average remaining requisite service period for which unrecognized compensation expense	37 months
Aggregate number of shares available for future grant	1,268,825
Weighted average remaining contractual life of options outstanding	9 years 1 month 6 days	9 years 3 months 18 days
Weighted average remaining contractual life of options exercisable	9 years 1 month 6 days
Unrecognized compensation expense related to non-vested stock options	$ 17
RSU \| 2025 Employment Inducement Incentive Award Plan
Other than options, Number of Shares
Outstanding, ending of period	672,141	672,141
Other than options, Weighted Average Exercise Price
Outstanding, ending of period	$ 0.65	$ 0.65
Unrecognized compensation expense related to other than options	$ 1,000
Weighted-average remaining requisite service period for which unrecognized compensation expense	44 months

Fair Value Measurements - Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands		1 Months Ended	3 Months Ended
	Jan. 07, 2025	Oct. 31, 2025	Mar. 31, 2026	Mar. 31, 2025	Dec. 31, 2025
Fair Value Measurements
Warrants liability at fair value			$ 16,308		$ 3,276
Change in fair value of warrants			$ 4,656	$ 86,729
Grant date fair values for warrants	$ 94,000
Loss on issuance of warrants	(75,600)			$ (75,644)
Private placement warrants
Fair Value Measurements
Warrants outstanding			55,403		55,403
SPAC Warrants
Fair Value Measurements
Warrants outstanding			0	0
Series A and B warrants
Fair Value Measurements
Grant date fair values for warrants	94,000
Series A
Fair Value Measurements
Warrants exercised				0
Change in fair value of warrants			$ 300	$ 19,400
Grant date fair values for warrants	20,700
Warrants outstanding			3,565,245	3,565,245	3,565,245
Series B
Fair Value Measurements
Warrants exercised				3,142,511
Issuance of shares and reclassification of liability related to cashless warrant exercises (in shares)				9,427,533
Change in fair value of warrants			$ 21	$ 7,900
Grant date fair values for warrants	$ 73,300
Warrants outstanding			62,263	422,734	62,263
Pipe Warrants
Fair Value Measurements
Warrants exercised			0
Change in fair value of warrants			$ 1,400
Grant date fair values for warrants			$ 7,400
Warrants outstanding			6,500,000
Daewong Warrant
Fair Value Measurements
Warrants exercised			0
Change in fair value of warrants			$ 3,000
Grant date fair values for warrants			$ 10,300
Warrants outstanding			8,000,000
Odean Warrants
Fair Value Measurements
Exercise price per warrant		$ 2
Warrants exercised			0
Warrants liability at fair value			$ 100
Warrants outstanding			125,000
Litigation settlement cash		$ 1,000
Litigation settlement share		$ 300
Litigation settlement warrants issued		125,000
Exercise price		$ 2
Warrants expiration term		3 years
Litigation settlement gain		$ 400

Private Placement Financing (Details) - USD ($) $ / shares in Units, $ in Thousands					3 Months Ended
	Jan. 27, 2026	Nov. 18, 2025	Nov. 12, 2025	Jan. 27, 2025	Mar. 31, 2026	Dec. 31, 2025	Feb. 28, 2025	Jan. 07, 2025
Private Placement Financing
Common stock, par value					$ 0.0001	$ 0.0001	$ 0.0001
Derivative liability						$ 14,879
Change in fair value of derivative liability					$ 1,743
Warrants liability at fair value					16,308	3,276
Grant date fair values for warrants								$ 94,000
Residual value					$ 13,437
Pipe Warrants
Private Placement Financing
Warrants outstanding					6,500,000
Grant date fair values for warrants					$ 7,400
Private Placement
Private Placement Financing
Common stock, par value			$ 0.0001
Original issue price			0.9116
Warrant price			$ 0.9115
Proceeds from issuance of shares, net	$ 4,200	$ 1,800	$ 6,000	$ 4,200
Investor protection period	18 months
Derivative liability		$ 12,400				14,900
Loss on derivatives at initial recognition						$ 10,600
Warrants liability at fair value	$ 16,600
Residual value	$ 13,400
Private Placement \| PIPE pre-funded warrants
Private Placement Financing
Shares issued (in shares)	4,616,924	1,964,905
Exercise price			$ 0.0001
Private Placement \| Pipe Warrants
Private Placement Financing
Shares issued (in shares)	6,581,829
Warrants outstanding	0
Exercise price			$ 1.09392
Warrants expiration term			5 years
Minimum floor price for exercising warrants			$ 0.30387
Grant date fair values for warrants	$ 7,400
Private Placement \| True-up warrants
Private Placement Financing
Shares issued (in shares)	6,581,829
Exercise price			$ 0.0001
Number of common stock per warrant			1

Share-based Compensation - Share-based Compensation Expense and Valuation Information (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2026	Mar. 31, 2025
Share-based Compensation Expense
Share-based compensation expense	$ 1.9	$ 1.7
Selling, general and administrative expenses
Share-based Compensation Expense
Share-based compensation expense	1.5	1.3
Research and development expenses
Share-based Compensation Expense
Share-based compensation expense	$ 0.4	$ 0.4

Share-based Compensation - Stock Option Activity Under 2025 Employee Inducement Incentive Award Plan (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2026	Mar. 31, 2025
Options, Weighted Average Exercise Price
Share-based compensation expense	$ 1,900	$ 1,700
2025 Employment Inducement Incentive Award Plan
Options, Weighted Average Exercise Price
Weighted average remaining contractual life of options outstanding	9 years 1 month 6 days	9 years 3 months 18 days
Weighted average remaining contractual life of options exercisable	9 years 1 month 6 days
Unrecognized compensation expense related to non-vested stock options	$ 17
Weighted-average remaining requisite service period for which unrecognized compensation expense	37 months
2025 Employment Inducement Incentive Award Plan \| Stock options
Options, Number of Shares
Outstanding, beginning of period	59,034
Outstanding, end of period	59,034
Options, Weighted Average Exercise Price
Outstanding, beginning of period	$ 0.41
Outstanding, end of period	$ 0.41

Subsequent Events

3 Months Ended

Mar. 31, 2026

Subsequent Events

Subsequent Events

Note 10. Subsequent Events

The Company has further evaluated subsequent events for recognition and remeasurement purposes as of and for the three months ended March 31, 2026. After review and evaluation, management has concluded that there were no material subsequent events as of the date that the financial statements were available to be issued, other than as disclosed below.

In April 2026, the Company entered into a sublease agreement for its existing corporate office space, which was finalized with landlord consent in May 2026. Under the terms of the sublease, the subtenant is expected to take occupancy in the third quarter of 2026, subject to customary conditions. The Company is actively evaluating alternative office locations and expects to relocate to a smaller space prior to the subtenant’s occupancy. The Company intends to occupy the space until the commencement of a fully executed sublease.

