SecProbe.io

September 25, 2017
Murthy Simhambhatla
Chief Executive Officer
Evolus, Inc.
1027 Garden Street
Santa Barbara, CA
93101
Evolus, Inc.
Draft Registration Statement on Form S-1
Submitted August 28, 2017
CIK No. 0001570562Re:
Dear Dr. Simhambhatla:
We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 submitted August 28, 2017
Prospectus Summary, page 1
1. Please revise your summary to remove redundant information.  For example, you
provided information about the potential size of the market in the third paragraph
following the heading, "Our Business" and again in the discussion following the heading,
"Our Market."  Similarly, you repeat information related to your distribution agreement
with Daewoong Pharmaceuticals within the summary.

Murthy Simhambhatla
Evolus, Inc.
September 25, 2017
Page 2
Risks Associated with Our Business, page 5
2. Your summary risk factor discussion should be as prominent, with respect to presentation
and substance, as the discussion of your strengths and strategy.  Please relocate this
discussion to immediately follow "Our Strategy" and expand your bullet points to provide
additional details about the risk you are presenting.  For example, expand the fourth bullet
point to explain the circumstances which could result in losing your exclusive rights to
DWP-450; and expand the ninth bullet point to clarify that you have not pursued
regulatory approval for indications other than glabeller lines which may limit adoption of
your product.
Risk Factors
A perception of a conflict of interest of our indirect physician investors..., page 24
3. Please expand your discussion to explain the indirect and potential indirect financial
interests and investments of leading physicians in the self-pay healthcare market and
clinical investigators for any future pivotal or non-pivotal clinical trials.  In addition,
please tell us whether any of the clinical investigators in the clinical trials of DWP-450
were indirect investors in your company.
ALPHAEON and its directors and officers will have limited liability to us or you for breach of
fiduciary duty., page 38
4. We note that your certificate of incorporation provides that neither ALPHAEON, its other
affiliates, nor any of their officers, directors, agents or stockholders, will have any
obligation to present to you certain corporate opportunities.  Please revise your disclosure
to provide the types of business activities in which ALPHAEON currently engages.
Forward-Looking Statements and Statistical Data
Statistical Data, page 46
5. We note your reference to a physician survey conducted by Bernstein Research on pages
4 and 70 as well as your statement on page 46 that you obtained industry, statistical and
market data in this prospectus in part from surveys conducted by third parties.  Please tell
us whether you funded any of this research or commissioned any such reports.  If so,
please disclose your involvement and file the consent of the third party that prepared the
information as an exhibit to the registration statement.
Use of Proceeds, page 47
6. Please quantify the potential milestone payments payable to Daewoong and certain
former stockholders of your company.
Selected Financial Data, page 53
7. You state that your historical financial statements have been prepared on a standalone

Murthy Simhambhatla
Evolus, Inc.
September 25, 2017
Page 3
basis and are derived from the financial statements and accounting records of
Evolus,which is inconsistent with the disclosure on F-8 under Basis of Presentation
whereby you indicate that they are derived from ALPHAEON's financial statements.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Payment Obligation Related to our Acquisition by ALPHAEON, page 56
8. We note ALPHAEON "had" the right to terminate any future payments, including the
future perpetual royalty streams,  for a one-time lump sum payment to SCH of  $145.0
million.  Please revise your disclosure to clarify whether the right to terminate future
payments for a one-time lump sum payment continues, and whether this right will be
transferred to the company.  In addition, we note that you intend to enter into an
agreement to assume these obligations or reimburse ALPHAEON for these payments
prior to the offering.  Please file this agreement as an exhibit to this registration statement
when it is available.
JOBS Act, page 66
9. Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
Business, page 67
10. We note disclosure in Footnote 4 to the financial statements, indicating that you entered
into an agreement with Teoxane, SA in April 2014 for the rights to license, distribute and
develop DWP-450 in the European Union.  Please tell us the status of the agreement and
the basis for your determination that a discussion of the material terms is not required.
DWP-450 Overview, page 70
11. We note your disclosure on page 28 that botulinum toxin cannot be patented, but that
Daewoong has obtained a U.S. patent for the manufacturing process for botulinum toxin.
Please include a discussion of any material patents that you license, including the type of
patent protection, expiration dates, applicable jurisdictions and any contested proceedings
and/or third party claims.  Refer to Item 101(c)(1) of Regulation S-K.
Additional Safety Evaluations, page 80
12. Please explain the term "seroconversion."
Daewoong License and Supply Agreements, page 82
13. Please disclose the aggregate development and commercial milestones payable, aggregate
amounts paid to date, minimum purchase requirements and, if applicable, the royalty rate

