Item 1 Comment:
This Amendment No. 1 (this "Amendment") amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on January 29, 2026 (the "Schedule 13D") by Daewoong Co., Ltd. ("DWC") and Daewoong Pharmaceutical Co., Ltd. ("DWP" and, together with DWC, the "Reporting Persons") with respect to the Class A common stock, par value $0.0001 per share (the "Common Stock"), of AEON Biopharma, Inc. (the "Issuer"). This Amendment is being filed to report (i) the exercise in full by DWP on October 30, 2026, on a cashless basis, of the Pre-Funded Warrants previously reported in the Schedule 13D, as a result of which 11,232,809 shares of Common Stock were issued to and are held directly by DWP and the Pre-Funded Warrants are no longer outstanding, and (ii) the changes in the percentage of the Common Stock beneficially owned by the Reporting Persons resulting from the increase in the number of shares of Common Stock outstanding following the Issuer's underwritten public offering completed on July 15, 2026 and subsequent issuances by the Issuer, and from the exercise described in clause (i). Capitalized terms used but not defined in this Amendment have the meanings given to them in the Schedule 13D. Except as specifically amended and supplemented by this Amendment, the Schedule 13D remains unchanged. Item 1 of the Schedule 13D is hereby amended and restated as follows: This statement relates to the Class A common stock, par value $0.0001 per share (the "Common Stock"), of AEON Biopharma, Inc., a Delaware corporation (the "Issuer"). The principal executive offices of the Issuer are located at 130 Vantis Dr., Suite 170, Aliso Viejo, California 92656. |
| | Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following: On October 30, 2026, 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 Common Stock at an exercise price of $0.0001 per share. In accordance with the net exercise formula set forth in the Pre-Funded Warrant, 3,822 shares of Common Stock were withheld by the Issuer in satisfaction of the aggregate exercise price, based on the closing sale price of $0.294 per share on October 29, 2026, the trading day immediately preceding the exercise date, and 11,232,809 shares of Common Stock were issued to DWP. No funds were used by the Reporting Persons in connection with the exercise. |
| (a) | Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
As of the date of this Amendment, DWC may be deemed to beneficially own an aggregate of 23,242,546 shares of Common Stock, consisting of (i) 58,023 shares of Common Stock held directly by DWC and (ii) 23,184,523 shares of Common Stock held directly by DWP, representing approximately 30.6% of the outstanding Common Stock. DWP beneficially owns 23,184,523 shares of Common Stock held directly by DWP, representing approximately 30.5% of the outstanding Common Stock. The foregoing percentages are based on 76,009,476 shares of Common Stock outstanding as of November 9, 2026, as confirmed to the Reporting Persons by the Issuer.
In addition to the shares of Common Stock described above, DWP holds (x) the Common Stock Warrant to purchase up to 8,000,000 shares of Common Stock at an exercise price of $1.09392 per share, which 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 outstanding Common Stock, and (y) the Senior Secured Convertible Note, which is convertible only upon the completion by the Issuer of a Qualified Financing and is therefore not convertible within 60 days. The shares of Common Stock issuable upon exercise of the Common Stock Warrant and upon conversion of the Senior Secured Convertible Note are not included in the amounts and percentages set forth above.
On October 30, 2026, DWP exercised the Pre-Funded Warrants in full on a cashless basis as described in Item 3, and the 11,232,809 shares of Common Stock issued upon such exercise are held directly by DWP. As a result of the exercise, the number of shares of Common Stock held by the Reporting Persons increased from 12,009,737 shares to 23,242,546 shares, and the Pre-Funded Warrants are no longer outstanding.
The Schedule 13D reported that the Reporting Persons beneficially owned 12,009,737 shares of Common Stock, representing approximately 49.99% of the Common Stock then outstanding. On July 15, 2026, the Issuer completed an underwritten public offering of 17,851,599 shares of Common Stock and pre-funded warrants to purchase 24,837,008 shares of Common Stock, together with accompanying two-year and five-year milestone warrants (the "July 2026 Offering"). The Reporting Persons did not participate in the July 2026 Offering. As a result of the July 2026 Offering and subsequent exercises of pre-funded warrants issued in the July 2026 Offering by holders other than the Reporting Persons, the number of shares of Common Stock outstanding increased from 26,307,211 shares as of July 10, 2026 (as reported in the Issuer's prospectus dated July 13, 2026) to 49,882,790 shares as of August 6, 2026 (as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 2026) and 59,084,675 shares as of October 23, 2026 (as reported in the Issuer's definitive proxy statement filed with the SEC on October 26, 2026), and the percentage of the Common Stock represented by the 12,009,737 shares then held by the Reporting Persons decreased to approximately 24.1% as of August 6, 2026 and approximately 20.3% as of October 23, 2026. As a result of the exercise described above, the percentage of the Common Stock beneficially owned by DWC increased to approximately 32.5% as of October 30, 2026, based on 71,517,020 shares of Common Stock outstanding as of that date as reported in the Issuer's Current Report on Form 8-K filed with the SEC on November 3, 2026. Subsequent to October 30, 2026, the number of shares of Common Stock outstanding further increased to 76,009,476 shares as of November 9, 2026, as confirmed to the Reporting Persons by the Issuer, reflecting exercises by holders other than the Reporting Persons of pre-funded warrants and two-year milestone warrants issued in the July 2026 Offering, and the percentage of the Common Stock beneficially owned by DWC and DWP accordingly decreased to approximately 30.6% and 30.5%, respectively, as of the date of this Amendment. |
| (b) | DWC has the sole power to vote or direct the vote of, and the sole power to dispose or direct the disposition of, 58,023 shares of Common Stock, and may be deemed to share with DWP the power to vote or direct the vote of, and the power to dispose or direct the disposition of, 23,184,523 shares of Common Stock. DWP has the sole power to vote or direct the vote of, and the sole power to dispose or direct the disposition of, 23,184,523 shares of Common Stock. See also Items 7 through 10 of the cover pages to this Amendment. |