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

Fair Value Measurements - Summary of the Company's issued and outstanding warrants (Details) - shares	3 Months Ended
	Mar. 31, 2026	Mar. 31, 2025
Series A
Fair Value Measurements
Balance at the beginning of the period	3,565,245
Number of warrants issued		3,565,245
Number of warrants exercised		0
Balance at the end of the period	3,565,245	3,565,245
Series B
Fair Value Measurements
Balance at the beginning of the period	62,263
Number of warrants issued		3,565,245
Number of warrants exercised		(3,142,511)
Balance at the end of the period	62,263	422,734

Commitments and Contingencies - Supplemental balance sheet information related to the operating lease (Details) - USD ($) $ in Thousands	Mar. 31, 2026	Dec. 31, 2025	Mar. 31, 2024	Dec. 31, 2021
Commitments and Contingencies
Term of operating leases				3 years
Renewal term			5 years
Minimum lease payments by fiscal year
2026	$ 223
2027	307
2028	318
2029	329
Total future minimum lease payments	1,177
Less: Imputed interest	(94)
Present value of lease payments	1,083
Less: Current portion (included in other accrued expenses)	(258)	$ (252)
Noncurrent operating lease liability	825	893
Operating lease right-of-use asset	$ 992	$ 1,052
Remaining lease term in years	3 years 9 months 18 days
Discount rate	4.30%

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2026	Dec. 31, 2025
Related Party Transactions
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	1,040,000,000	500,000,000
Common stock, shares issued	25,303,058	12,105,902
Common stock, shares outstanding	25,303,058	12,105,902
Related Party
Related Party Transactions
Convertible notes at fair value, related party amount	$ 1,542	$ 34,600

Common Stock

3 Months Ended

Mar. 31, 2026

Common Stock

Common Stock

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. As of March 31, 2026, there has been no cash dividend declared to date. Each share of common stock is entitled to one vote.

Common Stock Reserved

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


		March 31,	December 31,
		2026	2025

Stock options issued and outstanding		158,005	158,005
Restricted stock units (unvested)		11,623,766	695,707
Shares available for future issuance under the stock incentive plans and employee stock purchase plan		19,265,192	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		2,039,609	23,155,011
Total common stock reserved		76,085,258	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 March 31, 2026, there were 149,036 shares available for issuance. There have been no shares issued under the 2023 ESPP.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Section 50
-Paragraph 13
-Subparagraph (h)
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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
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-Section 50
-Paragraph 2
-Subparagraph (a)
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-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 505
-Name Accounting Standards Codification
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-Paragraph 6
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-URI https://asc.fasb.org/1943274/2147478448/946-505-50-6

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480237/815-40-50-6

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
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-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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+ Details

Private Placement Financing

3 Months Ended

Mar. 31, 2026

Private Placement Financing

Private Placement Financing

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

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

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

The PIPE Warrants were initially measured at fair value using a Black-Scholes calculation and recorded as a liability on the issuance date, and remeasured at each reporting period with changes to fair value recorded to the condensed consolidated statements of operations and comprehensive (loss) income. The changes in fair value of the derivative liability was a loss of $1.7 million and was recorded in the condensed consolidated statement of operations and comprehensive (loss) income for the three months ended March 31, 2026. Refer to Note 6 Fair Value Measurements for additional information.

Fair Value Measurements

3 Months Ended

Mar. 31, 2026

Fair Value Measurements

Fair Value Measurements

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 March 31, 2026.

On December 15, 2025, the Company entered into an Exchange Agreement with Daewoong pursuant to which the $15.0 million Existing Notes held by Daewoong would be exchanged for (i) newly issued shares of common stock of the Company equal to (x) the principal and accrued interest of the Existing Notes as of the closing of the Exchange less (y) the principal amount of the New Convertible Note, divided by $1.00, and then multiplied by 1.3 (and rounded down to the nearest whole share of common stock) and/or Daewoong Pre-Funded Warrants, (ii) a new senior secured convertible note for $1.5 million, and (iii) warrants to purchase up to 8.0 million shares of common stock. 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 months ended March 31, 2026, the Company recognized $42 thousand of expense related to the increase in the fair value of the new Convertible Note. As of March 31, 2026, the principal amount outstanding under the new Convertible Note was $1.5 million, with an estimated fair value of $1.5 million. 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.

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.

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 months ended March 31, 2026 and 2025, the Company recognized a de minimis, and $3.5 million of income, respectively, related to the change in fair value of contingent consideration on the condensed consolidated statements of operations and comprehensive (loss) income, and relates to the changes in the Company’s stock price during the period. As of March 31, 2026 and December 31, 2025, the contingent consideration liability was $38 thousand and $42 thousand, respectively.

Warrants

Private Placement Warrants related to the Closing

As of March 31, 2026 and December 31, 2025, there were 55,403 private placement warrants outstanding related to the closing of the Merger (“SPAC Warrants”). There were no SPAC Warrants exercised during the three months ended March 31, 2026 and 2025.

The SPAC Warrants are accounted for as a liability with changes in the fair value recorded to the condensed consolidated statement of operations and comprehensive (loss) income. The Company utilized the Black-Scholes option pricing model (Level 3), which requires the input of subjective assumptions, including the Company’s stock price, expected volatility of the Company’s common stock, expected risk-free interest rate, and the option’s expected remaining life. The fair value of the SPAC Warrants as of March 31, 2026 and December 31, 2025 were de minimis. For the three months ended March 31, 2026 and 2025, the change in fair value of the SPAC Warrants were de minimis.

Series A Warrants and Series B Warrants

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


	March 31,				December 31,
	2026				2025
		Series A		Series B		Series A		Series B
		(Level 3)		(Level 3)		(Level 3)		(Level 3)
Stock Price	$	0.99	$	0.99	$	1.10	$	1.10
Exercise Price		8.06		-		8.06		8.06
Expected volatility		164.1%		198.3%		160.0%		200.0%
Risk-free interest rate		3.9%		3.7%		3.6%		3.5%
Expected life (in years)		3.91		1.27		4.02		1.52
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 months ended March 31, 2026 and 2025, the Company recognized $0.3 million and $19.4 million of income related to the change in fair value of the outstanding Series A Warrants, respectively, and $21 thousand and $7.9 million of income related to the change in fair value of the remaining outstanding Series B Warrants, respectively.

