As filed with the Securities and Exchange Commission on July 13, 2026.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
AEON Biopharma, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 2834 | 85-3940478 | ||
|
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
5 Park Plaza
Suite 1750
Irvine, CA
(949) 354-6499
(Address, including zip code, and telephone number, including area code,
of Registrant’s principal executive offices)
Alex Wilson, Chief Legal & Strategy Officer
c/o AEON Biopharma, Inc.
5 Park Plaza, Suite 1750
Irvine, California 92614
(949) 354-6499
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
|
David E. Danovitch Angela Gomes Sullivan & Worcester LLP 1251 Avenue of the Americas, 19th Floor New York, NY 10020 (212) 660-3060 |
Jonathan R. Zimmerman Tyler J. Vivian Faegre Drinker Biddle & Reath LLP 2200 Wells Fargo Center 90 South Seventh Street Minneapolis, MN 55402-3901 (612) 766-7000 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. x
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x 333-297327
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ¨ | Accelerated filer ¨ | |
| Non-accelerated filer x | Smaller reporting company x | |
| Emerging growth company x |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.
EXPLANATORY NOTE AND
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement on Form S-1 (this “Registration Statement”) is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”). This Registration Statement relates to the public offering by AEON Biopharma, Inc. (the “Registrant”) of shares of common stock or pre-funded warrants in lieu thereof, with each share of common stock or pre-funded warrant accompanied by (i) one two-year milestone warrant to purchase one share of common stock or one pre-funded warrant in lieu thereof and (ii) one five-year milestone warrant to purchase one share of common stock or one pre-funded warrant in lieu thereof, contemplated by the Registration Statement on Form S-1, as amended (File No. 333-297327), initially filed by the Registrant with the Securities and Exchange Commission on July 8, 2026 and declared effective by the Securities and Exchange Commission on July 13, 2026 (the “Prior Registration Statement”) pursuant to the Securities Act. The contents of the Prior Registration Statement, including all amendments and exhibits thereto, are incorporated by reference into this Registration Statement.
The Registrant is filing this Registration Statement for the sole purpose of increasing the aggregate offering price of securities to be offered in the public offering by $4,528,125, which includes additional securities that the representative of the underwriters has the option to purchase. The additional securities that are being registered for issuance and sale are in an amount that represents no more than 20% of the maximum aggregate offering price set forth in Exhibit 107 to the Prior Registration Statement.
PART II
Information Not Required in Prospectus
| Item 16. | Exhibit List |
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irvine, State of California, on July 13, 2026.
| AEON BIOPHARMA, INC. | ||
| By: | /s/ Robert Bancroft | |
| Robert Bancroft | ||
| President and Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement on Form S-1 has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Robert Bancroft | President, Chief Executive Officer | July 13, 2026 | ||
| Robert Bancroft | (Principal Executive Officer) and Director | |||
| * | Chief Accounting Officer | July 13, 2026 | ||
| Jennifer Sy | (Principal Accounting Officer) | |||
| * | Chief Financial Officer | July 13, 2026 | ||
| John Bencich | (Principal Financial Officer) | |||
| * | Chairman of the Board | July 13, 2026 | ||
| Jost Fischer | ||||
| * | Director | July 13, 2026 | ||
| Robert Palmisano | ||||
| * | Director | July 13, 2026 | ||
| Shelley Thunen | ||||
| * | Director | July 13, 2026 | ||
| Eric Carter | ||||
| * | Director | July 13, 2026 | ||
| Seongsoo Park | ||||
| * | Director | July 13, 2026 | ||
| Marc Forth |
| *By: | /s/ Robert Bancroft | |
| Robert Bancroft | ||
| Attorney-in-fact |
Exhibit 5.1
 |
 |
 |
July 13, 2026
AEON Biopharma, Inc.
