--- title: "AEON Biopharma completes Daewoong note exchange" url: "https://aibio.space/news/aeon-biopharma-completes-daewoong-note-exchange-issuing-11-918-380/" publisher: "aibio.space (Biotech Investor Relations News)" date: "2026-01-21" section: "Financings" tickers: "AMEX:AEON" source: "https://www.sec.gov/Archives/edgar/data/1837607/000183760726000005/aeon-20260121x8k.htm" summary: "AEON Biopharma exchanged its senior secured convertible notes held by Daewoong for new shares, pre-funded warrants and a smaller $1,500,000 note after stoc" --- By the aibio.space news desk. Sources - [AEON Biopharma, Inc. Form 8-K filed January 21, 2026 (SEC EDGAR)](https://www.sec.gov/Archives/edgar/data/1837607/000183760726000005/aeon-20260121x8k.htm) - [AEON Biopharma, Inc. exhibit aeon-20260121xex99d1.htm to the January 21, 2026 Form 8-K (SEC EDGAR)](https://www.sec.gov/Archives/edgar/data/1837607/000183760726000005/aeon-20260121xex99d1.htm) - [AEON Biopharma, Inc. exhibit aeon-20260121xex10d1.htm to the January 21, 2026 Form 8-K (SEC EDGAR)](https://www.sec.gov/Archives/edgar/data/1837607/000183760726000005/aeon-20260121xex10d1.htm) - [AEON Biopharma, Inc. Form 10-K filed March 24, 2025: business overview and signatures (SEC EDGAR)](https://www.sec.gov/Archives/edgar/data/1837607/000183760725000022/aeon-20241231x10k.htm) [AEON](https://aibio.space/companies/aeon-biopharma/) 2026-01-21 # AEON Biopharma completes Daewoong note exchange, issuing 11,918,380 shares and a $1,500,000 note Tickers [AEON](https://aibio.space/companies/aeon-biopharma/) AEON Biopharma exchanged its senior secured convertible notes held by Daewoong for new shares, pre-funded warrants and a smaller $1,500,000 note after stockholders approved the deal on January 21, 2026. The swap adds dilution, and the second closing of its private placement is still pending. ## Key facts - **Company**: AEON Biopharma, Inc. (AMEX: AEON) - **News type**: Financings - **Primary source**: [AEON Biopharma, Inc. Form 8-K filed January 21, 2026 (SEC EDGAR)](https://www.sec.gov/Archives/edgar/data/1837607/000183760726000005/aeon-20260121x8k.htm) *Midtown Manhattan and a downtown tower in haze. CC0, via rawpixel. The picture shows the field, not the companies named.* AEON Biopharma, Inc. (NYSE American: [AEON](https://aibio.space/companies/aeon-biopharma/)) completed an exchange of senior secured convertible notes held by Daewoong Pharmaceutical Co., LTD. on January 21, 2026, after stockholders approved the deal at a special meeting that day. The company issued 11,918,380 newly issued shares of Class A common stock, 11,236,631 pre-funded warrants, a new $1,500,000 convertible note and warrants for up to 8,000,000 shares. It disclosed the exchange in a [Form 8-K](https://www.sec.gov/Archives/edgar/data/1837607/000183760726000005/aeon-20260121x8k.htm) filed the same day. ## The exchange terms AEON and its subsidiary, AEON Biopharma Sub, Inc., signed an exchange agreement with Daewoong on December 15, 2025. It covered senior secured convertible notes with a principal amount of up to $15,000,000, which could be converted into Class A common stock with a par value of $0.0001 per share. On January 21, 2026, in satisfaction in full of all obligations under those old notes, AEON issued Daewoong the 11,918,380 shares and 11,236,631 pre-funded warrants, which the filing calls the Exchange Shares. It also issued a new senior secured convertible note of $1,500,000 and warrants to buy up to 8,000,000 shares at an exercise price of $1.09392 per share. Right after the closing, 24,024,282 shares of common stock were outstanding. The securities were sold in a private placement under Section 4(a)(2) of the Securities Act and are not registered. AEON also signed a Fifth Amendment to its License and Supply Agreement with Daewoong, dated December 20, 2019. Under the amendment, the Termination Purchase Right ends