Subsequent Events

12 Months Ended

Dec. 31, 2025

Note 11. Subsequent Events

The Company has evaluated subsequent events for recognition and remeasurement purposes as of and for the year ended December 31, 2025. After review and evaluation, management has concluded that there were no material subsequent events as of the date that the financial statements were available to be issued, except as discussed below.

Special Meeting of Shareholders

On January 21, 2026, the following proposals were approved at a special meeting of shareholders:

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the shares to be issued in connection with the Second Closing of the PIPE Financing, specifically the (i) issuance and sale of 4,616,924 shares of common stock, or pre-funded warrants to purchase common stock in lieu of the shares, (ii) warrants to purchase an aggregate of 6,581,829 shares of common stock and (iii) shares issuable upon exercise of True-Up Warrants.

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the Exchange of the outstanding senior secured convertible notes of the Company held by Daewoong pursuant to an exchange agreement, dated December 15, 2025, by and between the Company and Daewoong for (i) Exchange Shares, (ii) a new senior secured convertible note in a principal amount of $1.5 million and (iii) a warrant to purchase 8 million shares of common stock.

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the amendment of the 2023 Plan to increase the number of shares of common stock authorized for issuance thereunder.

Exchange Agreement

Following the approval of the Exchange in the special shareholder meeting on January 21, 2026, and pursuant to the terms of the Exchange Agreement, for the full satisfaction of all obligations under the Existing Notes, the Company issued to Daewoong (i) 11,918,380 newly issued shares of common stock and 11,236,631 pre-funded warrants to purchase shares of common stock (the “Exchange Shares”), (ii) a new senior secured convertible note in a principal amount of $1.5 million (the “New Convertible Note”), and (iii) warrants to purchase up to 8 million shares of common stock at an exercise price of $1.09392 per share. The New Convertible Note contains customary events of default, accrue interest at an annual rate of 15.79% payable in cash at maturity and will have a maturity date of April 12, 2030, unless earlier converted or redeemed in accordance with its terms prior to such date. The Company may not prepay the New Convertible Note or accrued interest prior to the New Maturity Date.

Amendment to License Agreement

In connection with the Exchange, on January 21, 2026, the Company entered into the License Agreement Amendment with Daewoong, which amends the License and Supply Agreement, by and between the Company and Daewoong, dated December 20, 2019, as amended on July 29, 2022, January 8, 2023, April 24, 2023 and March 19, 2024. Pursuant to the terms of the License Agreement Amendment, the definition of “Notes” reflects the Exchange and the Termination Purchase Right (as defined in the License Agreement Amendment) will terminate and expire upon Daewoong’s sale of 50% of its common stock, including common stock held by its affiliates and common stock that would be issued upon conversion of the New Convertible Note.

Second Closing of the PIPE Financing

Following the approval of the shares to be issued in the Second Closing and completion of the Exchange in January 2026, the Company received gross proceeds of $4.2 million and issued 4,616,924 PIPE Pre-Funded Warrants, 6,581,829 PIPE Warrants and 6,581,829 True-Up Warrants to the investors of the PIPE Financing.

ATM Offering of Common Stock

From January 1, 2026 through March 27, 2026, the Company issued 1,278,776 shares under the ATM for net proceeds of $1.7 million, approximately $47.9 million of common stock remained available to be sold under the ATM.

Cash-Settled Restricted Stock Unit

In March 2026, the Company’s board of directors approved the modification of all cash-settled restricted stock units awards that were issued in May 2025 to be converted into stock-settled restricted stock units. The Company will assess the modification in accordance with ASC 718 Stock-based Compensation for the first quarter of 2026, the period in which the awards were modified.

AEON Biopharma, Inc. 10-K