AEON Biopharma, Inc. filed a definitive proxy statement on October 26, 2026, calling a Special Meeting of Stockholders for December 15, 2026, to vote on a potential reverse stock split, two equity plan amendments, and an adjournment proposal.

Key Highlights

  • Special Meeting date: Tuesday, December 15, 2026, at 1:00 p.m. Pacific Time, at 130 Vantis Dr., Suite 170, Aliso Viejo, CA 92656.
  • Record date: Close of business on October 23, 2026; 59,084,675 shares of Common Stock are eligible to vote, one vote per share.
  • Reverse stock split range: The Board seeks authority to execute one reverse split of Class A common stock at a ratio from 1-for-2 through 1-for-100, subject to the Compliance Condition and a 12-month expiration.
  • Prior split on record: The company completed a 1-for-72 reverse stock split effective February 26, 2025, which remains within the Exchange's two-year lookback period and limits permissible ratios under NYSE American rules.
  • Equity plan amendment: Proposal 2 would amend the 2023 Incentive Award Plan solely to include shares underlying outstanding pre-funded warrants in the fully-diluted share count for annual evergreen increases beginning January 1, 2027, capped at 5% of prior year-end fully-diluted shares.
  • ESPP amendment: Proposal 3 makes the same pre-funded warrant inclusion change to the 2023 Employee Stock Purchase Plan, with annual evergreen increases capped at 1% of prior year-end fully-diluted shares, also beginning January 1, 2027.
  • Board recommendation: The Board recommends a vote "FOR" each of the four proposals; no proposal is conditioned on any other.

AEON Biopharma's December 2026 Special Meeting: Four Proposals Explained

According to the filing, AEON Biopharma, Inc. (NYSE American:AEON) issued a definitive proxy statement on or about October 26, 2026, inviting holders of record as of October 23, 2026, to vote on four proposals at a Special Meeting scheduled for December 15, 2026. The company disclosed that 59,084,675 shares of Common Stock, each carrying one vote, are entitled to participate.

The central proposal authorizes the Board to effect one reverse stock split of the company's Class A common stock, par value $0.0001 per share, at a ratio from 1-for-2 through 1-for-100, at any time within 12 months following stockholder approval. The filing describes a "Compliance Condition" requiring that any split must comply with applicable laws and NYSE American LLC rules before it can be implemented. The proxy statement notes that the company's prior 1-for-72 reverse stock split, which became effective February 26, 2025, remains within the Exchange's applicable lookback period, thereby limiting the permissible ratio. The Board retains discretion to abandon the split entirely.

Proposals 2 and 3 address the company's equity incentive plans. The filing states that neither proposal immediately adds a fixed number of shares. Instead, each changes the denominator used for existing annual evergreen share increases by adding shares underlying outstanding pre-funded warrants to the fully-diluted share count. The filing clarifies that "pre-funded warrants are not outstanding Common Stock and do not carry voting rights merely because their underlying shares are counted for these Plan and ESPP purposes." Proposal 4 is a procedural adjournment measure to allow additional proxy solicitation if any substantive proposal falls short of required votes. The proxy statement contains forward-looking statements that the company states are subject to "substantial risks and uncertainties."

What Was Disclosed

AEON Biopharma filed a definitive proxy statement seeking stockholder votes on a potential 1-for-2 to 1-for-100 reverse stock split, two equity plan amendments expanding the evergreen calculation to include pre-funded warrants, and a procedural adjournment measure, all to be considered at a December 15, 2026 Special Meeting.