Failure to Satisfy Listing Rule (Form 8-K)

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

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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) and (iii) of the NYSE American Company Guide (the "Company Guide"). The Company was required to submit a plan by March 5, 2025, advising of actions taken or will be taken to regain compliance with the continued listings standards of the Company Guide by August 3, 2026 (the "Plan"). The Company submitted the Plan as required in the Notice.

On April 22, 2025, the Company received a notification (the "Acceptance Letter") from the NYSE American that the Plan was accepted. In the Acceptance Letter, the NYSE American granted the Company until August 3, 2026 (the "Plan Period") to regain compliance with the continued listing standards.

During the Plan Period, the Company will be subject to periodic review by the NYSE American on its progress with the goals and initiatives outlined in the Plan. The Company intends to take all reasonable measures available to regain compliance with Sections 1003(a)(i), (ii) and (iii) of the Company Guide during the Plan Period. If the Company does not regain compliance with the NYSE American listing standards by August 3, 2026, or if the Company does not make sufficient progress consistent with the Plan during the Plan Period, then NYSE American may initiate delisting proceedings.

The Acceptance Letter has no immediate impact on the listing of the Company's shares of Class A common stock, par value $0.0001 per share (the "Common Stock"), which will continue to be listed and traded on the NYSE American during the Plan Period, subject to the Company's compliance with the other listing requirements of the NYSE American. The Common Stock will continue to trade under the symbol "AEON". The Acceptance Letter does not affect the Company's ongoing business operations or its reporting requirements with the Securities and Exchange Commission.

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