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AEON on NYSE

AEON Biopharma, Inc.

Biopharmaceutical company advancing its proprietary botulinum toxin complex ABP-450 as a biosimilar1

In its 2026 annual report the company says: “We are a biopharmaceutical company focused on developing ABP-450 as a biosimilar to Botox® (onabotulinumtoxinA) for therapeutic indications.”4 It is headquartered in Aliso Viejo, California.1 Its shares trade on NYSE under the symbol AEON.1

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Last updated Oct 21, 2026.

Overview

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  • TickerAEON on NYSE1
  • IndustryPharmaceutical Preparations1
  • HeadquartersAliso Viejo, California1
  • Incorporated inDE2
  • Business address130 Vantis Drive, Suite 170, Aliso Viejo, Ca 926562
  • Filer category, Emerging growth company2

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AEON is a biopharmaceutical company advancing its proprietary botulinum toxin complex ABP-450 as a biosimilar to Botox® (onabotulinumtoxinA) with the goal of achieving full-label United States (“U.S.”) market entry for debilitating medical conditions.4 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Financial statements

Operating income567-$12.8M in 2025+561% since 2021
-$50.0M0$50.0M$100.0M2021: -$1.9M-$1.9M20212022: -$48.4M-$48.4M2022+2402%2024: $73.0M$73.0M20242025: -$12.8M-$12.8M2025
Net income567-$39.2M in 2025
-$75.0M-$50.0M-$25.0M0$25.0M$50.0M2021: $8.2M$8.2M20212022: -$52.6M-$52.6M20222024: $42.0M$42.0M20242025: -$39.2M-$39.2M2025

Every line of the income statement as filed: the last 2 fiscal years, latest first.7

Period ending2025-12-312024-12-31
Selling, general and administrative$12.2M$13.6M
Research and development$4.1M$14.2M
Change in fair value of contingent consideration-$3.5M-$100.8M
Total operating costs and expenses$12.8M-$73.0M
(Loss) income from operations-$12.8M$73.0M
Change in fair value of convertible notes-$22.9M$3.3M
Change in fair value of warrants$84.9M-$14.7M
Loss on issuance of warrants-$75.6M
Loss on embedded forward purchase agreements-$19.7M
Loss on derivative liability-$13.1M
Other income, net$290.0K$95.0K
Total other loss, net-$26.4M-$31.0M
(Loss) income before taxes-$39.2M$42.0M
Income taxes$0$0
Net (loss) income-$39.2M$42.0M
Basic net (loss) income per share (in dollars per share)-$3.95$77.74
Diluted net (loss) income per share (in dollars per share)-$3.95$72.93
Weighted average shares of common stock outstanding used to compute basic net (loss) income per share9.9M shares540.4K shares
Weighted average shares of common stock outstanding used to compute diluted net (loss) income per share9.9M shares575.9K shares

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Corporate structure

AEON Biopharma, Inc. sits at the top of its group. 2 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of AEON Biopharma, Inc.

  • AEON Biopharma, Inc. Aliso Viejo, California
    • AEON Biopharma Sub, Inc. Subsidiary · Delaware, United States

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What AEON Biopharma, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$506.0K7 Dec 31, 2025$502.0K7 Dec 31, 2024+0.8%
Accumulated depreciation$344.0K7 Dec 31, 2025$267.0K7 Dec 31, 2024+28.8%
Property and equipment, net$162.0K7 Dec 31, 2025$235.0K7 Dec 31, 2024−31.1%
Operating-lease assets (leased space)$1.1M7 Dec 31, 2025$1.3M7 Dec 31, 2024−18.3%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$3.0M7 Dec 31, 2025$13.0K7 Dec 31, 2024+23023.1%

Properties, in its own words

Our principal executive office is located at 5 Park Plaza, Suite 1750, Irvine, California 92614. In September 2021, we entered into a lease agreement for 8,000 square feet of office space located at this facility, with a lease term of 36 months beginning in December 2021 and ending in December 2024. In March 2024, we entered into an amendment to extend the lease to an additional five years. We may look for alternate space for our operations, and we believe that suitable alternative space will be available in the future on commercially reasonable terms.

