New insider Daewoong Co., Ltd claimed ownership of 12,009,737 shares (SEC Form 3)
$AEON
Biotechnology: Pharmaceutical Preparations
Health Care
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 01/21/2026 |
3. Issuer Name and Ticker or Trading Symbol
AEON Biopharma, Inc. [ AEON ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock, $0.0001 par value per share | 58,023 | D | |
| Common Stock, $0.0001 par value per share | 11,951,714(1)(2)(3) | I | Indirect Beneficial Ownership in the 11,951,714 owned by Daewoong Pharmaceutical Co., Ltd |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Senior Secured Convertible Note | 01/21/2026 | 04/12/2030 | Common Stock | $1,500,000(2)(3) | (2)(3) | I | See footnote(1) |
| Pre-Funded Warrants | 01/21/2026 | (4) | Common Stock | 11,236,631 | $0.0001(2)(3) | I | See footnote(1) |
| Common Stock Warrant | 01/21/2026 | (5) | Common Stock | 8,000,000 | $1.0939(2)(3) | I | See footnote(1) |
| Explanation of Responses: |
| 1. Daewoong Co., Ltd. ("DWC"), a company organized under the laws of the Republic of Korea, owns 52% of the outstanding shares of Daewoong Pharmaceutical Co., Ltd. ("DWP"), a company organized under the laws of the Republic of Korea; DWC has voting and dispositive power over the securities held by DWP and, therefore, may be deemed to beneficially own such securities indirectly. |
| 2. As previously disclosed on January 21, 2026, upon completion by AEON Biopharma Inc. (the "Company") of a bona-fide third-party financing for aggregate gross cash proceeds to the Company of at least $30.0 million (a "Qualified Financing"), the convertible notes 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 convertible notes 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, and 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"), resulting in DWP beneficially owning more than 10% of the Issuer's outstanding Common Stock. |
| 3. (continued from footnote [2]). As a result, DWC beneficially owns an aggregate of (i) 12,009,737 shares of Common Stock (including shares previously held). In addition, DWP received (ii) the New Convertible Note in the principal amount of $1,500,000, (iii) the Pre-Funded Warrants to purchase up to 11,236,631 shares of Common Stock, and (iv) the Common Stock Warrant to purchase up to 8,000,000 shares of Common Stock. DWC may be deemed to beneficially own indirectly the securities described in clauses (ii) through (iv) held by DWP. |
| 4. The Pre-Funded Warrant is exercisable on or after the Original Issue Date and does not expire until exercised in full. |
| 5. The Common Stock Warrant 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 defined in the form of warrant filed as Exhibit 4.2 to the Company's Form 8-K filed with the SEC on November 12, 2025. |
| Daewoong Co., Ltd., By: /s/ Kyu Sung Lim, Authorized Signatory | 01/23/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||