A summary of activity for the Company’s issued and outstanding Series A Warrants and Series B Warrants for the three months ended March 31, 2026 and 2025 are as follows:


	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, March 31, 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	—	(3,142,511)
Issued and Outstanding, March 31, 2025	3,565,245	422,734

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 March 31, 2026, there were 125,000 Odeon Warrants outstanding with a fair value of $0.1 million. There were no exercises during the three months ended March 31, 2026. During the three months ended March 31, 2026, the Company recognized a de minimis gain related to the decrease in the fair value of the Odeon Warrants.

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 March 31, 2026, there were 6.5 million PIPE Warrants and 8.0 million Daewoong Warrants outstanding. There were no exercises during the three months ended March 31, 2026. During the three months ended March 31, 2026, the Company recognized $1.4 million of gain related to the decrease in the fair value of the PIPE Warrants. During the three months ended March 31, 2026, the Company recognized $3.0 million of gain related to the decrease in the fair value of the Daewoong Warrants.

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


	March 31,				January 27,		January 21,
	2026				2026		2026
		PIPE		Daewoong		PIPE		Daewoong
		(Level 3)		(Level 3)		(Level 3)		(Level 3)
Stock Price	$	0.99	$	0.99	$	1.20	$	1.36
Exercise Price		1.09		1.09		1.09		1.09
Expected volatility		164.1%		164.1%		160.0%		164.1%
Risk-free interest rate		3.9%		3.9%		3.6%		3.9%
Expected life (in years)		4.83		4.82		5.00		5.01
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		8,727		(4,656)		(4)		1,743
Exchange of convertible notes		(41,785)		—		—		—
Settlement of derivative liability		—		—		—		(16,622)
Balance, March 31, 2026	$	1,542	$	16,308	$	38	$	—


		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		1,631		(86,729)		(3,488)
Warrant cashless exercise		—		(6,418)		—
Balance, March 31, 2025	$	13,320	$	2,026	$	53

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References

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-Section 55
-Paragraph 107
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-URI https://asc.fasb.org/1943274/2147478119/940-820-50-1

+ Details

Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2026

Fair Value Measurements

Summary of recurring measurements for assets and liabilities at fair value


		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		8,727		(4,656)		(4)		1,743
Exchange of convertible notes		(41,785)		—		—		—
Settlement of derivative liability		—		—		—		(16,622)
Balance, March 31, 2026	$	1,542	$	16,308	$	38	$	—


		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		1,631		(86,729)		(3,488)
Warrant cashless exercise		—		(6,418)		—
Balance, March 31, 2025	$	13,320	$	2,026	$	53

Series A and B warrants

Fair Value Measurements

Summary of significant inputs as of the valuation dates


	March 31,				December 31,
	2026				2025
		Series A		Series B		Series A		Series B
		(Level 3)		(Level 3)		(Level 3)		(Level 3)
Stock Price	$	0.99	$	0.99	$	1.10	$	1.10
Exercise Price		8.06		-		8.06		8.06
Expected volatility		164.1%		198.3%		160.0%		200.0%
Risk-free interest rate		3.9%		3.7%		3.6%		3.5%
Expected life (in years)		3.91		1.27		4.02		1.52
Expected dividend yield		—		—		—		—

Summary of activity for the Company's issued and outstanding warrants


	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, March 31, 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	—	(3,142,511)
Issued and Outstanding, March 31, 2025	3,565,245	422,734

PIPE Warrants and Daewoong Warrants

Fair Value Measurements

Summary of significant inputs as of the valuation dates


	March 31,				January 27,		January 21,
	2026				2026		2026
		PIPE		Daewoong		PIPE		Daewoong
		(Level 3)		(Level 3)		(Level 3)		(Level 3)
Stock Price	$	0.99	$	0.99	$	1.20	$	1.36
Exercise Price		1.09		1.09		1.09		1.09
Expected volatility		164.1%		164.1%		160.0%		164.1%
Risk-free interest rate		3.9%		3.9%		3.6%		3.9%
Expected life (in years)		4.83		4.82		5.00		5.01
Expected dividend yield		—		—		—		—

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2026	Dec. 31, 2025
Current assets:
Cash and cash equivalents	$ 6,243	$ 3,006
Prepaid expenses and other current assets	382	392
Total current assets	6,625	3,398
Property and equipment, net	142	162
Operating lease right-of-use asset	992	1,052
Other assets	871	948
Total assets	8,630	5,560
Current liabilities:
Accounts payable	1,481	942
Accrued clinical trials expenses	1,173	1,426
Accrued compensation	1,832	2,872
Other accrued expenses	2,183	1,657
Total current liabilities	6,669	6,897
Convertible notes at fair value, including related party amount of $1,542 and $34,600 at March 31, 2026 and December 2025, respectively	1,542	34,600
Operating lease liability	825	893
Derivative liability		14,879
Warrant liabilities	16,308	3,276
Contingent consideration liability	38	42
Total liabilities	25,382	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 March 31, 2026 and December 31, 2025, and 25,303,058 and 12,105,902 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively	10	9
Additional paid-in capital	465,850	415,783
Accumulated deficit	(482,612)	(470,819)
Total stockholders' deficit	(16,752)	(55,027)
Total liabilities and stockholders' deficit	$ 8,630	$ 5,560

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2026	Mar. 31, 2025
Operating expenses:
Selling, general and administrative	$ 3,903	$ 3,125
Research and development	2,034	825
Change in fair value of contingent consideration	(4)	(3,488)
Total operating costs and expenses	5,933	462
Loss from operations	(5,933)	(462)
Other (loss) income:
Change in fair value of convertible notes	(8,727)	(1,631)
Change in fair value of warrants	4,656	86,729
Loss on issuance of warrants		(75,644)
Loss on extinguishment of debt	(76)
Loss on derivative liability	(1,743)
Other income, net	30	103
Total other (loss) income, net	(5,860)	9,557
(Loss) income before taxes	(11,793)	9,095
Net (loss) income	$ (11,793)	$ 9,095
Basic net (loss) income per share (in dollars per share)	$ (0.29)	$ 2.28
Diluted net (loss) income per share (in dollars per share)	$ (0.29)	$ 2.28
Weighted average shares of common stock outstanding used to compute basic net (loss) income per share	40,614,087	3,984,876
Weighted average shares of common stock outstanding used to compute diluted net (loss) income per share	40,614,087	3,984,876

Summary of Significant Accounting Policies - Property and Equipment (Details) - USD ($) $ in Thousands	Mar. 31, 2026	Dec. 31, 2025
Property and Equipment
Property and equipment	$ 506	$ 506
Accumulated depreciation	(364)	(344)
Property and equipment, net	$ 142	162
Furniture and fixtures
Property and Equipment
Useful life (in years)	7 years
Property and equipment	$ 199	199
Equipment
Property and Equipment
Useful life (in years)	5 years
Property and equipment	$ 241	241
Leasehold improvements
Property and Equipment
Property and equipment	$ 66	$ 66

