AEON Biopharma Inc.

01/29/2026 | Press release | Distributed by Public on 01/29/2026 20:25

Initial Statement of Beneficial Ownership (Form 3)

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Daewoong Co., Ltd
2. Date of Event Requiring Statement (Month/Day/Year)
01/21/2026
3. Issuer Name and Ticker or Trading Symbol
AEON Biopharma, Inc. [AEON]
(Last) (First) (Middle)
244, GALMACHI-RO, JUNGWON-GU
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed (Month/Day/Year)
(Street)
SEONGNAM-SI, GYEONGGI-DO, M5 13211
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Beneficially Owned
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
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 of Derivative Security: 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)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Daewoong Co., Ltd
244, GALMACHI-RO, JUNGWON-GU
SEONGNAM-SI, GYEONGGI-DO, M5 13211
X

Signatures

Daewoong Co., Ltd., By: /s/ Kyu Sung Lim, Authorized Signatory 01/23/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
AEON Biopharma Inc. published this content on January 29, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on January 30, 2026 at 02:25 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]