| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Date of Event Requiring Statement
(Month/Day/Year) 08/19/2026 | 3. Issuer Name and Ticker or Trading Symbol
AEON Biopharma, Inc. [ AEON ] | |||||||||||||||
| 3a. Foreign Trading Symbol
| 5. If Amendment, Date of Original Filed
(Month/Day/Year) | ||||||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Class A Common Stock | 5,350,000 | D | |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Pre-Funded Warrants | (1) | (1) | Class A Common Stock | 1,000,000(2) | $0.0001 | D | |
| Warrants | 07/15/2026 | (3) | Class A Common Stock(4) | 3,000,000(2) | $0.3221 | D | |
| Warrants | 07/15/2026 | (5) | Class A Common Stock(6) | 3,000,000(2) | $0.3704 | D | |
| Explanation of Responses: |
| 1. The pre-funded warrants are exercisable at any time and have no expiration date. |
| 2. The reporting person (together with his affiliates) may not exercise any portion of these warrant to the extent that, after giving effect to such exercise, the reporting person would beneficially own more than 4.99% of the outstanding shares of Class A Common Stock immediately after exercise. The beneficial ownership limitation may be increased or decreased at the reporting person's election to a percentage not in excess of 19.99%, upon at least 61 days' prior written notice to us, subject to the terms of the warrants. |
| 3. These warrants will expire on the earlier of (i) the second anniversary of the date of issuance and (ii) the 45th day following the Issuer's public announcement that it has received Type 2B meeting minutes from the FDA regarding certain matters. |
| 4. At the option of the reporting person, each of these warrants may be exercised for either one share of Class A Common Stock or one pre-funded warrant to acquire Class A Common Stock. |
| 5. These warrants will expire on the earlier of (i) the fifth anniversary of the date of issuance and (ii) 45 days following the Issuer's public announcement that the Issuer has initiated a Phase 3 clinical equivalence trial of ABP-450 as a biosimilar to BOTOX. |
| 6. At the option of the reporting person, each of these warrants may be exercised for either one share of Class A Common Stock or one pre-funded warrant to acquire Class A Common Stock. |
| /s/ Timothy P. Lynch | 08/21/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
| * Form 3: SEC 1473 (03-26) | ||