Subsequent Events (Details) - At the market offering - USD ($) $ in Millions	1 Months Ended	3 Months Ended	20 Months Ended
	May 11, 2026	Mar. 31, 2026	Mar. 31, 2026
Subsequent Events
Shares issued (in shares)		1,278,776	1,657,786
Aggregate gross proceeds receivable under the plan		$ 47.9	$ 47.9
Subsequent Events
Subsequent Events
Shares issued (in shares)	1,004,153
Net proceeds	$ 0.9
Aggregate gross proceeds receivable under the plan	$ 47.0

Share-based Compensation - Restricted Stock Units Activity Under 2019 Incentive Award Plan (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended
	Mar. 31, 2026	Mar. 31, 2025
Other than options, Weighted Average Exercise Price
Share-based compensation expense	$ 1.9	$ 1.7
2019 Incentive Award Plan
Other than options, Weighted Average Exercise Price
Unrecognized compensation expense related to non-vested stock options	$ 0.0
RSU \| 2019 Incentive Award Plan
Other than options, Number of Shares
Outstanding, beginning of period	9,351
Outstanding, ending of period	9,351
Other than options, Weighted Average Exercise Price
Outstanding, beginning of period	$ 780.48
Outstanding, ending of period	$ 780.48
Share-based compensation expense	$ 0.3	0.3
Share-based compensation expense related	0.0	$ 0.1
Unrecognized compensation expense related to non-vested stock options	$ 1.4
Weighted-average remaining requisite service period for which unrecognized compensation expense	10 months
RSU \| 2019 Incentive Award Plan \| Earnout Vesting
Other than options, Weighted Average Exercise Price
Unrecognized compensation expense related to other than options	$ 4.7

Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2026	May 11, 2026
Document and Entity Information [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2026
Document Transition Report	false
Entity File Number	001-40021
Entity Registrant Name	AEON Biopharma, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-3940478
Entity Address, Address Line One	5 Park Plaza
Entity Address, Adress Line Two	Suite 1750
Entity Address, City or Town	Irvine
Entity Address State Or Province	CA
Entity Address, Postal Zip Code	92614
City Area Code	949
Local Phone Number	354-6499
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Title of 12(b) Security	Class A common stock, $0.0001 par value per share
Trading Symbol	AEON
Security Exchange Name	NYSEAMER
Entity Common Stock, Shares Outstanding		26,307,211
Entity Central Index Key	0001837607
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2026
Document Fiscal Period Focus	Q1

Organization (Details) $ / shares in Units, $ in Thousands								3 Months Ended	20 Months Ended
Organization (Details) $ / shares in Units, $ in Thousands	Jan. 27, 2026 USD ($)	Jan. 21, 2026	Dec. 15, 2025 USD ($) $ / shares shares	Nov. 18, 2025 USD ($)	Nov. 12, 2025 USD ($) $ / shares shares	Jan. 27, 2025 USD ($)	Aug. 21, 2024 USD ($)	Mar. 31, 2026 USD ($) $ / shares shares	Mar. 31, 2026 USD ($) $ / shares shares	Dec. 31, 2025 USD ($)
Organization
Cash and cash equivalents								$ 6,243	$ 6,243	$ 3,006
Accumulated deficit								482,612	$ 482,612	$ 470,819
Proceeds from issuance of shares, net								1,665
Settlement of convertible notes with common shares								$ 31,489
Convertible Notes \| Exchange Agreement [Member] \| Daewong Warrant
Organization
Exercise price per warrant \| $ / shares			$ 1.09392
Warrants expiration term			5 years
Daewoong \| Exchange Agreement [Member] \| Daewong Warrant
Organization
Exercise price per warrant \| $ / shares								$ 1.09392	$ 1.09392
Warrants expiration term								5 years	5 years
Daewoong \| Convertible Notes Maturing On March 2027 [Member]
Organization
Principal amount					$ 5,000
Daewoong \| Convertible Notes Maturing On April 2027
Organization
Principal amount					$ 10,000
Daewoong \| Convertible Notes \| Exchange Agreement [Member]
Organization
Share Price \| $ / shares			$ 1		$ 1
Debt instrument ratio		1.3	1.3		1.3
Ownership limitation percentage			49.99%		49.99%
Daewoong \| Convertible Notes \| Exchange Agreement [Member] \| Daewong Warrant
Organization
Debt conversion amount \| shares			8,000,000		8,000,000
Exercise price per warrant \| $ / shares			$ 1.09392		$ 1.09392
Warrants expiration term					5 years
Daewoong \| New Convertible Note, Issued In Lie Of Exchange \| Exchange Agreement [Member]
Organization
Settlement of convertible notes with common shares			$ 1,500		$ 1,500
At the market offering
Organization
Aggregate gross proceeds receivable under the plan								$ 47,900	$ 47,900
Proceeds from issuance of shares, net							$ 50,000
Percentage of aggregate gross proceeds from sale of common stock								3.00%
Issuance of shares related to at-the-market offering, net \| shares								1,278,776	1,657,786
Net proceeds								$ 1,700	$ 2,000
Private Placement
Organization
Net proceeds	$ 4,200			$ 1,800	$ 6,000	$ 4,200

Commitments and Contingencies - Supplemental disclosures of operating cost and cash flow information related to operating leases (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2026	Mar. 31, 2025
Commitments and Contingencies
Cost of operating leases	$ 72	$ 72
Cash paid for operating leases	$ 74

Common Stock - Narratives (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2026	Dec. 31, 2025	Feb. 28, 2025	Feb. 24, 2025	Feb. 23, 2025
Class of Stock [Line Items]
Number of shares of common stock authorized	1,040,000,000	500,000,000		1,040,000,000	500,000,000
Common stock, par value per share	$ 0.0001	$ 0.0001	$ 0.0001
Amount of cash dividend has been declared	$ 0
Number of votes per share	one
Common stock reserved	76,085,258	30,318,838
2023 Employee Stock Purchase Plan
Class of Stock [Line Items]
Common stock reserved	6,780
Number of shares issued and outstanding	1.00%
Aggregate number of shares available for future grant	149,036
Issued shares	0

Summary of Significant Accounting Policies - Other Accrued Expenses (Details) - USD ($) $ in Thousands	Mar. 31, 2026	Dec. 31, 2025
Summary of Significant Accounting Policies
Legal expenses	$ 186	$ 244
Excise tax liability	569	570
Operating lease liability - short term portion	$ 258	$ 252
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Total other accrued expenses	Total other accrued expenses
Daewoong supplies & analytical testing	$ 204	$ 424
SG&A consulting expenses	428	9
R&D consulting expenses	455	80
Remaining other accrued expenses	83	78
Total other accrued expenses	$ 2,183	$ 1,657

