Results of Operations and Financial Condition. On August 12, 2026, AEON Biopharma, Inc. (the “Company” or “AEON”) announced financial results for the second quarter ended June 30, 2026. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1, to this Current Report on Form 8-K (this “Report”).

Other Events. ​ On August 3, 2026, the Company received a letter from NYSE Regulation confirming that the Company has regained compliance with the continued listing standards of NYSE American. The letter stated that the Company is in compliance with all of the NYSE American continued listing standards set forth in Part 10 of the NYSE American Company Guide (the “Company Guide”). Specifically, the Company resolved the previously identified deficiencies under Sections 1003(a)(i) and 1003(a)(ii)…

Entry into a Material Definitive Agreement. On July 13, 2026, AEON Biopharma, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Lake Street Capital Markets, LLC, as representative of the several underwriters named therein (the “Representative”), relating to the Company's underwritten public offering (the “Offering”) of (i) 17,851,599 shares (the “Shares”) of the Company's Class A common stock, par value $0.0001 per share (the “Common Stock”), and…

of this Report (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such a filing. ​ ​ ​

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On March 31, 2026, AEON Biopharma, Inc. (the “Company” or “AEON”) received an additional written notice of non-compliance (the “Notice”) from NYSE American LLC (“NYSE American”) indicating that the Company is not in compliance with the continued listing standards set forth in Section 1003(a)(ii) of the NYSE American Company Guide (the “Company Guide”). Section 1003(a)(ii) requires stockholders…

of this Report (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such a filing. ​ ​ ​

Chief Financial Officer — John Bencich: The Company appointed John Bencich as Chief Financial Officer to strengthen its executive leadership team.

Unregistered Sales of Equity Securities. As previously disclosed, on December 15, 2025, AEON Biopharma, Inc. (the “Company”) and AEON Biopharma Sub, Inc., a subsidiary of the Company, entered into an exchange agreement (the “Exchange Agreement”) with Daewoong Pharmaceutical Co., LTD. (“Daewoong”), relating to the exchange (the “Exchange”) of senior secured convertible notes in the principal amount of up to $15,000,000 (the “Old Notes”) which were convertible into shares of Class A common stoc…

Regulation FD Disclosure. On January 21, 2026, the Company issued a press release announcing (i) the approval of the proposals at the Special Meeting, (ii) the consummation of the Exchange, and (iii) the expected timing for the second closing the Private Placement (as defined below). A copy of the press release is furnished as Exhibit 99.1. The information furnished under this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange…

The filing describes the approval of a compensatory plan, not a management change.

Other Events. Amendment to License Agreement 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 amends the License and Supply 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 o…

Entry Into a Material Definitive Agreement . Exchange Agreement As previously disclosed, on March 19, 2024, AEON Biopharma Inc., a Delaware corporation (the “Company”) entered into a subscription agreement with Daewoong Pharmaceuticals, Co., LTD (“Daewoong”) relating to the Company’s sale and issuance of senior secured convertible notes in the principal amount of up to $15,000,000 (the “Convertible Notes”), which are convertible into shares of Class A common stock, par value $0.0001 per share…

Based in part upon the representations of Daewoong in the Exchange Agreement, the offering and sale of the securities described above are being offered and sold in a private placement under Section 4(a)(2) of the Securities Act, and have not been registered under the Securities Act, or applicable state securities laws. Accordingly, such securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registra…

of this Report (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such a filing. ​ ​ ​

Entry Into a Material Definitive Agreement . Securities Purchase Agreement On November 12, 2025, AEON Biopharma, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with certain investors (the “Investors”) whereby the Company will issue and sell to the Investors in a private placement (the “Private Placement”): (i) shares (the “Shares”) of its Class A common stock, par value $0.0001 per share (the “Common Stock”), (ii) pre-funded warrants (t…

Based in part upon the representations of the Investors in the Securities Purchase Agreement, the offering and sale of the securities described above are being offered and sold in a private placement under Section 4(a)(2) of the Securities Act, and have not been registered under the Securities Act, or applicable state securities laws. Accordingly, such securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption f…

of this Report (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such a filing. ​ ​ ​

of this Report (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such a filing. ​ ​ ​

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. ​ As previously disclosed in the Periodic Report on Form 8-K filed on February 7, 2025 by AEON Biopharma, Inc. (the “Company” or “AEON”), the Company received a written notice of non-compliance (the “Notice”) from the NYSE American LLC (the “NYSE American”) indicating that the Company was not in compliance with the NYSE American continued listing standards set forth in Sections 1003(a)(i), (ii…

President, Chief Executive Officer and Director — Robert Bancroft: AEON BioPharma appointed Robert Bancroft as President, CEO, and Director.

Interim President, Chief Executive Officer and principal executive officer — Jost Fischer: Mr. Fischer was promoted to Interim President, CEO and principal executive officer.

President and CEO — Marc Forth: Mr. Forth resigned to pursue another opportunity.

of this Report (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such a filing. ​ ​ ​

of Form 8-K, the information regarding the Reverse Stock Split (as defined below) contained in

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. ​ On February 3, 2025, AEON Biopharma, Inc. (the “Company” or “AEON”) received a written notice of non-compliance (the “Notice”) from the NYSE American LLC (the “NYSE American”) stating that the Company is not in compliance with continued listing standards of Section 1003(a)(i) of the NYSE American Company Guide (the “Company Guide”), which requires stockholders’ equity of $2.0 million or more…