Evolus Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
$EOLS
Biotechnology: Pharmaceutical Preparations
Health Care
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): March 11, 2024
(Exact name of registrant as specified in its charter)
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(949 ) 284-4555
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Item 1.01 Entry into a Material Definitive Agreement.
On March 11, 2024, Evolus, Inc., a Delaware corporation (the “Company”), entered into an underwriting agreement (the “Underwriting Agreement”) with Leerink Partners, LLC and Stifel, Nicolaus & Company, Incorporated as representatives of the underwriters named in Schedule A thereto (together, the “Underwriters”), in connection with the underwritten public offering, issuance and sale by the Company (the “Offering”) of 3,554,000 shares (the “Firm Shares”) of the Company’s common stock, par value $0.00001 per share (the “Common Stock”). The public offering price was $14.07 per share, and the Underwriters agreed to purchase the Firm Shares pursuant to the Underwriting Agreement at a price of $13.2258 per share (the “Purchase Price”). In addition, pursuant to the Underwriting Agreement, the Company granted the Underwriters an option (the “Option”), exercisable for 30 days, to purchase up to 533,100 additional shares of Common Stock at the Purchase Price.
On March 13, 2024, the Company completed the Offering by selling the Firm Shares to the Underwriters at the Purchase Price. The estimated net proceeds to the Company from the Offering, after deducting the Underwriters’ discounts and commissions and the Company’s estimated offering expenses, are approximately $46.9 million (which may increase to approximately $54.1 million if the Underwriters exercise the Option in full). The Company currently plans to use the net proceeds from the Offering to continue to fund the growth of Jeuveau®, launch activities for Evolysse™, potential business development opportunities and general corporate purposes.
The Offering was made pursuant to the Company’s (i) effective registration statement on Form S-3, as amended (File No. 333-270370), previously filed with and declared effective by the Securities and Exchange Commission (the “SEC”) on June 7, 2023 and declared effective June 8, 2023. A prospectus supplement relating to the Offering was filed with the SEC on March 11, 2024 (the “Prospectus Supplement”).
The Underwriting Agreement contains customary representations and warranties and also contains customary indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. In addition, pursuant to the terms of the Underwriting Agreement, the Company and certain of its officers, directors and stockholders have entered into “lock-up” agreements with certain of the Underwriters that, subject to certain exceptions, generally prohibit the sale, transfer, or other disposition of securities of the Company for a period of 60 days from March 11, 2024, the date of the Prospectus Supplement.
The provisions of the Underwriting Agreement, including the representations and warranties contained therein, are not for the benefit of any party other than the parties to such agreements and are not intended as documents for investors and the public to obtain factual information about the current state of affairs of the parties to those documents and agreements. Rather, investors and the public should look to other disclosures contained in the Company’s filings with the SEC.
The foregoing summary of the terms of the Underwriting Agreement is subject to, and qualified in its entirety by reference to, the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
A copy of the legal opinion and consent of O’Melveny & Myers LLP relating to the Firm Shares is attached as Exhibit 5.1 hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number | Description | |||||||
| 1.1 | ||||||||
| 5.1 | ||||||||
| 23.1 | ||||||||
| 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: March 13, 2024 | /s/ David Moatazedi | |||||||
David Moatazedi | ||||||||
President and Chief Executive Officer | ||||||||