Fair Value Measurements - Contingent Consideration and Contingent Founder Shares (Details) $ / shares in Units, $ in Thousands		3 Months Ended
	Apr. 27, 2023 $ / shares shares	Mar. 31, 2026 USD ($) $ / shares	Jun. 30, 2025 shares	Mar. 31, 2025 USD ($)	Dec. 31, 2025 USD ($) $ / shares	Feb. 28, 2025 $ / shares
Class of Stock [Line Items]
Threshold increase in Episodic Migraine Contingent Consideration Shares	152,998
Number of Chronic Migraine Contingent Consideration Shares by increase in Episodic Migraine Contingent Consideration Shares	0
Number of Contingent Consideration Shares to be issued upon Threshold Increase in Episodic Migraine Contingent Consideration Shares	0
Reduction in number of Chronic Migraine Contingent Consideration Shares	13,996
Minimum number of Chronic Migraine Contingent Consideration Shares after Reduction	0
Income related to the change in fair value of contingent consideration \| $		$ (4)		$ (3,488)
Contingent consideration liability \| $		$ 38			$ 42
Common stock, par value \| $ / shares		$ 0.0001			$ 0.0001	$ 0.0001
Maximum
Class of Stock [Line Items]
Number of additional shares to be issued	222,653
Reduction in Episodic Migraine Contingent Consideration Shares	13,996
Founder Shares
Class of Stock [Line Items]
Percentage of shares unvested and subject to the restrictions and forfeiture provisions	50.00%
Number of founder shares subject to vesting and forfeiture conditions	47,921
Number of founder shares forfeited			13,980
Percentage of shares not subject to restrictions and forfeiture provisions	50.00%
Number of common stock issued on conversion	95,842
Founder Shares \| Priveterra
Class of Stock [Line Items]
Common stock, par value \| $ / shares	$ 0.0001
Share Conversion Ratio	1
Migraine Phase 3 Contingent Founder Shares
Class of Stock [Line Items]
Number of founder shares subject to vesting and forfeiture conditions	20,141
Migraine Phase 3 Contingent Founder Shares \| 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
Class of Stock [Line Items]
Number of founder shares subject to vesting and forfeiture conditions	13,890
CD BLA Contingent Founder Shares
Class of Stock [Line Items]
Number of additional shares to be issued	55,659
Number of founder shares subject to vesting and forfeiture conditions	55,659
Episodic/Chronic Migraine Contingent Founder Shares
Class of Stock [Line Items]
Number of additional shares to be issued	152,998
Number of common shares become due and payable	27,992
Episodic/Chronic Migraine Contingent Founder Shares \| Maximum
Class of Stock [Line Items]
Reduction in Episodic Migraine Contingent Consideration Shares	27,992
Episodic Migraine Contingent Consideration Shares
Class of Stock [Line Items]
Number of additional shares to be issued	55,659
Chronic Migraine Contingent Consideration Shares
Class of Stock [Line Items]
Number of additional shares to be issued	97,339
Old AEON Common Stock
Class of Stock [Line Items]
Maximum contingent consideration shares issuable	222,653

Share-based Compensation - 2025 Employee Inducement Incentive Award Plan (Details) - 2025 Employment Inducement Incentive Award Plan	3 Months Ended
	Mar. 31, 2026 shares
Share-based Compensation
Aggregate number of shares available for future grant	1,268,825
Number of additional shares authorized	1,000,000

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

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-Subparagraph (f)(2)(v)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

+ Details

Fair Value Measurements - Company's recurring measurements for assets and liabilities at fair value (Details) - Level 3 - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2026	Mar. 31, 2025
Convertible Notes
Recurring measurements for assets and liabilities at fair value
Balance at the beginning	$ 34,600	$ 11,689
Change in fair value	8,727	1,631
Exchange of convertible notes	(41,785)
Balance at the end	1,542	13,320
Warrant Liabilities
Recurring measurements for assets and liabilities at fair value
Balance at the beginning	3,276	1,187
Issuance of warrants	17,688	93,986
Change in fair value	(4,656)	(86,729)
Warrant cashless exercise		(6,418)
Balance at the end	16,308	2,026
Contingent consideration
Recurring measurements for assets and liabilities at fair value
Balance at the beginning	42	3,541
Change in fair value	(4)	(3,488)
Balance at the end	38	$ 53
Derivative Liability
Recurring measurements for assets and liabilities at fair value
Balance at the beginning	14,879
Change in fair value	1,743
Settlement of derivative liability	$ (16,622)

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT - USD ($) $ in Thousands	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at the beginning at Dec. 31, 2024	$ 4	$ 403,024	$ (431,597)	$ (28,569)
Balance at beginning (in shares) at Dec. 31, 2024	555,511
Net Income (Loss)			9,095	9,095
Issuance of shares and reclassification of liability related to cashless warrant exercises	$ 5	6,417		6,422
Issuance of shares and reclassification of liability related to cashless warrant exercises (in shares)	9,983,104
Stock-based compensation expense		1,729		1,729
Balance at the ending at Mar. 31, 2025	$ 9	411,170	(422,502)	(11,323)
Balance at ending (in shares) at Mar. 31, 2025	10,538,615
Balance at the beginning at Dec. 31, 2025	$ 9	415,783	(470,819)	$ (55,027)
Balance at beginning (in shares) at Dec. 31, 2025	12,105,902			12,105,902
Net Income (Loss)			(11,793)	$ (11,793)
Issuance of pre-funded warrants related to PIPE financing		13,437		13,437
Issuance of shares related to at-the-market offering, net		1,665		1,665
Issuance of shares related to at-the-market offering, net	1,278,776
Issuance of shares related to exchange of convertible notes	$ 1	31,488		31,489
Issuance of shares related to exchange of convertible notes (in shares)	11,918,380
Modification of cash-settled restricted stock units		1,952		1,952
Stock-based compensation expense		1,525		1,525
Balance at the ending at Mar. 31, 2026	$ 10	$ 465,850	$ (482,612)	$ (16,752)
Balance at ending (in shares) at Mar. 31, 2026	25,303,058			25,303,058

Public Offering

3 Months Ended

Mar. 31, 2026

Public Offering

Public Offering

Note 3. 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 “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 Offering occurred on January 7, 2025. The Company received net proceeds of approximately $18.3 million from the Offering, after deducting the offering expenses payable by the Company, including the Underwriter’s fees and expenses.

