AEON Biopharma, Inc. 8-K

What Happened

• On January 21, 2026 AEON Biopharma closed an exchange with Daewoong Pharmaceutical converting the outstanding senior secured convertible notes (the “Old Notes”) into equity and related instruments. For satisfaction in full of the Old Notes the company issued 11,918,380 newly issued shares of Class A common stock and 11,236,631 pre‑funded warrants, a new senior secured convertible note with a $1,500,000 principal, and warrants to purchase up to 8,000,000 shares at $1.09392 per share. Immediately after the exchange there were 24,024,282 shares of common stock outstanding.
• At its January 21, 2026 Special Meeting, AEON stockholders approved the Exchange Proposal, the PIPE Financing Proposal and the Amended and Restated 2023 Incentive Award Plan (the “2023 Plan”), clearing the way for the exchange and related financings. The company also announced a Fifth Amendment to its License and Supply Agreement with Daewoong and expects a second closing of a previously announced private placement the week of January 26, 2026.

Key Details

• Securities issued on Jan 21, 2026: 11,918,380 common shares; 11,236,631 pre‑funded warrants; $1.5M new convertible note; warrants for up to 8,000,000 shares at $1.09392.
• Post‑exchange common shares outstanding: 24,024,282.
• Private placement second closing expected week of Jan 26, 2026 to issue: 4,616,924 shares (or pre‑funded warrants), 6,581,829 warrants and up to 6,581,829 True‑Up Warrants (subject to closing conditions).
• The exchange securities were sold in a private placement relying on Section 4(a)(2) of the Securities Act (unregistered). The License Agreement was amended to reflect the Exchange and modifies a Termination Purchase Right tied to Daewoong’s sale of 50% of its common stock (including shares issuable on conversion of the new note).
• Stockholder vote results (selected): Exchange Proposal — For 3,788,793 / Against 2,325,814 / Abstain 1,069. Equity Plan Proposal — For 3,426,326 / Against 2,688,150 / Abstain 1,200.

Why It Matters

• The exchange eliminates the prior convertible note obligations to Daewoong by issuing equity and a smaller new note, reducing debt exposure but increasing potential dilution from issued shares, pre‑funded warrants and large warrants (up to 8M).
• The approved equity plan and expected second private placement closing will further increase the company’s potential share count, which investors should watch for dilution and ownership changes.
• The License Agreement amendment may affect contractual rights tied to Daewoong’s equity holdings and conversion mechanics; investors should review the amendment if they follow AEON’s partnerships or royalty/licensing economics.