🧾 What This Document Is

This is a press release filed with the SEC as an exhibit to a Form 8-K. Its purpose is to officially inform investors that AEON Biopharma has received a second notice from the NYSE American exchange about falling short of its financial listing standards. It clarifies that while the situation has progressed, there is no immediate threat to the company's stock listing.

🏢 What The Company Does

👉 In simple terms, AEON Biopharma is developing a biosimilar version of the blockbuster drug BOTOX® for therapeutic (medical) uses. They aim to enter a U.S. market worth over $3 billion annually. Their product, ABP-450, is the same active ingredient as the cosmetic product Jeuveau®, and they have exclusive rights for therapeutic use in major markets.

⚖️ The Compliance Problem

The NYSE American has specific rules about how much shareholder equity a company must have to remain listed. AEON is now failing a stricter rule because it has reported losses in three of the last four years.

• The Rule: Requires stockholders' equity of at least $4.0 million in this scenario.
• AEON's Reality: Reported a stockholders' deficit of approximately $55 million as of December 31, 2025.
• Why It Matters: This is a formal signal from the exchange that AEON's financial cushion is significantly below required levels. The ".BC" ticker suffix shows the market the stock is "below compliance."

📅 The Timeline & Plan

This new notice does not change the existing timeline or plan.

• Original Problem: AEON first got a notice in February 2025 for failing an easier equity test.
• The Plan: NYSE American accepted AEON's recovery plan in April 2025.
• The Deadline: AEON has until August 3, 2026 to get back in full compliance.
• What's Next: The company continues executing its approved plan. If they miss the deadline, the exchange could start delisting proceedings, though AEON has the right to appeal.

💰 Financial Highlights & Context

The core issue stems from the company's financial position and operating history.

• Key Metric: $55 million stockholders' deficit (meaning liabilities exceed assets).
• Operating History: Losses in three of the last four fiscal years.
• Why This Matters: This combination triggers the stricter listing rule and shows the company is in a cash-consuming, pre-commercial phase typical for a biopharma firm funding drug development.

🚀 Key Moves & Strategic Focus

The primary "move" highlighted here is the company's steadfast focus on its regulatory plan.

• The Action: Continuing to execute the NYSE-approved plan to regain compliance.
• The Strategy: The path to compliance likely involves improving the balance sheet, which could require securing new financing, partnerships, or achieving key clinical/commercial milestones for their lead drug candidate to increase company value.
• Why It Matters: Management is signaling it has a roadmap and is focused on the August 2026 deadline to resolve this overhang.

🔮 What's Next

• Immediate Future: Continue business operations and SEC reporting as normal. Work on the compliance plan.
• August 3, 2026: This is the critical deadline to meet NYSE American's equity requirements.
• Parallel Path: Advance ABP-450 towards U.S. regulatory approval and market entry, as commercial success is the ultimate driver of value and balance sheet health.

⚖️ Big Picture: Strengths (👍) & Risks (⚠️)

• 👍 Strength: The notice is procedural and expected. The company has a clear, exchange-approved plan and a defined deadline. The underlying therapeutic neurotoxin market opportunity is large.
• ⚠️ Risks: The $55 million deficit is substantial. If the company cannot execute its plan and regain compliance by August 2026, it faces potential delisting, which can hurt liquidity and investor confidence. Continued losses and cash burn are inherent risks in drug development.

🧠 The Analogy

Think of AEON as a student who failed a basic test (the first notice) and was put on academic probation with a tutor-approved plan to improve. They just got their next report card, showing they're still failing an even harder subject (the second notice), but the school is saying, "Stick with the plan we agreed to. You still have until the end of the semester (August 2026) to get your grades up, or you'll be expelled."

📇 Key Contacts & People

Investor Contact: Laurence Watts, New Street Investor Relations, +1 619 916 7620, [email protected]

🧩 Final Takeaway

AEON Biopharma has received a second, expected warning from its stock exchange due to significant financial losses and a negative balance sheet. The clock is ticking on its compliance plan, with a critical deadline of August 3, 2026, to avoid potential delisting. The company's future hinges on executing its plan and advancing its lead drug.