The 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 months ended March 31, 2026. During the three months ended March 31, 2025, there were 3,142,511 Series B Warrants exercised in accordance with the alternative cashless exercise provision, resulting in the issuance of 9,427,533 shares of common stock. The fair value of the Series B warrants exercised on the respective exercise dates for the three months ended March 31, 2025 was $6.4 million. There were no Series A Warrants exercised during the three months ended March 31, 2025. As of March 31, 2026, there were 3,565,245 units and 62,263 units of Series A Warrants and Series B Warrants outstanding, respectively.

The Company recognized a loss on issuance of warrants in the first quarter of 2025 of $75.6 million, which reflects the fair value of the Series A Warrants and Series B Warrants in excess of the proceeds received. For the three months ended March 31, 2026 and 2025, the Company recognized $0.3 million and $19.4 million of income related to the change in fair value of the outstanding Series A Warrants, respectively, and $21 thousand and $7.9 million of income related to the change in fair value of the remaining outstanding Series B Warrants, respectively. Refer to Note 6 Fair Value Measurements for additional information.

Share-based Compensation (Tables)

3 Months Ended

Mar. 31, 2026

2019 Incentive Award Plan

Share-based Compensation

Schedule of stock option activity


				Weighted
				Average
		Number of		Exercise
		Shares		Price
Outstanding, January 1, 2026		47,955		$	720.00
Options granted		—			—
Options forfeited		—			—
Outstanding, March 31, 2026		47,955		$	720.00
Exercisable, March 31, 2026		47,516		$	720.00

Summary of restricted stock units activity


				Weighted
				Average
		Number of		Grant Date
		Shares		Fair Value
Outstanding, January 1, 2026		9,351		$	780.48
Granted		—			—
Vested		—			—
Forfeited		—			—
Outstanding, March 31, 2026		9,351		$	780.48

AEON Biopharma Inc 2023 Incentive Award Plan

Share-based Compensation

Schedule of stock option activity


				Weighted
				Average
		Number of		Exercise
		Shares		Price

Outstanding, January 1, 2026		51,016		$	242.14
Options granted		—			—
Options forfeited		—			—
Outstanding, March 31, 2026		51,016		$	242.14
Exercisable, March 31, 2026		45,160		$	169.94

Summary of restricted stock units activity


				Weighted
				Average
		Number of		Grant Date
		Shares		Fair Value

Outstanding, January 1, 2026		14,215		$	60.05
Granted		10,928,059			1.03
Vested		—			—
Forfeited		—			—
Outstanding, March 31, 2026		10,942,274		$	1.10

2025 Employment Inducement Incentive Award Plan

Share-based Compensation

Schedule of stock option activity


				Weighted
				Average
		Number of		Exercise
		Shares		Price

Outstanding, January 1, 2026		59,034		$	0.41
Options granted		—			—
Options forfeited		—			—
Outstanding, March 31, 2026		59,034			0.41
Exercisable, March 31, 2026		—		$	—

Summary of restricted stock units activity


				Weighted
				Average
		Number of		Grant Date
		Shares		Fair Value

Outstanding, January 1, 2026		672,141		$	0.65
Granted		—			—
Vested		—			—
Forfeited		—			—
Outstanding, March 31, 2026		672,141		$	0.65

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Public Offering (Details) $ / shares in Units, $ in Thousands			3 Months Ended
	Jan. 07, 2025 USD ($) shares	Jan. 06, 2025 $ / shares shares	Mar. 31, 2026 USD ($) shares	Mar. 31, 2025 USD ($) shares	Dec. 31, 2025 shares
Public Offering
Warrants exercised \| $				$ 6,422
Loss on issuance of warrants \| $	$ (75,600)			(75,644)
Change in fair value of warrants \| $			$ 4,656	86,729
Public offering
Public Offering
Number of common units		555,571
Number of common shares issuable per common unit		1
Exercise price per warrant \| $ / shares		$ 45
Net proceeds \| $	$ 18,300
Floor price of warrants before stockholder approval date \| $ / shares		20.23
Floor price of warrants after stockholder approval date. \| $ / shares		$ 8.06
Number of days to purchase additional shares		45 days
Maximum percentage of common stock using option		15.00%
Purchase Price \| $ / shares		$ 0.01
Series Warrants
Public Offering
Warrants exercised			0
Series Warrants \| Public offering
Public Offering
Loss on issuance of warrants \| $				$ 75,600
Series A
Public Offering
Number of warrants exercised	83,334
Warrants exercised				0
Warrants outstanding			3,565,245	3,565,245	3,565,245
Change in fair value of warrants \| $			$ 300	$ 19,400
Series A \| Public offering
Public Offering
Number of warrants issuable per common unit		1
Exercise price per warrant \| $ / shares		$ 45
Warrants expiration term		60 months
Maximum percentage of common stock using option		15.00%
Series B
Public Offering
Number of warrants exercised	83,334
Warrants exercised				3,142,511
Issuance of shares and reclassification of liability related to cashless warrant exercises (in shares)				9,427,533
Warrants exercised \| $				$ 6,400
Warrants outstanding			62,263	422,734	62,263
Change in fair value of warrants \| $			$ 21	$ 7,900
Series B \| Public offering
Public Offering
Exercise price per warrant \| $ / shares		$ 45
Number of common stock per warrant		1
Warrants expiration term		30 months
Maximum percentage of common stock using option		15.00%
Warrants multiplier factor		3

Daewoong Convertible Notes

3 Months Ended

Mar. 31, 2026

Daewoong Convertible Notes

Daewoong Convertible Notes

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 shareholders on January 21, 2026. The Exchange is accounted for as an extinguishment of debt and a loss on extinguishment of $76 thousand was recognized upon the closing of the Exchange.

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

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

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 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 exercisable at any time until the five-year anniversary of issuance. The Daewoong Warrants are liability classified and were recognized at their fair value of $10.3 million on January 21, 2026. As of March 31, 2026, the fair value of the Daewoong Warrant liability was $7.3 million. During the three months ended March 31, 2026, the Company recognized $3.0 million of gain related to the decrease in the fair value of the Daewoong Warrants.

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.

