Aeon Biopharma SEC Filings

AEON Biopharma’s major partner Daewoong has updated its stake and financing arrangements. The filing shows Daewoong Co., Ltd. now beneficially owns 91,357 AEON common shares, or 0.9% of the company, based on 10,532,802 shares outstanding as of March 21, 2025. Daewoong Pharmaceutical Co., Ltd. directly holds 33,334 shares, or 0.3%.

The ownership percentage fell below 1% due to dilution from AEON’s January 7, 2025 public offering and a 1‑for‑72 reverse stock split on February 24, 2025; Daewoong reports no share transactions since July 2023. The filing also details senior secured convertible notes of $5.0 million and $10.0 million held by Daewoong Pharmaceutical and an Exchange Agreement. Subject to AEON stockholder approval, those notes would be exchanged for an estimated 23.1 million common shares or pre‑funded warrants, a new $1.5 million convertible note, and warrants for up to 8,000,000 shares at an exercise price of $1.09392 per share. The new note would automatically convert into equity or pre‑funded warrants after a qualified third‑party financing of at least $30.0 million.

AEON Biopharma completed an exchange of its senior secured convertible notes held by Daewoong for a mix of equity and new securities. In full satisfaction of the old notes, AEON issued 11,918,380 shares of common stock, 11,236,631 pre-funded warrants, a new senior secured convertible note with a principal amount of $1,500,000, and warrants to buy up to 8,000,000 shares at $1.09392 per share. After this exchange, 24,024,282 common shares were outstanding as of January 21, 2026.

Stockholders approved a PIPE financing proposal authorizing 4,616,924 shares (or pre-funded warrants), 6,581,829 warrants and shares issuable under True-Up Warrants, as well as an amended 2023 incentive plan and the Daewoong note exchange. AEON and Daewoong also amended their license so that a termination purchase right will expire once Daewoong sells 50% of its AEON common stock. A second closing of the previously agreed private placement is expected in the week of January 26, 2026, adding more shares and warrants under the approved PIPE structure.

AEON Biopharma, Inc. released an updated corporate investor presentation and posted it in the investor relations section of its website. The presentation, dated January 2026, is also furnished as Exhibit 99.1 and may be used by company management in future meetings about the business.

The company highlights that the presentation contains forward-looking statements and directs readers to a specific “Forward-Looking Statements” slide for important cautionary information. This disclosure is furnished under Regulation FD and is explicitly not treated as filed for liability purposes or automatically incorporated into other securities law documents unless specifically referenced.

AEON Biopharma has called a Special Meeting on January 21, 2026 to seek stockholder approval for a financing and note exchange intended to fund development and potential commercialization of ABP‑450 as a biosimilar to Botox.

Stockholders are being asked to approve a PIPE financing covering 4,616,924 shares of common stock (or pre-funded warrants) plus warrants for 6,581,829 shares and additional True-Up Warrants, which together, if exercised, are expected to raise about $11.4 million. A separate proposal would approve exchanging Daewoong’s senior secured convertible notes for a new $1.5M senior secured convertible note, a warrant for 8,000,000 shares at $1.09392 per share, and an estimated 23.1 million shares or pre-funded warrants.

The proxy also seeks to increase shares under the 2023 Incentive Award Plan by 17,288,059 shares and maintain an annual share “evergreen” of up to 5% of fully diluted shares. If both the PIPE and Exchange are completed and related warrants and pre-funded instruments are exercised as illustrated, total common shares outstanding would rise to 46,459,667, with Daewoong and PIPE investors becoming the largest holders.

AEON Biopharma, Inc. is asking stockholders at a special meeting to approve a PIPE financing, an exchange of senior secured convertible notes held by Daewoong, a major increase to its equity incentive plan, and a possible adjournment of the meeting if votes are insufficient.

The PIPE second closing would sell 4,616,924 shares of common stock (or pre-funded warrants) for about $4.2 million and issue 6,581,829 five-year warrants at $1.09392 per share, plus additional True-Up Warrants, which together are expected to raise about $11.4 million including warrant exercises.

