Daewoong (AEON) trims AEON Biopharma stake but lines up major note-for-equity deal

Rhea-AI Filing Summary

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.

Insights

Equity ownership & capital structure analyst

Daewoong’s current AEON stake is small, but note and warrant structures could materially expand future ownership if approved and funded.

The filing shows Daewoong Co., Ltd. currently beneficially owns 91,357 AEON shares, or 0.9% of outstanding common stock, while Daewoong Pharmaceutical directly owns 33,334 shares, or 0.3%. This drop below 1% results from AEON’s January 2025 equity offering and a 1‑for‑72 reverse stock split on February 24, 2025, rather than active selling by Daewoong.

More structurally important are Daewoong Pharmaceutical’s senior secured convertible notes: one for $5.0 million and another for $10.0 million, both convertible into AEON common shares subject to stated conditions. An Exchange Agreement dated December 15, 2025 would swap these notes for an estimated 23.1 million “Exchange Shares” and/or pre‑funded warrants, a new $1.5 million convertible note, and warrants for up to 8,000,000 shares at $1.09392 per share.

The deal contains important gating conditions. Completion of the Exchange requires AEON stockholder approval, with a vote expected at a meeting on January 21, 2026. The new $1.5 million note converts only after a qualified third‑party financing raising at least $30.0 million. Actual dilution and Daewoong’s eventual ownership therefore depend on both stockholder approval and future financing outcomes, which are not resolved in this disclosure.

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Accepted by SEC EDGAR 01/29/2026 - 09:03 PM Learn about SEC filing dates

FAQ

What does AEON (AEON) disclose about Daewoong’s current share ownership?

Daewoong Co., Ltd. reports beneficial ownership of 91,357 AEON common shares, equal to 0.9% of outstanding stock as of March 21, 2025. Daewoong Pharmaceutical Co., Ltd. directly owns 33,334 shares, representing 0.3% of the company’s common stock on the same share‑count basis.

Why did Daewoong’s percentage ownership in AEON (AEON) fall below 1%?

Daewoong’s percentage ownership fell below 1% because AEON completed a public offering of common stock on January 7, 2025 and implemented a 1‑for‑72 reverse stock split on February 24, 2025. These corporate actions increased and restructured AEON’s share count, diluting Daewoong’s relative stake.

What convertible notes does Daewoong Pharmaceutical hold in AEON (AEON)?

Daewoong Pharmaceutical holds two senior secured convertible notes from AEON: one with a principal amount of $5.0 million and a subsequent note for $10.0 million. Both instruments are convertible into AEON common stock, subject to conditions and limitations described in related agreements and prior AEON disclosures.

What are the key terms of the planned Exchange Agreement between AEON (AEON) and Daewoong?

Under a December 15, 2025 Exchange Agreement, AEON would exchange Daewoong’s existing convertible notes for about 23.1 million common shares or pre‑funded warrants, a new $1.5 million senior secured convertible note, and warrants for up to 8,000,000 shares at an exercise price of $1.09392 per share.

What approvals and conditions affect Daewoong’s potential future equity in AEON (AEON)?

Completion of the Exchange requires approval by AEON stockholders, with a vote expected at a meeting on January 21, 2026. The new $1.5 million convertible note will automatically convert only after a Qualified Financing in which AEON raises at least $30.0 million in third‑party cash proceeds.

Did Daewoong trade AEON (AEON) shares during the recent period covered?

Daewoong states that it did not engage in any transactions involving AEON securities from the initial Schedule 13D filing on July 28, 2023 through March 24, 2025. The reported changes in percentage ownership stem from AEON’s offering and reverse stock split, not Daewoong’s trading.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

AEON Biopharma, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

00775E102

(CUSIP Number)

Daewoong Co., Ltd.
244, Galmachi-ro, Jungwon-gu,,
Seongnam-si, Gyeonggi-do, M5, 13211
82-02-550-8800

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

03/24/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 00775E102

1

Name of reporting person

Daewoong Co.,Ltd. ("DWC")

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

KOREA, REPUBLIC OF

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 58,023.00
8	Shared Voting Power 91,357.00
9	Sole Dispositive Power 58,023.00
10	Shared Dispositive Power 91,357.00

11

Aggregate amount beneficially owned by each reporting person

91,357.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.9 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

DWC owns 52% of DWP outstanding shares, and therefore has beneficial ownership, voting power and dispositive power over the 33,334 shares of Common Stock owned by DWP. Calculated based on 10,532,802 shares of the Issuer's common stock outstanding as of March 21, 2025, as reported in the Issuer's annual report on Form 10-K as filed with the SEC on March 24, 2025.

SCHEDULE 13D

CUSIP No. 00775E102

1

Name of reporting person

Daewoong Pharmaceutical Co. Ltd ("DWP")

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

KOREA, REPUBLIC OF

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 33,334.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 33,334.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