Common Stock (Tables)

3 Months Ended

Mar. 31, 2026

Common Stock

Schedule of common stock reserved for future issuance


		March 31,	December 31,
		2026	2025

Stock options issued and outstanding		158,005	158,005
Restricted stock units (unvested)		11,623,766	695,707
Shares available for future issuance under the stock incentive plans and employee stock purchase plan		19,265,192	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		2,039,609	23,155,011
Total common stock reserved		76,085,258	30,318,838

Commitments and Contingencies - Daewoong License and Supply Agreement (Details) - USD ($) $ / shares in Units, $ in Thousands	Jan. 21, 2026	Dec. 20, 2019	Mar. 31, 2026	Dec. 31, 2025
Commitments and Contingencies
Accounts payable			$ 1,481	$ 942
Daewoong License and Supply Agreement
Commitments and Contingencies
Automatic renewal for unlimited additional term		3 years
Termination upon a continuing default term		90 days
Termination upon a payment default term		30 days
Termination purchases right ownership threshold percentage	50.00%
Accounts payable			$ 400	$ 400
Price of know how in the event of termination	$ 1

Summary of Significant Accounting Policies - Segment Reporting (Details)	3 Months Ended
	Mar. 31, 2026 USD ($)
Summary of Significant Accounting Policies
Number of operating segments	1
Number of reportable segments not reported	true

Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2026

Summary of Significant Accounting Policies

Schedule of segment reporting


	Three Months Ended
	March 31,
	2026		2025

Segment operating expenses:
Compensation and benefits	$	3,129	$	2,388
Professional and legal fees		1,442		1,215
Office and travel		302		234
Research and development		1,064		113
Total selling, general and administrative, and research and development		5,937		3,950
Change in fair value of contingent consideration		(4)		(3,488)
Total operating costs and expenses		5,933		462
Loss from operations		(5,933)		(462)
Other segment items:
Change in fair value of convertible notes		(8,727)		(1,631)
Change in fair value of warrants		4,656		86,729
Loss on issuance of warrants		—		(75,644)
Loss on extinguishment of debt		(76)		—
Loss on derivative liability		(1,743)		—
Other income, net		30		103
Total other segment items, net		(5,860)		9,557
(Loss) income before taxes		(11,793)		9,095
Income taxes		—		—
Segment net (loss) income	$	(11,793)	$	9,095

Schedule of property and equipment, net

Property and equipment, net, as of March 31, 2026 and December 31, 2025 are as follows (in thousands):


		March 31,			December 31,
		2026			2025
Furniture and fixtures		$	199		$	199
Equipment			241			241
Leasehold improvements			66			66
Property and equipment			506			506
Accumulated depreciation			(364)			(344)
Property and equipment, net		$	142		$	162

Schedule of other accrued expenses

Other accrued expenses were as follows (in thousands):


			March 31,		December 31,
			2026		2025
Legal expenses		$	186	$	244
Excise tax liability			569		570
Operating lease liability - short term portion			258		252
Daewoong supplies & analytical testing			204		424
SG&A consulting expenses			428		9
R&D consulting expenses			455		80
Remaining other accrued expenses			83		78
Total other accrued expenses		$	2,183	$	1,657

Schedule of basic and diluted net (loss) income per share

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


Three months ended March 31, 2026
Net loss	$	(11,793)
Weighted average shares of common stock outstanding, basic and diluted		40,614,087
Net loss per share, basic and diluted	$	(0.29)


Three months ended March 31, 2025
Net income	$	9,095
Weighted average shares of common stock outstanding, basic and diluted		3,984,876
Net income per share, basic and diluted	$	2.28

Schedule of 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
		March 31,
		2026	2025
Warrants		18,389,740	4,043,382
Common stock options and restricted stock units		11,781,771	124,584
Convertible notes		2,039,609	399,128
		32,211,120	4,567,094

Share-based Compensation - 2023 Incentive Award Plan (Details)	Mar. 31, 2026 shares
2023 Incentive Award Plan
Share-based Compensation
Aggregate number of shares available for future grant	17,847,331

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Fair Value Measurements - Significant inputs as of the valuation dates (Details) - Level 3	Mar. 31, 2026 USD ($) $ / shares	Jan. 27, 2026 USD ($) $ / shares	Jan. 21, 2026 USD ($) $ / shares	Dec. 31, 2025 USD ($) $ / shares
Stock Price \| Series A
Fair Value Measurements
Warrants, measurement input	0.99			1.1
Stock Price \| Series B
Fair Value Measurements
Warrants, measurement input	0.99			1.1
Stock Price \| Pipe Warrants
Fair Value Measurements
Warrants, measurement input	0.99	1.2
Stock Price \| Daewong Warrant
Fair Value Measurements
Warrants, measurement input	0.99		1.36
Exercise Price \| Series A
Fair Value Measurements
Warrants, measurement input	8.06			8.06
Exercise Price \| Series B
Fair Value Measurements
Warrants, measurement input				8.06
Exercise Price \| Pipe Warrants
Fair Value Measurements
Warrants, measurement input	1.09	1.09
Exercise Price \| Daewong Warrant
Fair Value Measurements
Warrants, measurement input	1.09		1.09
Expected volatility \| Series A
Fair Value Measurements
Warrants, measurement input	1.641			1.60
Expected volatility \| Series B
Fair Value Measurements
Warrants, measurement input	1.983			2
Expected volatility \| Pipe Warrants
Fair Value Measurements
Warrants, measurement input	1.641	1.60
Expected volatility \| Daewong Warrant
Fair Value Measurements
Warrants, measurement input	1.641		1.641
Risk-free interest rate \| Series A
Fair Value Measurements
Warrants, measurement input	0.039			0.036
Risk-free interest rate \| Series B
Fair Value Measurements
Warrants, measurement input	0.037			0.035
Risk-free interest rate \| Pipe Warrants
Fair Value Measurements
Warrants, measurement input	0.039	0.036
Risk-free interest rate \| Daewong Warrant
Fair Value Measurements
Warrants, measurement input	0.039		0.039
Expected life (in years) \| Series A
Fair Value Measurements
Warrants, measurement input \| $	3.91			4.02
Expected life (in years) \| Series B
Fair Value Measurements
Warrants, measurement input \| $	1.27			1.52
Expected life (in years) \| Pipe Warrants
Fair Value Measurements
Warrants, measurement input \| $	4.83	5
Expected life (in years) \| Daewong Warrant
Fair Value Measurements
Warrants, measurement input \| $	4.82		5.01

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Mar. 31, 2026	Mar. 31, 2025
Pay vs Performance Disclosure
Net Income (Loss)	$ (11,793)	$ 9,095

