AEON Biopharma issues 11.2M shares in warrant exercise
The cashless exercise resulted in 11,232,809 Class A common shares issued after 3,822 shares were withheld for the exercise price.
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Form Type
4
Rhea-AI Filing Summary
AEON Biopharma’s 10% owner, Daewoong Co., Ltd., reported that Daewoong Pharmaceutical Co., Ltd. exercised in full, on a cashless basis, pre-funded warrants to purchase 11,236,631 Class A common shares on October 30, 2026, at $0.0001 per share. AEON withheld 3,822 shares for the exercise price and issued 11,232,809 shares to Daewoong Pharmaceutical; no cash was paid by the holder. No pre-funded warrants remained after the exercise.
Daewoong Pharmaceutical also held a common stock warrant for 8,000,000 underlying shares, with a $1.09392 exercise price and a 49.99% beneficial-ownership limit. Its $1.5 million senior secured convertible note automatically converts upon completion of a bona fide third-party financing with at least $30.0 million in aggregate gross cash proceeds; the conversion formula uses the financing price and accrued, unpaid interest.
Insider Trade Summary
11,236,631 shares exercised/converted
Exercise
3 txns
Insider
Daewoong Co., Ltd
Role
10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| In-the-Money Exercise | Pre-Funded Warrant (right to buy) F2, F4, F1 | 11,236,631 | $0.00 | $0.00 |
| In-the-Money Exercise | Class A Common Stock, $0.0001 par value per share F2, F1 | 11,236,631 | $0.0001 | $1K |
| Other | Class A Common Stock, $0.0001 par value per share F3, F1 | 3,822 | $0.294 | $1K |
| Holding | Common Stock Warrant (right to buy) F5, F1 | -- | -- | -- |
| Holding | Senior Secured Convertible Note F6, F1 | -- | -- | -- |
| Holding | Class A Common Stock, $0.0001 par value per share | -- | -- | -- |
Holdings After Transaction:
Pre-Funded Warrant (right to buy) — 0 warrants (Indirect, By Daewoong Pharmaceutical Co., Ltd.);
Class A Common Stock, $0.0001 par value per share — 23,184,523 shares (Indirect, By Daewoong Pharmaceutical Co., Ltd.);
Common Stock Warrant (right to buy) — 8,000,000 warrants (Indirect, By Daewoong Pharmaceutical Co., Ltd.);
Class A Common Stock, $0.0001 par value per share — 58,023 shares (Direct)
Holdings Before and After:
Pre-Funded Warrant (right to buy), 11,236,631 to 0 warrants (Indirect, By Daewoong Pharmaceutical Co., Ltd.);
Class A Common Stock, $0.0001 par value per share, 11,951,714 to 23,184,523 shares (Indirect, By Daewoong Pharmaceutical Co., Ltd.)
Footnotes (6)
- F1. Daewoong Co., Ltd. ("DWC") owns approximately 52% of the outstanding shares of Daewoong Pharmaceutical Co., Ltd. ("DWP"), a company organized under the laws of the Republic of Korea, and may be deemed to have voting and dispositive power over, and to beneficially own, the securities of the Issuer held directly by DWP. The securities reported herein are held directly by DWP and are reported by DWC as indirectly beneficially owned, consistent with the Form 3 filed by DWC with respect to the Issuer on January 29, 2026. DWC disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein, and the filing of this statement shall not be deemed an admission that DWC is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
- F2. On October 30, 2026 (the "Exercise Date"), DWP exercised in full, on a cashless basis pursuant to Section 10 of the Pre-Funded Warrant, Pre-Funded Warrants to purchase 11,236,631 shares of Class A Common Stock at an exercise price of $0.0001 per share. No cash was paid by DWP in connection with the exercise.
- F3. Represents 3,822 shares of Class A Common Stock withheld by the Issuer in satisfaction of the aggregate exercise price of the Pre-Funded Warrants in accordance with the net exercise formula set forth in the Pre-Funded Warrant, based on the closing sale price of $0.294 per share on October 29, 2026, the trading day immediately preceding the Exercise Date. As a result of the cashless exercise, 11,232,809 shares of Class A Common Stock were issued to DWP.
- F4. The Pre-Funded Warrants were exercisable at any time on or after January 21, 2026 and did not expire until exercised in full. Following the exercise described in footnotes (2) and (3), no Pre-Funded Warrants remain outstanding.
- F5. The Common Stock Warrant has an exercise price of $1.09392 per share and 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 such terms are defined in the form of warrant filed as Exhibit 4.2 to the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 12, 2025. The Common Stock Warrant may not be exercised to the extent that, after giving effect to such exercise, the holder together with its affiliates would beneficially own in excess of 49.99% of the Issuer's outstanding Class A Common Stock.
- F6. The Senior Secured Convertible Note in the principal amount of $1,500,000 automatically converts, upon the completion by the Issuer of a bona fide third-party financing with aggregate gross cash proceeds of at least $30.0 million (a "Qualified Financing"), into a number of shares of Class A Common Stock (or pre-funded warrants in lieu thereof) equal to 1.3 multiplied by the quotient of (a) the principal amount and accrued but unpaid interest being converted divided by (b) the per share price in the Qualified Financing. The number of shares issuable upon conversion is therefore not determinable at this time.
Key Figures
Pre-funded warrant shares exercised: 11,236,631 shares
Pre-funded warrant exercise price: $0.0001 per share
Shares withheld for exercise price: 3,822 shares
+5 more
8 metrics
Pre-funded warrant shares exercised
11,236,631 shares
October 30, 2026
Pre-funded warrant exercise price
$0.0001 per share
Exercise on October 30, 2026
Shares withheld for exercise price
3,822 shares
Cashless exercise on October 30, 2026
Class A common shares issued
11,232,809 shares
Cashless exercise on October 30, 2026
Common stock warrant underlying shares
8,000,000 shares
Reported remaining warrant position
Common stock warrant exercise price
$1.09392 per share
Reported remaining warrant position
Senior secured convertible note principal
$1.5 million
Note reported as held
Qualified Financing gross cash proceeds threshold
At least $30.0 million
Threshold for automatic note conversion
Key Terms
cashless basis, Pre-Funded Warrants, net exercise formula, Qualified Financing
4 terms
cashless basis financial
"exercised in full, on a cashless basis"
An agreement executed on a cashless basis lets a holder convert or exercise a security (like options, warrants, or conversion rights) without paying money upfront; instead the holder receives a smaller number of shares equal in value to what the cash would have purchased. Think of trading a coupon for fewer slices of a cake rather than handing over cash for the full slice. For investors, it affects how much ownership and dilution occur and avoids immediate cash outlays.
Pre-Funded Warrants financial
"Pre-Funded Warrants to purchase 11,236,631 shares"
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
net exercise formula financial
"net exercise formula set forth in the Pre-Funded Warrant"
Qualified Financing financial
"a bona fide third-party financing with aggregate gross cash proceeds of at least $30.0 million"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What other AEON securities did Daewoong Pharmaceutical hold?
It reported a common stock warrant for 8,000,000 underlying shares at a $1.09392 exercise price, subject to a 49.99% beneficial-ownership limit. It also held a $1.5 million senior secured convertible note that automatically converts upon completion of a bona fide third-party financing with at least $30.0 million in aggregate gross cash proceeds.
AI-generated analysis. How Rhea-AI works. Not financial advice.
