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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): January 5, 2022
EVOLUS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-38381
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46-1385614
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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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
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.00001 per share
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EOLS
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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 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.
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Effective January 5, 2022, the Board of Directors (the “Board”) of Evolus, Inc. (the “Company”), upon the recommendation of its Nominating and Corporate Governance Committee (the “Committee”), appointed Brady Stewart as a member of the Board, effective immediately. Mrs. Stewart will serve as a Class II director, with an initial term expiring at the annual meeting of stockholders in 2023.
The Committee and the Board determined that Mrs. Stewart 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 2021 Annual Meeting of Stockholders filed with the Securities and Exchange Commission (the “SEC”) on April 26, 2021 (the “Director Compensation Program”), on January 5, 2022 Mrs. Stewart will be granted restricted stock units with a value equal to approximately $230,000. 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 January 5, 2023 and the balance scheduled to vest on January 5, 2024. In accordance with the Director Compensation Program, Mrs. Stewart will also receive an annual retainer of $42,000 for service as a Board member, pro-rated for any partial year of service.
The Company also entered into an indemnification agreement with Mrs. Stewart 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 Mrs. Stewart 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 Mrs. Stewart 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 Mrs. Stewart and the Company.
Item 7.01 Regulation FD Disclosure.
On January 5, 2022, the Company issued a press release announcing the appointment of Mrs. Stewart 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.
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Exhibit Number
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Description
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99.1
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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: January 5, 2022
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/s/ David Moatazedi
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David Moatazedi
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President and Chief Executive Officer
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Evolus Expands Board of Directors with Appointment of Digital and Beauty Innovator Brady Stewart
NEWPORT BEACH, Calif., January 5, 2022 – Evolus, Inc. (NASDAQ: EOLS), a performance beauty company with a customer-centric approach focused on delivering breakthrough products, today announced that it has further strengthened and diversified its Board of Directors with the appointment of digital and beauty innovator Brady Stewart.
“On behalf of my fellow Board members and the Evolus management team, I am pleased to welcome Brady to our Board of Directors,” said Vikram Malik, Chairman. “Brady’s wealth of experience in digital innovation, the beauty industry and direct-to-consumer advertising will be a valuable resource as Evolus embarks on a path to become a leading, multi-product aesthetics company.”
With over 20 years of experience in digital innovation and direct-to-consumer thought leadership, Mrs. Stewart currently serves as the Chief Commercial Officer of San Francisco-based Forma Brands LLC, an incubator, accelerator, and curator of today’s beauty brands. Prior to Forma, she served in positions of increasing responsibility culminating in the role of Managing Director and SVP, U.S. Direct to Consumer at Levi Strauss & Co., a leading global apparel brand. At Levi Strauss & Co., Mrs. Stewart led the U.S. direct-to-consumer businesses, digital marketing, content and analytics, and drove significant digital innovation.
Mrs. Stewart commented, “I am honored to join the Evolus Board of Directors at such a pivotal moment in the company’s history. I believe the company’s lead product Jeuveau®, together with its millennial consumer focus and direct-to-consumer digital strategy, has the potential to transform the aesthetic neurotoxin industry.”
About Evolus, Inc.
Evolus is a performance beauty company with a customer-centric approach focused on delivering breakthrough products. Approved in 2019 by the U.S. Food and Drug Administration, Jeuveau® (prabotulinumtoxinA-xvfs) is the first and only neurotoxin dedicated exclusively to aesthetics and manufactured in a state-of-the-art facility using Hi-Pure™ technology. Jeuveau® is powered by Evolus’ unique technology platform and is designed to transform the aesthetic market by eliminating the friction points existing for customers today. Visit us at www.evolus.com.
Forward-Looking Statements
This press release contains forward-looking statements as defined under the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, are statements that could be deemed forward-looking statements, including statements that relate to the status of regulatory processes, future plans, events, prospects or performance and statements containing the words “plans,” “expects,”
“believes,” “strategy,” “opportunity,” “anticipates,” “outlook,” “designed,” or other forms of these words or similar expressions, although not all forward-looking statements contain these identifying words. The company’s forward-looking statements include, but are not limited to, statements made by Mr. Malik and Mrs. Stewart related to the growth of the aesthetic neurotoxin market and the company’s prospects and strategy.
Forward-looking statements involve risks and uncertainties that could cause actual results or experiences to differ materially from those expressed or implied by the forward-looking statements. Factors that could cause actual results or experience to differ materially from that expressed or implied by the forward-looking statements include uncertainties associated with our ability to address all of our losses, costs, expenses, liabilities and damages resulting from the settlement agreement with Daewoong and our ability to comply with the terms and conditions in the Allergan/Medytox Settlement Agreements, the continued impact of COVID-19 on our business and the economy generally, uncertainties related to customer and consumer adoption of Jeuveau®, the efficiency and operability of our digital platform, competition and market dynamics, and our ability to maintain regulatory approval of Jeuveau® and other risks described in the section entitled “Risk Factors” in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 that was filed with the Securities and Exchange Commission on November 2, 2021. These filings can be accessed online at www.sec.gov. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Except as required by law, Evolus undertakes no obligation to update or revise any forward-looking statements to reflect new information, changed circumstances or unanticipated events. If the company does update or revise one or more of these statements, investors and others should not conclude that the company will make additional updates or corrections.
Jeuveau® is a registered trademark of Evolus, Inc.
Hi-Pure™ is a trademark of Daewoong Pharmaceutical Co, Ltd.
Investor/Media Contact:
David K. Erickson, Evolus, Inc.
Vice President, Investor Relations
Tel: 949-966-1798
Email: david.erickson@evolus.com
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