when Daewoong sells 50% of its common stock, counting shares held by its affiliates and shares that would be issued on conversion of the new note. ## The stockholder vote Stockholders voted on four proposals. The PIPE financing proposal passed with 3,772,647 votes for, 2,337,981 against and 5,048 abstaining. The exchange proposal passed with 3,788,793 for, 2,325,814 against and 1,069 abstaining. Stockholders also approved the Amended and Restated 2023 Incentive Award Plan, with 3,426,326 for and 2,688,150 against. A proposal to adjourn the meeting if needed to solicit more proxies drew 3,691,133 votes for and 2,418,859 against. The board approved the incentive plan on December 2, 2025, subject to stockholder approval. ## The second closing of the private placement The PIPE financing stems from a Securities Purchase Agreement that AEON signed with certain investors on November 13, 2025. The first closing took place on November 18, 2025. AEON expects the second closing in the week of January 26, 2026, subject to customary closing conditions. At that closing it expects to issue and sell 4,616,924 shares, or pre-funded warrants in place of shares, along with 6,581,829 warrants and up to 6,581,829 True-Up Warrants. The press release says the note exchange will substantially reduce AEON's outstanding debt and simplify its capital structure. It does not give the amount of debt left after the exchange. ## Banks and advisers The 8-K does not name a placement agent or underwriter for the PIPE, and it names no financial adviser for the exchange. It also does not name counsel to the company or to the investors. ## The business and what is still open AEON develops ABP-450 (prabotulinumtoxinA), a botulinum toxin complex for which it plans to seek U.S. approval as a biosimilar to BOTOX through a Section 351(k) Biologics License Application. Daewoong manufactures ABP-450. The company is based in Irvine, California. Its annual report for 2024 reported cash and cash equivalents of $13 thousand and an accumulated deficit of $431.6 million at December 31, 2024. Management concluded there is substantial doubt about AEON's ability to continue as a going concern, and the report said cash would fund its operating plan only into the fourth quarter of 2025. The same press release says AEON held its BPD Type 2a meeting with the FDA on the day of the announcement and is waiting for official minutes. The company expects those minutes within approximately 30 days. Robert Bancroft, the chief executive officer, signed the 8-K. The 2024 annual report lists Jost Fischer as chairman of the board. The amended incentive plan is filed as an [exhibit](https://www.sec.gov/Archives/edgar/data/1837607/000183760726000005/aeon-20260121xex10d1.htm). [Report an error](https://aibio.space/reputation/#correction) ## Companies in this story AEON AEON Biopharma, Inc. AMEX ยท United States Open the starter desk ## More in Financings Financings ### [INmune Bio raises $4.50 million in registered direct offering with warrants](https://aibio.space/news/inmune-bio-raises-4-50-million-registered-direct-offering-warrants/) Oct 29, 2026 Financings ### [Lexeo Therapeutics files $300 million shelf registration](https://aibio.space/news/lexeo-therapeutics-files-300-million-shelf-registration/) Oct 29, 2026 Financings ### [ProKidney files $650 million shelf with $200 million Jefferies sales program](https://aibio.space/news/prokidney-files-650-million-shelf-200-million-jefferies-sales-program/) Oct 29, 2026 --- Source page: https://aibio.space/news/aeon-biopharma-completes-daewoong-note-exchange-issuing-11-918-380/. Facts in aibio.space stories are checked against company filings and releases; opinion is labelled. Cite as: aibio.space, "AEON Biopharma completes Daewoong note exchange", 2026-01-21, https://aibio.space/news/aeon-biopharma-completes-daewoong-note-exchange-issuing-11-918-380/