Item 2 of the 10-K filed Mar 30, 2026.4

Leadership

Who has led AEON Biopharma, Inc., and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Robert J. Palmisano2021
  2. Marc Forth2023
  3. Robert E. Bancroft2025–now

President

  1. Vikram Malik2021
  2. Robert E. Bancroft2025–now

Chief financial officer

  1. Oleg Grodnensky2021
  2. Peter A. Reynolds2023
  3. John Bencich2026–now

Chief operating officer

  1. Oleg Grodnensky2021
2025
Board members and other officers (16)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • AEON Biopharma Sub, Inc. Delaware3

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Former names

  • Priveterra Acquisition Corp.Dec 23, 2020 to Jul 24, 20232

Timeline

  1. Sep 30, 20268-K Regulation FD disclosure; Other events28
  2. Aug 12, 20268-K Results of operations; Regulation FD disclosure29
  3. Aug 3, 20268-K Regulation FD disclosure; Other events30
  4. Jul 23, 20268-K Other events31
  5. Jul 15, 20268-K Entered a material agreement; Other events32
  6. Jun 17, 20268-K Shareholder vote33
  7. May 14, 20268-K Results of operations34
  8. May 14, 20268-K Regulation FD disclosure35
  9. Apr 3, 20268-K Listing notice or transfer36
  10. Mar 30, 20268-K Results of operations37
  11. Mar 9, 20268-K Executive or director change38
  12. Jan 21, 20268-K Unregistered sale of shares; Executive or director change; Shareholder vote39
  13. May 1, 2025New chief executive Robert E. Bancroft becomes CEO12
  14. Jul 24, 2023New chief executive Marc Forth becomes CEO13
  15. Feb 8, 2021New chief executive Robert J. Palmisano becomes CEO14

Calendar

Coming up

  1. Nov 13, 2026Reports results for the quarter ending Sep/2026 A year earlier it reported ($0.39) a share, on Nov 14, 2025.40

When it reported results

  1. Aug 12, 2026Reported quarterly or annual results29
  2. May 14, 2026Reported quarterly or annual results34
  3. Mar 30, 2026Reported quarterly or annual results37
  4. Nov 14, 2025Reported quarterly or annual results41
  5. Aug 12, 2025Reported quarterly or annual results42
  6. May 14, 2025Reported quarterly or annual results43
  7. Mar 24, 2025Reported quarterly or annual results44
  8. Nov 13, 2024Reported quarterly or annual results45

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

333 filings to the SEC since October 2021: 10 annual reports, 20 quarterly reports, 82 major events, 70 insider forms, 29 large holders, 122 other. The latest 20:

  1. Oct 13, 2026PRE 14A EDGAR
  2. Sep 30, 20268-K EDGAR
  3. Aug 21, 2026SCHEDULE 13G EDGAR
  4. Aug 21, 20264 EDGAR
  5. Aug 21, 20263 EDGAR
  6. Aug 12, 202610-Q EDGAR
  7. Aug 12, 20268-K EDGAR
  8. Aug 3, 20268-K EDGAR
  9. Jul 23, 20268-K EDGAR
  10. Jul 21, 2026SCHEDULE 13G EDGAR
  11. Jul 15, 20268-K EDGAR
  12. Jul 15, 2026424B4 EDGAR
  13. Jul 13, 2026EFFECT EDGAR
  14. Jul 13, 2026S-1MEF EDGAR
  15. Jul 9, 2026S-1/A EDGAR
  16. Jul 8, 2026S-1 EDGAR
  17. Jun 22, 20264 OWNERSHIP DOCUMENT EDGAR
  18. Jun 22, 20264 OWNERSHIP DOCUMENT EDGAR
  19. Jun 22, 20264 OWNERSHIP DOCUMENT EDGAR
  20. Jun 22, 20264 OWNERSHIP DOCUMENT EDGAR

The 333 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

5 open-market trades by officers, directors and large owners since October 2021: 4 buys and 1 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Aug 19, 2026LYNCH TIMOTHY P10% ownerBuy1,150,000$0.21$241.5KForm 4
May 21, 2025FISCHER JOSTDirectorBuy60,000$0.49$29.4KForm 4
May 20, 2025FISCHER JOSTDirectorBuy60,000$0.51$30.6KForm 4
May 19, 2025FISCHER JOSTDirectorBuy50,000$0.50$25.0KForm 4
Aug 11, 2023Strathspey Crown Holdings Group, LLC10% ownerSale7,380,394$10.00$73.8MForm 4

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Chad Oh$425.0K$1.4M63
2025Alex Wilson$400.0K$1.4M63
2025Robert Bancroft$286.4K$553.9K63
2025Marc Forth$135.6K63
2024Former President and Chief Executive Officer$550.0K$5.0M63
2024Chief Medical Officer$425.0K$2.3M63
2024Chief Legal Officer$400.0K$2.1M63

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Dauntless Investment Group, LLC12,490,154$9.0M15.6%+9,962,379
Geode Capital Management, LLC95,311$68.6K0.0%+8,249
Vanguard Capital Management LLC90,529$65.1K0.0%No change
Blue Owl Capital Holdings LP42,353$30.5K0.0%No change
Formidable Asset Management, LLC20,024$19.7K0.0%No change
StoneX Group Inc.18,953$14.9K0.0%New
Vanguard Fiduciary Trust Co13,713$9.9K0.0%−989
LPL Financial LLC11,507$8.3K0.0%No change
Citigroup Inc7,315$5.3K0.0%+6,573
UBS Group AG5,062$3.6K0.0%+880
BlackRock, Inc.2,834$2.0K0.0%No change
Tower Research Capital LLC (TRC)2,567$1.8K0.0%+2,097
Steward Partners Investment Advisory, LLC1,100$7910.0%No change
Wolff Wiese Magana LLC567$4080.0%No change
SBI Securities Co., Ltd.232$1670.0%+127
Dupont Capital Management Corp170$1220.0%No change
Morgan Stanley150$1080.0%No change
GHP Investment Advisors, Inc.95$690.0%No change
Wells Fargo & Company/mn90$650.0%No change
Barclays PLC59$420.0%New
Danske Bank A/s1$10.0%No change
Caitong International Asset Management Co., Ltd1$10.0%No change

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How AEON Biopharma, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARAEON Biopharma, Inc.1
  • CIK0001837607
  • Employer ID (EIN)85-39404784
  • Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; not a shell company4
  • Incorporated inDelaware4
  • Fiscal year endsDecember 311
  • Industry code (SIC)2834 Pharmaceutical Preparations1
  • SEC reviewing officeOffice of Life Sciences, Division of Corporation Finance1
  • Business address130 Vantis Drive, Suite 170, Aliso Viejo, CA 926561
  • Phone(949) 354-64991
  • Shares outstanding49,882,790 as of Aug 6, 20269
  • Public float$8.7M as of Jun 30, 20254
  • AuditorKPMG LLP, San Diego, California PCAOB ID 185; no auditor attestation of internal control over financial reporting4
  • On EDGAR sinceDec 23, 20201
  • Filings357 in all: 8-K (85), 4 (52), 3 (21), 10-Q (17), UPLOAD (17), CORRESP (16), DEFA14A (15), 425 (14)1
    All 47 form types

    SCHEDULE 13G (8), S-1/A (7), SCHEDULE 13G/A (7), 10-K (6), DEF 14A (6), EFFECT (6), 10-K/A (5), 10-Q/A (5), 424B3 (5), PRE 14A (5), SC 13G (5), 424B5 (4), S-4/A (4), 8-K/A (3), ARS (3), S-1 (3), S-8 (3), SC 13G/A (3), 4/A (2), 424B4 (2), 8-A12B (2), CERT (2), DRS (2), NT 10-Q (2), S-1MEF (2), S-3 (2), SC 13D (2), SCHEDULE 13D (2), SCHEDULE 13D/A (2), 144 (1), 25 (1), 25-NSE (1), ARS/A (1), DEFM14A (1), DEFR14A (1), DEL AM (1), S-4 (1), S-4MEF (1), SC 13D/A (1)

  • Latest filingsAnnual report (10-K) Mar 30, 2026
    Quarterly report (10-Q) Aug 12, 2026
    Proxy statement (DEF 14A) Apr 29, 2026
    Latest 8-K (8-K) Sep 30, 2026

Securities registered for trading

ClassSymbolExchange
Class A common stock, $0.0001 par value per shareAEONNYSE American

From the cover page of the 10-K filed Mar 30, 2026 (Section 12(b) of the Exchange Act).4

