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AEON Biopharma, Inc. has filed a shelf registration statement covering the resale of up to 51,292,953 shares of its Class A common stock. These shares include stock already issued and stock issuable upon exercise of various pre-funded, PIPE, true-up, Daewoong and settlement warrants held by existing investors.
The company will not receive any proceeds from the resale of these shares by the registered holders, though it will receive cash if the warrants are exercised. AEON develops ABP-450, a botulinum toxin product intended as a BOTOX biosimilar for therapeutic uses, under an exclusive development and distribution arrangement with Daewoong in key global territories.
The prospectus notes that AEON’s independent auditor included an explanatory paragraph in the latest annual financial statements indicating that recurring operating losses, net capital deficiency and negative operating cash flows raise substantial doubt about the company’s ability to continue as a going concern.
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.
Daewoong Co., Ltd. and Daewoong Pharmaceutical Co., Ltd. report near‑control ownership of AEON Biopharma, Inc. through a note‑for‑equity exchange. Daewoong Pharmaceutical exchanged previously issued $5.0 million and $10.0 million senior secured convertible notes for 11,918,380 newly issued AEON common shares and a new $1,500,000 senior secured convertible note.
As part of the exchange, Daewoong Pharmaceutical also received warrants to purchase up to 8,000,000 AEON common shares at an exercise price of $1.09392 per share. Based on 24,024,282 AEON common shares outstanding as of January 21, 2026, the reporting persons disclose beneficial ownership of approximately 50% of the company’s common stock, with stated beneficial ownership percentages of 49.99% and 49.75% on the cover pages.
The filing explains that Daewoong Pharmaceutical manufactures AEON’s sole product candidate, ABP‑450, under an exclusive license and supply relationship, and that the purpose of the transaction is to strengthen this strategic partnership. The reporting persons state they currently have no intent to sell or dispose of the reported AEON shares in the foreseeable future, while reserving the flexibility to buy or sell securities over time subject to market conditions and legal requirements.
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.