aibioAEON Biopharma seeks approval for a reverse split of up to 1-for-100
Tickers AEON
AEON Biopharma asked stockholders to approve a reverse stock split of between 1-for-2 and 1-for-100, to be voted on December 15, 2026. The stock last sold at $0.24 on October 23, and NYSE American's cumulative ratio limit counts the company's 1-for-72 split of February 2025.
Key facts
- Company
- AEON Biopharma, Inc. (AMEX: AEON)
- News type
- Listings
- Primary source
- AEON Biopharma, Inc. DEF 14A (2026-10-26)
The proposal
AEON Biopharma, Inc. (NYSE American: AEON) filed a definitive proxy statement on October 26, 2026 for a special meeting of stockholders on Tuesday, December 15, 2026, at 1:00 p.m. Pacific Time, in Aliso Viejo, California. The main proposal would authorize the board to carry out one reverse stock split of the Class A common stock at a ratio from 1-for-2 through 1-for-100, chosen within 12 months of approval, or to abandon it. The last reported sale price on October 23, 2026 was $0.24 per share. The proxy lists 59,084,675 shares outstanding on the October 23 record date. Each proposal needs more votes for than against.
Three other proposals are on the ballot. Two would amend the equity incentive plan and the employee stock purchase plan only to count shares underlying outstanding pre-funded warrants in the fully diluted base used for annual share increases, which are capped at the lesser of 5% and 1% of that base for the two plans, beginning January 1, 2027. The fourth would allow adjournments. The board recommends a vote for each.
The cumulative limit
The split is subject to what the proxy calls the compliance condition. NYSE American applies a cumulative ratio limit that counts AEON's 1-for-72 reverse split, effective February 26, 2025, while it remains within a two-year lookback. The proxy says the threshold is a cumulative ratio of 200 shares or more to one. With the earlier split counted, the selected ratio would need to be less than approximately 1-for-2.78; a 1-for-2 split would give a cumulative 1-for-144, and a 1-for-100 split 1-for-216. Once the earlier split falls outside the lookback, a ratio of up to 1-for-100 would remain below the threshold. If no permissible ratio of at least 1-for-2 exists, no split may be implemented.
The board's case and the risks
The board says advance authority may give flexibility to address low-price listing concerns, and that a higher nominal price may broaden the range of investors willing to trade the stock, though "no such result is assured." The proxy states that a reverse split addresses nominal share counts and price, and that the company does not expect it to remedy an equity, market capitalization, financial condition or operational deficiency. It adds that a rule approved by the SEC means that, beginning July 1, 2027, a closing price below $0.25 on any trading day will result in immediate suspension and delisting proceedings. It also warns that a split could leave too few holders or publicly held shares and itself create a listing problem.
Dilution and capacity
Authorized common stock stays at 1,040,000,000 shares, and shares reserved for all instruments and plans total 196,390,418. In July 2026 AEON issued 17,851,599 shares and pre-funded warrants for 24,837,008 shares in a public offering, plus 4,696,102 shares under the over-allotment option. Warrants issued in a November 2025 private placement and a warrant issued to Daewoong in a 2026 exchange can reset their exercise price after a split to the five-day average price, which increases the number of shares issuable. Approximately $47.0 million remained available under an at-the-market facility with Leerink Partners LLC.
The business and the money
The 10-K for 2025, filed March 30, 2026, describes ABP-450 as a proposed biosimilar to Botox, with the goal of full-label U.S. entry through a 351(k) biologics license application. It estimates the therapeutic botulinum toxin market at $3.3 billion in 2025. ABP-450 is approved as a biosimilar in Mexico, India and the Philippines, and the company holds exclusive development rights in the United States, Canada, the European Union, the United Kingdom and other territories.
AEON reported a net loss of $39.2 million for 2025, against net income of $42.0 million for 2024. It used $17.3 million in operations in 2025, against $20.3 million in 2024, and research and development expense fell to $4.1 million from $14.2 million. Cash and cash equivalents were $3.0 million at the end of 2025 and $3.4 million at June 30, 2026, according to its 10-Qs.