Risk factors and legal proceedings

The risks AEON Biopharma, Inc. names in Item 1A of its 10-K filed Mar 30, 2026: 61 risks under these headings, as written.4

  • We are subject to various risks and uncertainties in the course of our business. You should carefully consider the risks and uncertainties described below and the other information in this report before making an investment in our Class A common stock, par value $0.0001 per share (“common stock”). Our business, financial condition, results of operations, or prospects could be materially and
  • adversely affected if any of these risks occurs, and as a result, the market price of our common stock could decline and you could lose all or part of your investment. This report also contains forward-looking statements that involve risks and uncertainties. See “Cautionary Statement Regarding Forward-Looking Statements.” Our actual results could differ materially and adversely from those anticipated in these forward-looking statements as a result of certain factors, including those set forth below.
  • Risks Related to Our Business Operations and Financial Position
  • We have a limited operating history and have incurred significant losses since our inception and anticipate that we will continue to incur losses for the foreseeable future. If we ever achieve profitability, we may not be able to sustain it.
  • Our management has concluded that uncertainties around our ability to raise additional capital raise substantial doubt about our ability to continue as a going concern. We will require additional financing to fund our future operations. Any failure to obtain additional capital when needed on acceptable terms, or at all, could force us to delay, limit, reduce or terminate our operations.
  • Our future success depends entirely on obtaining U.S. regulatory approval and successfully commercializing ABP-450 as a proposed biosimilar to Botox®, and the biosimilar licensure pathway for a botulinum toxin product is uncertain.
  • If we are unable to develop and validate a robust comparative analytical similarity and CMC package for ABP-450 consistent with the FDA’s expectations for a 351(k) biosimilar BLA, we may be delayed or prevented from submitting or obtaining approval of a 351(k) BLA, and our business would be materially adversely affected.
  • Clinical development for a proposed biosimilar product involves a lengthy, expensive and uncertain process, including extensive comparative analytical work and potentially clinical investigations; we may incur greater costs than we anticipate or encounter substantial delays or difficulties in our studies.
  • Enrollment and retention of patients in clinical studies is an expensive and time-consuming process and could be delayed, made more difficult or rendered impossible by multiple factors outside our control. If we experience delays or difficulties in enrolling patients in clinical studies, our clinical development activities could be delayed or otherwise adversely affected.
  • ABP-450 may cause undesirable side effects or have other properties that could delay or prevent its regulatory approval, limit its commercial potential or result in significant negative consequences following any potential regulatory approval.
  • We announced a strategic pivot to pursue regulatory approval for ABP-450 utilizing a 351(k) biosimilar pathway. Obtaining regulatory approvals under this novel approach may prove difficult, or even impossible, for a variety of reasons.
  • Even if ABP-450 receives regulatory approval as a biosimilar or otherwise, it may fail to achieve the broad degree of market acceptance by physicians, patients, third-party payors and others in the medical community necessary for commercial success.
The other 50 risks
  • Due to our limited resources and access to capital, we must prioritize the regulatory approval for ABP-450 utilizing a 351(k) biosimilar pathway and evaluate the development of certain therapeutic uses of ABP-450; these decisions may prove to be wrong and may adversely affect our business.
  • Even if we receive regulatory approval, coverage and adequate reimbursement may not be available for ABP-450, which could make it difficult for us to sell the product profitably.
  • Enacted and future legislation may increase the difficulty and cost for us to obtain marketing approval of and commercialize our products and may affect the prices we may set.
  • ABP-450, if approved, will face significant competition and our failure to effectively compete may prevent us from achieving significant market penetration and expansion.
  • If we are unable to establish sales and marketing capabilities on our own or through third parties, we will be unable to successfully commercialize ABP-450, if approved, or generate product revenue.
  • We will need to grow the size of our organization, and we may experience difficulties in managing this growth.
  • Our employees, independent contractors, consultants, commercial collaborators, principal investigators, vendors and other agents may engage in misconduct or other improper activities, including non-compliance with regulatory standards and requirements.
  • Our potential international operations will expose us to risks, and failure to manage these risks may adversely affect our operating results and financial condition.
  • If product liability lawsuits are brought against us, we may incur substantial liabilities and may be required to limit commercialization of ABP-450.
  • If we fail to attract and keep senior management and key scientific personnel, we may be unable to successfully develop ABP-450, conduct our clinical studies and commercialize ABP-450.
  • Our business involves the use of hazardous materials, and we and our third-party manufacturer and supplier must comply with environmental laws and regulations, which can be expensive and restrict how we do business.
  • Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited.
  • Changes in tax laws may impact our future financial position and results of operations.
  • Risks Related to our Reliance on Third Parties
  • We rely on the Daewoong Agreement to provide us exclusive rights to commercialize and distribute ABP-450 in certain territories. Any termination or loss of significant rights, including exclusivity, under the Daewoong Agreement would materially and adversely affect our development or commercialization of ABP-450.
  • We currently rely solely on Daewoong to manufacture ABP-450, and as such, any production or other problems with Daewoong could adversely affect us. The manufacture of biologics is complex and Daewoong may encounter difficulties in production that may impact our ability to provide supply of ABP-450 for clinical studies, our ability to obtain regulatory approval, or our ability to obtain commercial supply of our products, which, if approved, could be delayed or stopped.
  • A material breach by us of the terms of our license and settlement agreement with Medytox, Inc. could have a material adverse effect on our business.
  • We rely, and will continue to rely, on third parties, CROs and consultants to conduct all of our preclinical studies and clinical studies. If these third parties or consultants do not successfully carry out their contractual duties or meet expected deadlines, we may be unable to obtain regulatory approval for ABP-450.
  • Public health outbreaks, epidemics or pandemics (such as the COVID-19 pandemic) may materially and adversely affect our business and operations.