The Daewoong exchange would convert existing notes into an estimated 23.1 million shares (or pre-funded warrants), a new $1.5 million convertible note bearing 15.79% annual interest, and a warrant for 8,000,000 shares at $1.09392, making Daewoong and the PIPE investors the largest holders of AEON’s stock.

AEON is also seeking to add 17,288,059 shares to its Amended and Restated 2023 Incentive Award Plan and increase its annual “evergreen” share refresh to up to 5% of fully diluted shares, with a significant portion intended to settle existing cash-settled RSUs in stock. The company states these steps are important to fund development and potential commercialization of ABP-450 as a biosimilar to Botox and to retain key talent.

AEON Biopharma entered into an Exchange Agreement with Daewoong to swap Daewoong’s existing senior secured convertible notes into equity and a new $1.5 million senior secured convertible note, plus warrants. The company estimates the exchange will result in approximately 23.1 million newly issued shares of common stock or pre-funded warrants, based on principal and accrued interest, with Daewoong’s ownership capped at 49.99%.

Daewoong will also receive warrants to purchase up to 8,000,000 shares of common stock at an exercise price of $1.09392 per share, exercisable in cash for five years after issuance. The New Convertible Note bears interest at 15.79% annually, matures on April 12, 2030, cannot be prepaid, and is secured by a first‑priority lien on substantially all assets of AEON Biopharma and its subsidiary.

The note can automatically convert at a 1.3x factor into equity upon a qualified equity financing of at least $30.0 million, and Daewoong has an additional conversion option tied to a Biologics License Application submission for ABP‑450 or a Change of Control. The exchange requires stockholder approval under NYSE American rules, and AEON plans to nominate a Daewoong designee, currently director Seongsoo Park, for a Class III board seat at the 2026 annual meeting.

AEON Biopharma, Inc. furnished a new investor Corporate Presentation under Regulation FD. The presentation, dated December 2025, has been made available in the investor relations section of AEON’s website and is also filed as Exhibit 99.1 to this report. Management may use the same materials in future meetings to explain the company’s business and outlook.

The company notes that the Corporate Presentation contains forward-looking statements and directs readers to the slide titled “Forward-Looking Statements” for important cautionary information. The materials provided in this report, including Exhibit 99.1, are being furnished rather than filed, meaning they are not automatically subject to certain liability provisions or incorporated into other securities law filings unless specifically referenced.

AEON Biopharma filed its Q3 2025 10‑Q, reporting continued operating losses and tight liquidity. The company posted a net loss of $4.5 million for the three months ended September 30, 2025, compared with a net loss of $6.2 million a year ago. Operating expenses declined as selling, general and administrative fell to $1.9 million and research and development to $0.6 million.

Cash and cash equivalents were $5.9 million at September 30, 2025, up from $13 thousand at December 31, 2024, aided by a January 2025 public offering that generated net proceeds of $18.3 million and modest ATM issuances. The company disclosed “substantial doubt” about its ability to continue as a going concern.

AEON executed a 1‑for‑72 reverse stock split on February 24, 2025 and had 11,643,786 shares outstanding at September 30, 2025. In the offering, Series A and Series B warrants were issued with the exercise price reset to $8.06; 3,438,095 Series B warrants were cashlessly exercised, issuing 10,314,285 shares. Convertible notes with Daewoong totaled $15.0 million principal (fair value $17.1 million as of September 30, 2025, interest 15.79%). AEON is pursuing a Botox biosimilar pathway and held a BPD Type 2a FDA meeting on November 19, 2025.

AEON Biopharma furnished an update on its business by announcing financial results for the third quarter ended September 30, 2025. The company issued a press release with details, which is included as Exhibit 99.1 to this report.

The information in this update (including Exhibit 99.1) is furnished, not filed, under the Exchange Act. AEON’s Class A common stock trades on the NYSE American under the symbol AEON.