Daewoong Co., Ltd. and Daewoong Pharmaceutical Co., Ltd. filed Amendment No. 1 to Schedule 13D with the SEC on November 10, 2026, reporting the October 30, 2026 cashless exercise in full of Pre-Funded Warrants in AEON Biopharma, Inc. and the resulting changes in beneficial ownership.

Key Highlights

  • Cashless exercise completed: Daewoong Pharmaceutical Co., Ltd. (DWP) exercised Pre-Funded Warrants to purchase 11,236,631 shares of Class A Common Stock at an exercise price of $0.0001 per share on October 30, 2026, on a cashless basis.
  • Shares issued to DWP: Following the net exercise formula, 3,822 shares were withheld in satisfaction of the aggregate exercise price, and 11,232,809 shares of Class A Common Stock were issued to DWP.
  • Closing price used: The cashless exercise was calculated using a closing sale price of $0.294 per share on October 29, 2026, the trading day immediately preceding the exercise date.
  • Aggregate beneficial ownership: Daewoong Co., Ltd. (DWC) may be deemed to beneficially own 23,242,546 shares, representing approximately 30.6% of outstanding Class A Common Stock; DWP directly holds 23,184,523 shares, representing approximately 30.5%.
  • Shares outstanding basis: Percentages are based on 76,009,476 shares of Class A Common Stock outstanding as of November 9, 2026, as confirmed to the reporting persons by the issuer.
  • Pre-Funded Warrants extinguished: As a result of the exercise, the Pre-Funded Warrants are no longer outstanding, and the reporting persons' total holdings increased from 12,009,737 shares to 23,242,546 shares.

Daewoong Pharmaceutical Cashless Warrant Exercise Raises Direct Stake in AEON Biopharma

According to the filing, 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 Class A Common Stock at an exercise price of $0.0001 per share. Using the net exercise formula specified in the Pre-Funded Warrant and a closing sale price of $0.294 per share on October 29, 2026, the issuer withheld 3,822 shares in satisfaction of the aggregate exercise price, and 11,232,809 shares were issued directly to DWP. The filing states that no funds were used by the reporting persons in connection with the exercise.

The filing discloses that DWC owns approximately 52% of the outstanding shares of DWP and therefore may be deemed to beneficially own the securities held directly by DWP. As of the amendment date, DWC's aggregate beneficial ownership consists of 58,023 shares held directly by DWC and 23,184,523 shares held directly by DWP, totaling 23,242,546 shares, or approximately 30.6% of the outstanding Class A Common Stock. The amendment notes that the Schedule 13D originally filed on January 29, 2026 reported beneficial ownership of 12,009,737 shares, representing approximately 49.99% of the Common Stock then outstanding - a percentage that declined following the issuer's underwritten public offering completed on July 15, 2026 and subsequent issuances.

The filing also discloses that DWP separately holds a Common Stock Warrant to purchase up to 8,000,000 shares at an exercise price of $1.09392 per share, subject to a 49.99% beneficial ownership cap, and a Senior Secured Convertible Note convertible only upon the completion of a Qualified Financing by the issuer. According to the filing, shares issuable under those instruments are not included in the beneficial ownership figures reported above. The reporting persons state they have "no present plans or proposals" that would result in any of the actions enumerated in Item 4 of Schedule 13D, except as described in the amendment.

What Was Disclosed

Daewoong Co., Ltd. and Daewoong Pharmaceutical Co., Ltd. filed Amendment No. 1 to Schedule 13D to report DWP's October 30, 2026 cashless exercise of Pre-Funded Warrants, resulting in 11,232,809 new shares issued to DWP and aggregate beneficial ownership of 23,242,546 shares, or approximately 30.6%, for DWC.