5 Park Plaza, Suite 1750
Irvine, CA 92614
Ladies and Gentlemen:
We have acted as special counsel to AEON Biopharma, Inc., a Delaware corporation (the “Company”), in connection with its Registration Statement on Form S-1, as amended, (File No. 333-297327) (the “Initial Registration Statement”) filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 8, 2026 under the Securities Act of 1933, as amended (the “Securities Act”), and a registration statement filed pursuant to Rule 462(b) of the Securities Act (the “462(b) Registration Statement” and, together with the Initial Registration Statement, the “Registration Statements”) with respect to the registration of an additional $4,528,125 in securities (inclusive of $679,218.75 in respect of the over-allotment securities), consisting of shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) or pre-funded warrants to purchase shares of Common Stock in lieu thereof (the “Pre-Funded Warrants”), accompanied with two-year milestone warrants to purchase shares of Common Stock or Pre-Funded Warrants in lieu thereof (the “Two-Year Milestone Warrants”) and (iii) five-year milestone warrants to purchase shares of Common Stock or Pre-Funded Warrants in lieu thereof (the “Five-Year Milestone Warrants”, together with the Two-Year Milestone Warrants, the “Milestone Warrants”). The 462(b) Registration Statement also covers the shares of Common Stock underlying the Pre-Funded Warrants, the Two-Year Milestone Warrants and the Five-Year Milestone Warrants (collectively, the “Warrant Shares”). The Shares, the Pre-Funded Warrants, the Milestone Warrants and the Warrant Shares are collectively referred to herein as the “Securities.” The 462(b) Registration Statement incorporates by reference the Registration Statement.
The Securities will be offered and sold pursuant to the Registration Statements and an underwriting agreement (the “Underwriting Agreement”) to be entered into by and between the Company and Lake Street Capital Markets, LLC, as representative of the several underwriters named therein (the “Representative”).
As counsel to the Company in connection with the proposed issuance and sale of the Securities, we have examined: (i) the Company’s certificate of incorporation, as amended and restated, and bylaws, as amended and restated, each as currently in effect; (ii) certain resolutions of the Company’s board of directors relating to the issuance and sale of the Securities; (iii) the form of Underwriting Agreement; (iv) the form of Warrant Agency Agreement to be entered into between the Company and Continental Stock Transfer & Trust Company, as warrant agent (in such capacity, the "Warrant Agent"); (v) the form of Two-Year Milestone Warrant; (vi) the form of Five-Year Milestone Warrant; (vii) the form of Pre-Funded Warrant; (viii) the Registration Statement and the 462(b) Registration Statement; and (ix) such other proceedings, documents, and records as we have deemed necessary to enable us to render this opinion. In all such examinations, we have assumed the genuineness of all signatures, the authenticity of all documents, certificates, and instruments submitted to us as originals, and the conformity with the originals of all documents, certificates, and instruments submitted to us as copies. We have also assumed the due execution and delivery of all documents where due execution and delivery are prerequisite to the effectiveness thereof.
Our opinions set forth below with respect to the validity or binding effect of any security or obligation may be limited by (i) bankruptcy, insolvency, reorganization, fraudulent conveyance, marshaling, moratorium or other similar laws affecting the enforcement generally of the rights and remedies of creditors and secured parties or the obligations of debtors, (ii) general principles of equity (whether considered in a proceeding in equity or at law), including but not limited to principles limiting the availability of specific performance or injunctive relief, and concepts of materiality, reasonableness, good faith and fair dealing, (iii) the possible unenforceability under certain circumstances of provisions providing for indemnification, contribution, exculpation, release or waiver that may be contrary to public policy or violative of federal or state securities laws, rules or regulations, and (iv) the effect of course of dealing, course of performance, oral agreements or the like that would modify the terms of an agreement or the respective rights or obligations of the parties under an agreement.
Based upon, subject to and limited by the foregoing, we are of the opinion that, following the (i) execution and delivery by the Company and the Representative of the Underwriting Agreement, (ii) execution and delivery by the Company and the Warrant Agent of the Warrant Agency Agreement, (iii) execution and delivery by the Company of the Pre-Funded Warrants, the Two-Year Milestone Warrants and the Five-Year Milestone Warrants, (iv) execution and delivery by the Warrant Agent of the Pre-Funded Warrants, the Two-Year Milestone Warrants and the Five-Year Milestone Warrants in accordance with the terms of the Warrant Agency Agreement, (v) effectiveness of the Registration Statements, (vi) issuance of the Securities pursuant to the terms of the Underwriting Agreement, and (vii) receipt by the Company of the applicable consideration for the Securities:
(i) the Securities have been duly authorized for issuance;
(ii) the Shares, when issued, delivered and paid for in accordance with the terms of the Underwriting Agreement and in accordance with and in the manner described in the Registration Statement, will be validly issued, fully paid and nonassessable shares of Common Stock;
(iii) each of the Pre-Funded Warrants, the Two-Year Milestone Warrants and the Five-Year Milestone Warrants (collectively, the "Warrants"), when duly executed and delivered by the Company and the Warrant Agent in accordance with the terms of the Warrant Agency Agreement and delivered against payment therefor in accordance with the terms of the Underwriting Agreement and in accordance with and in the manner described in the Registration Statement, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms; and
(iv) the Warrant Shares, when issued, delivered and paid for in accordance with the terms of the Milestone Warrants or the Pre-Funded Warrants, as applicable, will be validly issued, fully paid and non-assessable shares of Common Stock.