33,334.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.3 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.0001 par value per share
(b)	Name of Issuer: AEON Biopharma, Inc.
(c)	Address of Issuer's Principal Executive Offices: 5 Park Plaza, Suite 1750, Irvine, CALIFORNIA , 92614.
Item 1 Comment: This Amendment No. 1 (this "Amendment") is being filed as an amendment to the initial Statement on Schedule 13D of the Reporting Persons as filed with the Securities and Exchange Commission (the "SEC") on July 28, 2023 (this "Schedule 13D") relating to the common stock, par value $0.0001 per share ("Common Stock"), of AEON Biopharma Inc., a Delaware corporation (the "Issuer"). The principal executive office of the Issuer is located at 5 Park Plaza, Suite 1750, Irvine, CA 92614. This Amendment is being filed to report that, as a result of dilution from a public offering of Common Stock by the Issuer completed on January 7, 2025 and reported in the Issuer's annual report on Form 10-K as filed with the SEC on March 24, 2025, the Reporting Persons' beneficial ownership of the Common Stock decreased to less than 1% of the outstanding shares of Common Stock as of March 21, 2025 and has remained below 1% at all times from March 21, 2025 through the filing date of this Amendment. This Amendment also updates the ownership amounts of the Reporting Persons after giving effect to the 1-for-72 reverse stock split on February 24, 2025. The Reporting Persons did not engage in any transactions in the Issuer's securities subsequent to the filing of the Schedule 13D on July 28, 2023 through March 24, 2025. Item 5 of the Schedule 13D is hereby amended and supplemented to read as follows:
Item 5.	Interest in Securities of the Issuer
(a)	See rows (11) and (13) of the cover page to this Schedule 13D for the aggregate number of shares of Common Stock and percentage of the shares of Common Stock beneficially owned by the Reporting Persons. The percentages of beneficial ownership reported in this Schedule 13D were calculated based upon 10,532,802 shares of Common Stock issued and outstanding as of March 21, 2025, as reported in Issuer's annual report on Form 10-K as filed with the SEC on March 24, 2025.
(b)	See rows (7) through (10) of the cover page to this Schedule 13D for the number of shares of Common Stock, as to which the Reporting Persons have the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.
(c)	There have been no transactions with respect to Shares of the Issuer within the last 60 days by the Reporting Persons, other than the Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer as described in Item 6 below.
(d)	Except as set forth in Item 5, no person (other than the Reporting Persons) is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The information set forth under Items 3, 4 and 5 of this Schedule 13D is incorporated herein by reference. Upon Contracts With Respect to Securities of the Issuer: Pursuant to a subscription agreement entered into by and between Daewoong Pharmaceutical Co., Ltd. ("DWP"), the Issuer and AEON Biopharma Sub, Inc., a subsidiary of the Company ("AEON Sub"), on March 24, 2024, DWP acquired a senior secured convertible note (the "Convertible Note" or "$5.0 million Note") in the principal amount of $5.0 million, which is convertible into shares of the Issuer's Common Stock, subject to certain conditions and limitations set forth in the $5.0 million Note as further described in the Issuer's Current Report on Form 8-K as filed with the SEC on March 28, 2024. Upon Contracts With Respect to Securities of the Issuer: Pursuant to a subscription agreement entered on March 24, 2024 into by and between DWP, the Issuer and AEON Sub, and pursuant to the Issuer's compliance with certain conditions set forth in the subscription agreement, DWP acquired a senior secured convertible note (the "Subsequent Convertible Note" or "$10.0 million Note") in the principal amount of $10.0 million on April 12, 2024, which is convertible into shares of the Issuer's Common Stock, subject to certain conditions and limitations set forth in the $10.0 million Note as further described in the Issuer's Current Report on Form 8-K as filed with the SEC on April 17, 2024. Upon Contracts With Respect to Securities of the Issuer: As previously disclosed in the Issuer's Current Report on Form 8-K as filed with the SEC on December 15, 2025, the Issuer and AEON Sub entered into an Exchange Agreement on December 15, 2025 (the "Exchange Agreement") with DWP pursuant to which the Convertible Notes held by DWP would be exchanged for (the "Exchange") (i) newly issued shares of Common Stock of the Issuer equal to (x) the principal and accrued interest of the Convertible Notes as of the closing of the Exchange (as defined below) less (y) the principal amount of the New Convertible Note (as defined below), divided by $1.00, and then multiplied by 1.3 (and rounded down to the nearest whole share of Common Stock) and/or pre-funded warrants to purchase shares of Common Stock (the "Pre-Funded Warrants") in lieu of any shares of Common Stock that would result in DWP's beneficial ownership of Common Stock exceeding 49.99% (the "Exchange Shares"), (ii) a new senior secured convertible note for $1,500,000 (the "New Convertible Note"), and (iii) 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"). The consummation of the Exchange is subject to the approval of the Issuer's stockholders. The Issuer estimates that the number of Exchange Shares will be approximately 23.1 million, assuming the vote of the Issuer's stockholders to approve the Exchange occurs at the Issuer's meeting of stockholders expected to be held on January 21, 2026. At the closing of the Exchange (the "Closing"), DWP agrees that the Convertible Notes and Subsequent Convertible Notes will be immediately and automatically terminated. Upon completion of a bona-fide third-party financing for aggregate gross cash proceeds to the Issuer of at least $30.0 million (a "Qualified Financing"), the New Convertible Note 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 New Convertible Note 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. Except as disclosed in this Schedule 13D and Amendment (Including Item 6.), or as set forth in or contemplated in SEC filings submitted by AEON Biopharma or DWC, there are no other contracts, arrangements, understandings or relationships among the persons named in Item 2 with respect to any securities of the Issuer.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Daewoong Co.,Ltd. ("DWC")

Signature:	/s/ Kyu Sung Lim
Name/Title:	Kyu Sung Lim/Authorized Signatory of Daewoong Co., Ltd.
Date:	01/23/2026

Daewoong Pharmaceutical Co. Ltd ("DWP")

Signature:	/s/ Woo Hyun Kim
Name/Title:	Woo Hyun Kim/Authorized Signatory of Daewoong Pharmaceutical Co., Ltd.
Date:	01/23/2026