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

Summary of Significant Accounting Policies - Segment Reporting - Reconciliation of company's net income (Details) - USD ($) $ in Thousands		3 Months Ended
	Jan. 07, 2025	Mar. 31, 2026	Mar. 31, 2025
Segment operating expenses:
Research and development		$ 2,034	$ 825
Change in fair value of contingent consideration		(4)	(3,488)
Total operating costs and expenses		5,933	462
Loss from operations		(5,933)	(462)
Other segment items:
Change in fair value of convertible notes		(8,727)	(1,631)
Change in fair value of warrants		(4,656)	(86,729)
Loss on issuance of warrants	$ (75,600)		(75,644)
Loss on extinguishment of debt		(76)
Loss on derivative liability		(1,743)
Other income, net		30	103
Total other (loss) income, net		(5,860)	9,557
(Loss) income before taxes		(11,793)	9,095
Net (loss) income		(11,793)	9,095
Single reportable segment
Segment operating expenses:
Compensation and benefits		3,129	2,388
Professional and legal fees		1,442	1,215
Office and travel		302	234
Research and development		1,064	113
Total selling, general and administrative, and research and development		5,937	3,950
Change in fair value of contingent consideration		(4)	(3,488)
Total operating costs and expenses		5,933	462
Loss from operations		(5,933)	(462)
Other segment items:
Change in fair value of convertible notes		(8,727)	(1,631)
Change in fair value of warrants		4,656	86,729
Loss on issuance of warrants			(75,644)
Loss on extinguishment of debt		(76)
Loss on derivative liability		(1,743)
Other income, net		30	103
Total other (loss) income, net		(5,860)	9,557
(Loss) income before taxes		(11,793)	9,095
Net (loss) income		$ (11,793)	$ 9,095

Share-based Compensation - Stock Option Activity Under 2019 Incentive Award Plan (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended		12 Months Ended
	Mar. 31, 2026	Mar. 31, 2025	Dec. 31, 2025
Options, Weighted Average Exercise Price
Share-based compensation expense	$ 1.9	$ 1.7
2019 Incentive Award Plan
Options, Number of Shares
Outstanding, beginning of period	47,955
Outstanding, end of period	47,955		47,955
Exercisable, end of period	47,516
Options, Weighted Average Exercise Price
Outstanding, beginning of period	$ 720
Outstanding, end of period	720		$ 720
Exercisable, end of period	$ 720
Weighted average remaining contractual life of options outstanding	4 years 9 months 18 days		5 years
Unrecognized compensation expense related to non-vested stock options	$ 0.0
2019 Incentive Award Plan \| Stock options
Options, Weighted Average Exercise Price
Share-based compensation expense	$ 0.2	$ 0.6

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2026	Mar. 31, 2025
Cash flows from operating activities:
Net (loss) income	$ (11,793)	$ 9,095
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Depreciation	19	19
Stock-based compensation expense	1,932	1,729
Loss on issuance of warrants		75,644
Loss on extinguishment of debt	76
Change in fair value of convertible notes	8,727	1,631
Change in fair value of warrants	(4,656)	(86,729)
Loss on derivative liability	1,743
Change in fair value of contingent consideration	(4)	(3,488)
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	10	(298)
Accounts payable	539	(3,473)
Accrued expenses and other liabilities	700	(2,036)
Other assets and liabilities	71	(3)
Net cash used in operating activities	(2,636)	(7,909)
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 shares, net	1,665
Proceeds from issuance of public offering shares, net		18,346
Net cash provided by financing activities	5,873	18,346
Net increase in cash	3,237	10,433
Cash and cash equivalents at beginning of period	3,006	13
Cash and cash equivalents at end of period	6,243	10,446
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		$ 6,418

Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2026

Summary of Significant Accounting Policies

Basis of Presentation

Unaudited Interim Financial Information

Use of Estimates

Segment Reporting


	Three Months Ended
	March 31,
	2026		2025

Segment operating expenses:
Compensation and benefits	$	3,129	$	2,388
Professional and legal fees		1,442		1,215
Office and travel		302		234
Research and development		1,064		113
Total selling, general and administrative, and research and development		5,937		3,950
Change in fair value of contingent consideration		(4)		(3,488)
Total operating costs and expenses		5,933		462
Loss from operations		(5,933)		(462)
Other segment items:
Change in fair value of convertible notes		(8,727)		(1,631)
Change in fair value of warrants		4,656		86,729
Loss on issuance of warrants		—		(75,644)
Loss on extinguishment of debt		(76)		—
Loss on derivative liability		(1,743)		—
Other income, net		30		103
Total other segment items, net		(5,860)		9,557
(Loss) income before taxes		(11,793)		9,095
Income taxes		—		—
Segment net (loss) income	$	(11,793)	$	9,095

Risk and Uncertainties


	Three Months Ended
	March 31,
	2026		2025

Segment operating expenses:
Compensation and benefits	$	3,129	$	2,388
Professional and legal fees		1,442		1,215
Office and travel		302		234
Research and development		1,064		113
Total selling, general and administrative, and research and development		5,937		3,950
Change in fair value of contingent consideration		(4)		(3,488)
Total operating costs and expenses		5,933		462
Loss from operations		(5,933)		(462)
Other segment items:
Change in fair value of convertible notes		(8,727)		(1,631)
Change in fair value of warrants		4,656		86,729
Loss on issuance of warrants		—		(75,644)
Loss on extinguishment of debt		(76)		—
Loss on derivative liability		(1,743)		—
Other income, net		30		103
Total other segment items, net		(5,860)		9,557
(Loss) income before taxes		(11,793)		9,095
Income taxes		—		—
Segment net (loss) income	$	(11,793)	$	9,095

Property and Equipment

Property and equipment, net, as of March 31, 2026 and December 31, 2025 are as follows (in thousands):


		March 31,			December 31,
		2026			2025
Furniture and fixtures		$	199		$	199
Equipment			241			241
Leasehold improvements			66			66
Property and equipment			506			506
Accumulated depreciation			(364)			(344)
Property and equipment, net		$	142		$	162

Other Accrued Expenses

Other accrued expenses were as follows (in thousands):


			March 31,		December 31,
			2026		2025
Legal expenses		$	186	$	244
Excise tax liability			569		570
Operating lease liability - short term portion			258		252
Daewoong supplies & analytical testing			204		424
SG&A consulting expenses			428		9
R&D consulting expenses			455		80
Remaining other accrued expenses			83		78
Total other accrued expenses		$	2,183	$	1,657

Convertible Notes

Contingent Consideration

Derivative Liability

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.

Warrants

Fair Value of Financial Instruments

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 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

Research and Development Expenses

Stock-Based Compensation

Net (Loss) Income Per Share

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


Three months ended March 31, 2026
Net loss	$	(11,793)
Weighted average shares of common stock outstanding, basic and diluted		40,614,087
Net loss per share, basic and diluted	$	(0.29)


Three months ended March 31, 2025
Net income	$	9,095
Weighted average shares of common stock outstanding, basic and diluted		3,984,876
Net income per share, basic and diluted	$	2.28


		Three Months Ended
		March 31,
		2026	2025
Warrants		18,389,740	4,043,382
Common stock options and restricted stock units		11,781,771	124,584
Convertible notes		2,039,609	399,128
		32,211,120	4,567,094

Contingencies

Recent Accounting Pronouncements

Accounting Pronouncements Not Yet Adopted