It is understood that this opinion is to be used only in connection with the offer, sale, and issuance of the Securities while the Registration Statements in effect.
This opinion speaks only as of the date hereof and we assume no obligation to update or supplement this opinion if any applicable laws change after the date of this opinion or if we become aware after the date of this opinion of any facts, whether existing before or arising after the date hereof, that might change the opinions expressed above. This opinion is furnished in connection with the filing of the Registration Statement and may not be relied upon for any other purpose without our prior written consent in each instance. Further, no portion of this opinion may be quoted, circulated or referred to in any other document for any other purpose without our prior written consent.
We hereby consent to the filing of this opinion with the SEC as Exhibit 5.1 to the 462(b) Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC promulgated thereunder.
| Very truly yours, | |
| /s/ Sullivan & Worcester LLP | |
| Sullivan & Worcester LLP |
Exhibit 23.1
 |
|
| KPMG LLP Suite 1100 4655 Executive Drive San Diego, CA 92121-3132 |
Consent of Independent Registered Public Accounting Firm
We consent to the use of our report dated March 30, 2026, with respect to the consolidated financial statements of AEON Biopharma, Inc., incorporated herein by reference, and to the reference to our firm under the heading "Experts" in the prospectus.
|
/s/ KPMG LLP |
San Diego, California
July 13, 2026
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Calculation of Filing Fee Tables |
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| Table 1: Newly Registered and Carry Forward Securities |
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Security Type |
Security Class Title |
Fee Calculation or Carry Forward Rule |
Amount Registered |
Proposed Maximum Offering Price Per Unit |
Maximum Aggregate Offering Price |
Fee Rate |
Amount of Registration Fee |
Carry Forward Form Type |
Carry Forward File Number |
Carry Forward Initial Effective Date |
Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward |
||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Newly Registered Securities | |||||||||||||
|
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1 |
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$
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$
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2 |
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$
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3 |
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$
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4 |
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$
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5 |
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$
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|
$
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|
6 |
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$
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7 |
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$
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$
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| Fees Previously Paid | |||||||||||||
| Carry Forward Securities | |||||||||||||
| Carry Forward Securities | |||||||||||||
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Total Offering Amounts: |
$
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$
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Total Fees Previously Paid: |
$
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Total Fee Offsets: |
$
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Net Fee Due: |
$
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Offering Note |
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1 |
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2 |
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3 |
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4 |
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5 |
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6 |
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7 |
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| Table 2: Fee Offset Claims and Sources |
|---|
| Registrant or Filer Name | Form or Filing Type | File Number | Initial Filing Date | Filing Date | Fee Offset Claimed | Security Type Associated with Fee Offset Claimed | Security Title Associated with Fee Offset Claimed | Unsold Securities Associated with Fee Offset Claimed | Unsold Aggregate Offering Amount Associated with Fee Offset Claimed | Fee Paid with Fee Offset Source | |||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Rules 457(b) and 0-11(a)(2) | |||||||||||||
| Fee Offset Claims | |||||||||||||
| Fee Offset Sources | |||||||||||||
| Rule 457(p) | |||||||||||||
| Fee Offset Claims | |||||||||||||
| Fee Offset Sources | |||||||||||||
| Table 3: Combined Prospectuses |
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|
Security Type |
Security Class Title |
Amount of Securities Previously Registered |
Maximum Aggregate Offering Price of Securities Previously Registered |
Form Type |
File Number |
Initial Effective Date |
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|---|---|---|---|---|---|---|---|