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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): March 3, 2022
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 ClassTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.00001 per shareEOLS
The Nasdaq Stock Market LLC
(Nasdaq Global Market)


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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Retirement of Chief Financial Officer and Executive Vice President, Corporate Development

On March 3, 2022, Evolus, Inc. (the “Company”) announced that Lauren Silvernail, will retire as the Company’s Chief Financial Officer and Executive Vice President, Corporate Development effective as of May 31, 2022 (the “Retirement Date”). Mrs. Silvernail is retiring for personal reasons and there are no disagreements between Mrs. Silvernail and the Company on any matters relating to the Company’s operations, policies, or practices, including accounting principles and practices. A search for a successor to replace Mrs. Silvernail as the Company’s Chief Financial Officer is underway.

In connection with Mrs. Silvernail’s departure, Mrs. Silvernail and the Company entered into a separation agreement and release, dated March 3, 2022 (the “Separation Agreement”), which sets forth the terms of Mrs. Silvernail’s separation from the Company. Pursuant to the Separation Agreement, subject to Mrs. Silvernail agreeing to a release of claims and complying with certain other continuing obligations contained therein, the Company will provide to Mrs. Silvernail, less any applicable withholdings, on the Retirement Date: (i) a lump sum payment equal to 9 months of base salary, (ii) a lump sum payment representing Mrs. Silvernail’s pro-rated 2022 bonus potential, (iii) Company–paid COBRA premiums for continued health insurance through September 30, 2023, and (iv) reimbursement of any business expenses submitted in accordance with the Company’s expense reimbursement policy. Additionally, the Separation Agreement provides for, as of the Retirement Date, an additional one-year of accelerated vesting for certain equity awards issued to Mrs. Silvernail.

The Separation Agreement contains other standard provisions contained in agreements of this nature, including restrictive covenants concerning confidentiality and non-disparagement, and a general release of any and all releasable claims Mrs. Silvernail may have against the Company, its directors, officers and associated persons. The foregoing description of the terms of the Separation Agreement is not complete and is qualified in its entirety by reference to the complete Separation Agreement, a copy of which will be filed with the Securities and Exchange Commission as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending March 31, 2022.

Item 7.01 Regulation FD Disclosure.

On March 3, 2022, the Company issued a press release announcing the retirement of Mrs. Silvernail. 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
104Cover 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 4, 2022
/s/ David Moatazedi
David Moatazedi
President and Chief Executive Officer


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Evolus Announces Retirement of Chief Financial Officer Lauren Silvernail

NEWPORT BEACH, Calif., March 3, 2022 – Evolus, Inc. (NASDAQ: EOLS), a performance beauty company with a customer-centric approach focused on delivering breakthrough products, today announced that after nearly four years with the company, Lauren Silvernail will retire from her position as Chief Financial Officer and Executive Vice President of Corporate Development effective May 31, 2022. The search for her successor is already underway.
“Lauren has had an incredible impact on this company, and we are grateful for her many contributions to Evolus,” said David Moatazedi, President and CEO at Evolus. “Lauren has been instrumental in helping us build this company from a development stage organization to a fast-growing and well-funded commercial business. Her experience and dedication have been key in helping Evolus get to the strong financial position we enjoy today. Lauren has been a trusted partner over the past four years, and we wish her the very best in retirement.”
Since joining Evolus in 2018, Silvernail assembled a high-performing team that built the commercial infrastructure to support a rapidly growing company and led the restructuring of the balance sheet and financing of the business. Most recently, she and the team successfully negotiated a $125 million credit facility that is expected to fund Evolus through cash flow breakeven, removing the need for further financing of its current operations and positioning the company for continued success.
“It has been a privilege to work alongside such a talented and dedicated group of individuals, and I am excited to embark on this next chapter of my life,” said Silvernail. “I leave knowing the company is in a very strong financial position, with an outstanding leadership team to guide it. I look forward to seeing Evolus execute its growth strategy to become a leading, multi-product aesthetic company.”
About Evolus, Inc.
Evolus (Nasdaq: EOLS) is a performance beauty company with a customer-centric approach to 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 and follow us on LinkedIn, Twitter, 
Instagram or Facebook.
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.
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 Evolus’ filings with the Securities and Exchange Commission, including 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® and Nuceiva® are registered trademarks of Evolus, Inc.
Hi-Pure™ is a trademark of Daewoong Pharmaceutical Co, Ltd.


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Investor/Media Contact
David K. Erickson, Evolus, Inc.
Vice President, Investor Relations
949-966-1798
david.erickson@evolus.com