eols-20240701

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): July 1, 2024

EVOLUS, INC.

(Exact name of registrant as specified in its charter)

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:


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)

Indicate by check mark whether the registrant is an emerging growth company 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Albert G. White III

Effective July 1, 2024, the Board of Directors (the “Board”) of Evolus, Inc. (the “Company”), upon the recommendation of its Nominating and Corporate Governance Committee (the “Committee”), appointed Albert G. White III as a member of the Board, effective immediately. Mr. White will serve as a Class I director, with an initial term expiring at the annual meeting of stockholders in 2025. In connection with his appointment as a director, Mr. White has also been appointed to serve on the Regulatory and Compliance Committee of the Board.

The Committee and the Board determined that Mr. White qualifies as an independent director under the director independence standards set forth by applicable Marketplace Rules of The Nasdaq Stock Market.

In connection with her appointment and in accordance with the Company’s compensation arrangements for its non-employee directors described under “Director Compensation” in the Company’s Proxy Statement for its 202 4 Annual Meeting of Stockholders filed with the Securities and Exchange Commission (the “SEC”) on April 26, 202 4 (the “Director Compensation Program”), on July 1, 2024. Mr. White will be granted restricted stock units with a value equal to approximately $255,000. The stock units are scheduled to vest over a period of two years, with 50% of the stock units subject to the award scheduled to vest on July 1, 2025 and the balance scheduled to vest on July 1, 2026. In accordance with the Director Compensation Program, Mr. White will also receive an annual retainer of $50,000 for service as a Board member and $7,500 for services as a member of the Compensation Committee, pro-rated for any partial year of service.

The Company also entered into an indemnification agreement with Mr. White consistent with the standard form of indemnification agreement entered into with each of the Company’s other directors, which is filed as Exhibit 10.11 to Amendment No. 1 to the Company’s Registration Statement on Form S-1 filed with the SEC on January 25, 2018. The indemnification agreement provides, among other things, that the Company will indemnify Mr. White to the fullest extent permitted under Delaware law for certain liabilities that may arise in connection with her service as a director of the Company and will advance certain expenses incurred in connection with any proceeding for which she could be indemnified.

There are no arrangements or understandings between Mr. White and any other persons pursuant to which she was elected as a director of the Company. There are no related person transactions (within the meaning of Item 404(a) of Regulation S-K promulgated by the SEC) between Mr. White and the Company.

Departure of Robert Hayman

In connection with the appointment of Mr. White, and as previously disclosed in the Company’s Current Report on Form 8-K filed with the SEC on April 3, 2024, Robert Hayman voluntarily stepped down from the Board effective upon Mr. White’s appointment on July 1, 2024 as part of a planned board refreshment and transition.

As a result of Mr. Hayman’s departure, effective July 1, 2024, David Gill will serve as the Chairman of the Compensation Committee of the Board.

Mr. Hayman’s planned transition did not result from any disagreement with the company on any matter relating to the company's operations, policies, or practices.

Item 7.01 Regulation FD Disclosure.

On July 1, 2024, the Company issued a press release announcing the appointment of Mr. White to the Board. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

As provided in General Instruction B.2 of Form 8-K, the information in this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number

Description

99.1

P ress Release of Evolus, Inc. dated July 1, 2024

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.


			Evolus, Inc.

Dated: July 1, 2024			/s/ David Moatazedi
			David Moatazedi
			President and Chief Executive Officer

Evolus Inc. filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits