0001570562false00015705622026-07-072026-07-07
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 7, 2026
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 1.01 Entry into a Material Definitive Agreement.
IBSA License Agreement - Profhilo®
On July 7, 2026, Evolus, Inc. (the “Company”) and IBSA Institut Biochimique SA (“IBSA”) entered into a License, Supply and Distribution Agreement (the “Agreement”), pursuant to which IBSA granted to the Company an exclusive right and license to develop, commercialize and distribute Profhilo®, an injectable hyaluronic acid product for skin-quality applications (the “Initial Product”), in the United States for use in the aesthetics and dermatological fields (the “Field”). The Agreement also provides the Company with rights to negotiate frights to negotiate for certain additional products in the Profhilo brand family and related line extensions in the Field in the United States.
The Company will be responsible, at its sole expense, for U.S. development, clinical and regulatory activities intended to support U.S. Food and Drug Administration (“FDA”) approval of the Initial Product and will hold any resulting U.S. regulatory approval and related regulatory materials. Following FDA approval, the Company will purchase the Initial Product from IBSA under a transfer-price model, the terms of which are subject to periodic adjustment as set forth in the Agreement. The Agreement is also subject to minimum purchase requirements beginning in the fourth year following commercial launch of the Initial Product, and failure to meet such requirements may result in a conversion of the Company’s exclusive rights to non-exclusive rights or termination of the Agreement, subject to certain exceptions. The Agreement does not require the Company to make any upfront payment or milestone payments to IBSA.
The initial term of the Agreement is fifteen (15) years from the first FDA approval of the Initial Product. The Agreement may renew for successive five (5)-year terms, subject to the terms of the Agreement.
The Agreement contains various representations and warranties, covenants and other provisions that are customary for a transaction of this nature. The representations, warranties and covenants contained in the Agreement were made only for purposes of the Agreement and as of specific dates, were solely for the benefit of the parties to the Agreement, and may be subject to limitations agreed upon by the parties. The representations and warranties may have been made for the purposes of allocating contractual risk between the parties to the Agreement instead of establishing these matters as facts.
The foregoing is a summary of the terms of the Agreement and is qualified in its entirety by reference to the Agreement, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending September 30, 2026.
Item 7.01 Regulation FD Disclosure.
On July 8, 2026, the Company issued a press release announcing the execution of the Agreement. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
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 | | |
| 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 8, 2026 | /s/ David Moatazedi |
| David Moatazedi |
| President and Chief Executive Officer |