Daewoong Co. (AEON) details 12.0M AEON shares and large warrant holdings

Rhea-AI Filing Summary

Daewoong Co., Ltd. filed a Form 3 showing its status as a more than 10% beneficial owner of AEON Biopharma, Inc. common stock through Daewoong Pharmaceutical Co., Ltd. It reports 58,023 AEON common shares held directly and 11,951,714 shares held indirectly via Daewoong Pharmaceutical.

The filing also lists derivative positions held indirectly, including a senior secured convertible note with $1,500,000 principal, Pre-Funded Warrants for up to 11,236,631 shares at an exercise price of $0.0001 per share, and a Common Stock Warrant for up to 8,000,000 shares at $1.0939 per share.

SEC Form 3

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^*

Daewoong Co., Ltd

(Last) (First) (Middle)

244, GALMACHI-RO, JUNGWON-GU

(Street)

SEONGNAM-SI, GYEONGGI-DO M5 13211

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/21/2026

3. Issuer Name and Ticker or Trading Symbol
AEON Biopharma, Inc. [ AEON ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
Common Stock, $0.0001 par value per share	58,023	D
Common Stock, $0.0001 par value per share	11,951,714(1)(2)(3)	I	Indirect Beneficial Ownership in the 11,951,714 owned by Daewoong Pharmaceutical Co., Ltd

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
Senior Secured Convertible Note	01/21/2026	04/12/2030	Common Stock	$1,500,000(2)(3)	(2)(3)	I	See footnote(1)
Pre-Funded Warrants	01/21/2026	(4)	Common Stock	11,236,631	$0.0001(2)(3)	I	See footnote(1)
Common Stock Warrant	01/21/2026	(5)	Common Stock	8,000,000	$1.0939(2)(3)	I	See footnote(1)

Explanation of Responses:

1. Daewoong Co., Ltd. ("DWC"), a company organized under the laws of the Republic of Korea, owns 52% of the outstanding shares of Daewoong Pharmaceutical Co., Ltd. ("DWP"), a company organized under the laws of the Republic of Korea; DWC has voting and dispositive power over the securities held by DWP and, therefore, may be deemed to beneficially own such securities indirectly.

2. As previously disclosed on January 21, 2026, upon completion by AEON Biopharma Inc. (the "Company") of a bona-fide third-party financing for aggregate gross cash proceeds to the Company of at least $30.0 million (a "Qualified Financing"), the convertible notes shall automatically convert into a number of shares of Common Stock or Pre-Funded Warrants equal to: (i) one and three tenths (1.3) multiplied by (ii) the quotient of (a) the principal amount of the convertible notes and all accrued and unpaid interest to be converted divided by (b) the per share price of the common stock sold in the Qualified Financing, and warrants to purchase up to 8,000,000 shares of Common Stock at an exercise price of $1.09392 per share (the "Common Stock Warrant"), resulting in DWP beneficially owning more than 10% of the Issuer's outstanding Common Stock.

3. (continued from footnote [2]). As a result, DWC beneficially owns an aggregate of (i) 12,009,737 shares of Common Stock (including shares previously held). In addition, DWP received (ii) the New Convertible Note in the principal amount of $1,500,000, (iii) the Pre-Funded Warrants to purchase up to 11,236,631 shares of Common Stock, and (iv) the Common Stock Warrant to purchase up to 8,000,000 shares of Common Stock. DWC may be deemed to beneficially own indirectly the securities described in clauses (ii) through (iv) held by DWP.

4. The Pre-Funded Warrant is exercisable on or after the Original Issue Date and does not expire until exercised in full.

5. The Common Stock Warrant is exercisable on or after the Initial Exercise Date and expires at 5:00 p.m. (New York City time) on the Termination Date, as defined in the form of warrant filed as Exhibit 4.2 to the Company's Form 8-K filed with the SEC on November 12, 2025.

	Daewoong Co., Ltd., By: /s/ Kyu Sung Lim, Authorized Signatory	01/23/2026
	** Signature of Reporting Person	Date
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FAQ

What does Daewoong Co., Ltd.'s Form 3 filing reveal about AEON (AEON) ownership?

The Form 3 shows Daewoong Co., Ltd. is a more than 10% beneficial owner of AEON through Daewoong Pharmaceutical. It reports 58,023 AEON common shares held directly and 11,951,714 shares held indirectly, establishing a significant equity stake in the company.

How many AEON (AEON) common shares does Daewoong Co., Ltd. report on Form 3?

Daewoong Co., Ltd. reports 58,023 AEON common shares held directly and 11,951,714 shares held indirectly via Daewoong Pharmaceutical. Footnotes state Daewoong Co., Ltd. may be deemed to beneficially own these securities because it owns 52% of Daewoong Pharmaceutical and has voting and dispositive power.

What derivative securities linked to AEON (AEON) does Daewoong Co., Ltd. report?

The filing lists a senior secured convertible note with $1,500,000 principal, Pre-Funded Warrants for up to 11,236,631 AEON shares at $0.0001 per share, and a Common Stock Warrant for up to 8,000,000 shares at $1.0939 per share, all held indirectly through Daewoong Pharmaceutical.

How does Daewoong Co., Ltd. indirectly own AEON (AEON) shares?

Daewoong Co., Ltd. owns 52% of Daewoong Pharmaceutical, which directly holds AEON securities. Because Daewoong Co., Ltd. has voting and dispositive power over Daewoong Pharmaceutical’s holdings, it may be deemed to beneficially own the AEON common stock and related derivative securities held by that subsidiary.

What is the exercise price of Daewoong’s AEON (AEON) Pre-Funded Warrants and Common Stock Warrant?

The Pre-Funded Warrants are exercisable for up to 11,236,631 AEON shares at an exercise price of $0.0001 per share. The separate Common Stock Warrant covers up to 8,000,000 shares at an exercise price of $1.0939 per share, according to the Form 3 disclosure.

Why is Daewoong Co., Ltd. classified as a 10% owner of AEON (AEON)?

Footnotes explain that, after prior transactions, Daewoong Co., Ltd. beneficially owns 12,009,737 AEON common shares (including shares previously held). This level of beneficial ownership exceeds 10% of AEON’s outstanding common stock, triggering 10% owner status under Section 16 rules.