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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 12, 2022
EVOLUS, INC.
(Exact name of registrant as specified in its charter)
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Delaware | | 001-38381 | | 46-1385614 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
520 Newport Center Drive, Suite 1200
Newport Beach, California 92660
(Address of principal executive offices) (Zip Code)
(949) 284-4555
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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| Title of Class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, par value $0.00001 per share | EOLS | The Nasdaq Stock Market LLC (Nasdaq Global Market)
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Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☑
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☑
Item 1.01 Entry into a Material Definitive Agreement.
On December 12, 2022, Evolus, Inc., a Delaware corporation (the “Company”), and Daewoong Pharmaceuticals Co., Ltd., a corporation organized and existing under the laws of the Republic of Korea (“Daewoong”) entered into a Fourth Amendment (the “Fourth Amendment”) to that certain License and Supply Agreement (the “Supply Agreement”), originally dated September 30, 2013, as amended.
The Fourth Amendment provides, among other things, for (i) the modification of pricing from Daewoong for Nuceiva® in certain European countries from a fixed transfer price to a price based on net sales in the countries and (ii) the Company to relinquish its rights to sell neurotoxin manufactured by Daewoong in Russia.
The foregoing description is qualified in its entirety by reference to the Fourth Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit Number | | Description | | |
| 10.1+ | | | | |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) | | |
___________
+ Certain confidential portions of this exhibit have been redacted from the publicly filed document pursuant to Rule 601(b)(10)(iv) of Regulation S-K.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| Evolus, Inc. |
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Dated: December 13, 2022 | | /s/ David Moatazedi |
| | David Moatazedi |
| | President and Chief Executive Officer |