  • We may use third-party collaborators to help us develop, validate or commercialize any new products, and our ability to commercialize such products could be impaired or delayed if these collaborations are unsuccessful.
  • Risks Related to Intellectual Property
  • If we or any of our current or future licensors, including Daewoong, are unable to maintain, obtain or protect intellectual property rights related to ABP-450 and any future product candidates we may develop, or if the scope of any protection obtained is not sufficiently broad, we may not be able to compete effectively in our market.
  • Third-party claims of intellectual property infringement, misappropriation or violation, or challenges related to the invalidity or unenforceability of any issued patents we may obtain or in-license may prevent or delay our development and commercialization efforts or otherwise adversely affect our results of operations.
  • We may become involved in lawsuits to protect or enforce our intellectual property or the patents and other intellectual property of our licensors, which could be expensive and time-consuming.
  • Our rights to develop and commercialize ABP-450 and future product candidates are subject, in part, to the terms and conditions of licenses granted to us by others, including Daewoong. If we fail to comply with our obligations in the agreements under which we license intellectual property rights from third parties or otherwise experience disruptions to our business relationships with our licensors, we could lose license rights that are important to our business.
  • We may not be able to protect our intellectual property rights throughout the world.
  • If we are unable to protect the confidentiality of our trade secrets, our business and competitive position would be harmed.
  • We may be subject to claims that our employees, consultants or independent contractors have wrongfully used or disclosed confidential information of third parties or asserting ownership of what we regard as our own intellectual property.
  • If our trademarks and trade names are not adequately protected, then we may not be able to build name recognition in our markets of interest and our business may be adversely affected.
  • Intellectual property rights do not necessarily address all potential threats.
  • Risks Related to Government Regulation
  • Our business and products are subject to extensive government regulation.
  • Even if we obtain FDA approval for ABP-450 in the United States, we may never obtain approval for or commercialize such candidates in any other jurisdiction, which would limit our ability to realize their full market potential.
  • The misuse or off-label use of our approved products, if any, may harm our reputation in the marketplace, result in injuries that lead to product liability suits or result in costly investigations, fines or sanctions by regulatory bodies if we are deemed to have engaged in the promotion of these uses, any of which could be costly to our business.
  • Our relationships with healthcare providers and physicians and third-party payors will be subject to applicable anti-kickback, fraud and abuse and other healthcare laws and regulations, which could expose us to criminal sanctions, civil penalties, contractual damages, reputational harm and diminished profits and future earnings.
  • Inadequate funding for the FDA, the SEC and other government agencies, including from government shut downs, or other disruptions to these agencies’ operations, could hinder their ability to hire and retain key leadership and other personnel, prevent new products and services from being developed or commercialized in a timely manner or otherwise prevent those agencies from performing normal business functions on which the operation of our business may rely, which could negatively impact our business.
  • We are subject to stringent and often unsettled privacy laws, information security laws, regulations, policies and contractual obligations related to data privacy and security and changes in such laws, regulations, policies and contractual obligations could adversely affect our business.
  • Risks Related to Being a Public Company and Ownership of Our Securities
  • The price of our common stock may be volatile.
  • Sales of a substantial number of our securities in the public market by our existing securityholders could cause the price of our common stock to fall.
  • Fluctuations in our stock price may yield material changes in the valuation of the underlying derivatives securities associated with our capital structure.
  • We will require additional capital, which additional financing may result in restrictions on our operations or substantial dilution to our stockholders, to support the growth of our business, and this capital might not be available on acceptable terms, if at all.
  • We may incur significant costs from class action litigation due to the expected stock volatility.
  • Any failure to meet the continued listing requirements of NYSE American could result in a delisting of our common stock.
  • We are an “emerging growth company” and it cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors, which may make it more difficult to compare our performance with other public companies.
  • Future sales and issuances of our common stock or rights to purchase our common stock could result in additional dilution of the percentage ownership of our stockholders and could cause our common stock price to fall.
  • Our outstanding warrants may never be in the money and they may expire worthless
  • Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud.
  • The obligations associated with being a public company involve significant expenses and require significant resources and management attention, which may divert from AEON’s business operations.
  • Provisions in AEON’s certificate of incorporation, AEON’s bylaws and Delaware law have anti-takeover effects that discourage an acquisition of AEON by others, even if an acquisition would be beneficial to our stockholders, and may prevent attempts by our stockholders to replace or remove our current management, which could depress the trading price of our common stock.
  • AEON’s certificate of incorporation and bylaws designate the Court of Chancery of the State of Delaware as the exclusive forum for certain state law litigation that may be initiated by our stockholders and the United States federal district courts as the exclusive forum for certain securities law actions, which could limit our stockholders’ ability to litigate disputes with us in a different judicial forum and increase the costs for our stockholders to pursue certain claims against us.
  • General Risks
  • We rely on third parties to provide services and technology necessary for the operation of our business. Any failure of one or more of our vendors, suppliers or licensors to provide these services or technology could have a material adverse effect on our business.
  • If securities or industry analysts do not publish research or publish unfavorable research about our business, our stock price and trading volume could decline.
  • Operating as a public company requires us to incur substantial costs and requires substantial management attention. In addition, our management team has limited experience managing a public company and the requirements of being a public company may strain our resources, divert management’s attention and affect our ability to attract and retain additional executive management and qualified board members.

Legal proceedings

On September 18, 2023, Odeon filed a lawsuit against us in the Supreme Court of the State of New York, alleging that we failed to pay Odeon’s deferred underwriting fee of $1.25 million, and seeking monetary damages for the full amount of its claimed underwriting fee, punitive damages, attorneys’ fees and other amounts, totaling approximately $1.7 million, which was recorded in other accrued expenses on the consolidated balance sheets as of December 31, 2024. On October 31, 2025, the Company entered into a settlement agreement with Odeon to settle the lawsuit in exchange for $1.0 million in cash, 267,455 shares of common stock and 125,000 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 consolidated statement of operations and comprehensive (loss) income for the year ended December 31, 2025.

On November 20, 2025, Aegis filed a lawsuit against the Company in the Supreme Court of the State of New York, alleging that the Company failed to honor the ROFR in Aegis’s favor when AEON raised capital through a self-directed PIPE. In the complaint,

Aegis claimed that AEON misappropriated $1.59 million by not engaging Aegis as its underwriter or bookrunner in the PIPE and seeks punitive damages and attorneys' fees. Aegis was unsuccessful in its attempts to obtain both a temporary restraining order and permanent injunction. AEON filed a motion to dismiss in January 2026, relying upon New York precedent that indicates ROFRs are not operative when a company does not engage any banking partner. Oral argument with respect to the motion to dismiss is scheduled for April 2026.

The opening of Item 3, Legal Proceedings.4

Sources

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  54. 54
  55. 55
  56. 56
  57. 57
  58. 58
  59. 59
  60. 60
  61. 61
  62. 62
  63. 63