Murthy Simhambhatla
Evolus, Inc.
September 25, 2017
Page 4
or range and the royalty term under the Daewoong License and Supply Agreement.
Please also disclose the "certain performance requirements" that you must meet for the
agreement to automatically renew.
Management, page 91
14. We note that each of your named executive officers are currently also officers of
ALPHAEON.  Please revise to clarify whether they are considered full-time employees of
the company and whether they will continue to also be officers of ALPHAEON after
completion of the offering.  If they will not be full-time employees of the company,
please revise to include risk factor disclosure concerning the part-time status of your
executive officers and disclose the number of service hours per month they will provide
to you.
Certain Relationships and Related Party Transactions, page 101
15. We note your disclosure on page 103 that as of June 30, 2017, you owed ALPHAEON
$68.6 million and that there is currently no written agreement in place governing the
terms of your related party borrowings to ALPHAEON and that you may elect to
remunerate ALPHAEON through a variety of methods.  Please clarify what you mean by
a "variety of methods" by providing examples of how you may elect to remunerate
ALPHAEON.  In addition, if any of the proceeds of the offering will be used to reimburse
ALPHAEON, please provide such disclosure in the Use of Proceeds section.  Please also
include a risk factor discussion indicating the amount of debt owed to ALPHAEON,
that you anticipate ALPHAEON may continue the development of DWP-450, that you
currently have not written agreement governing your related party borrowings and the
your alternative methods for repaying this debt.
Principal Stockholders, page 105
16. Please note that the definition of beneficial ownership under Item 403 of Regulation S-K
includes natural persons and entities with direct or indirect voting or investment power
over the shares. In this regard, please identify the person or persons with voting or
investment power over the shares held by ALPHAEON Corporation.
Notes to Financial Statements
Note 2. Summary of Significant Accounting Policies
Goodwill and Intangible Asset, page F-10
17.  We assume that the business combination that created the goodwill and intangible asset
recorded on your balance sheet relates to the October 2013 transaction described in Note
1 Description of Business whereby SCH acquired all of the Company’s outstanding
equity in exchange for 15,000 Class AA units of SCH and 15,000 Class D units of SCH.
Please provide us the details of the transaction including the amounts ascribed to
consideration transferred, the specific assets and liabilities acquired and their fair values,
how the fair value of the intangible assets was determined, and the authoritative literature

Murthy Simhambhatla
Evolus, Inc.
September 25, 2017
Page 5
on which SCH relied to record the business combination including its accounting for
the right held (and its subsequent exercise on September 30, 2014) with the Class D units
to compel SCH to sell the remaining 10% of the outstanding shares of the Company to
ALPHAEON in exchange for certain payments required to be made by ALPHAEON.
Also, provide us an analysis with reference to authoritative literature that
supports recording the assets and liabilities acquired by SCH in the Company's financial
statements..
Note 5. Commitments and Contingencies
Medytox Litigation, page F-17
18. Regarding the Medytox litigation, please disclose an estimate of the possible loss or range
of loss or a statement that such an estimate cannot be made. Refer to ASC 450-20-50-4.
Note 7. Stockholder’s Equity (Deficit)
Series A Convertible Preferred Stock , page F-20
19. Please provide us your accounting analysis supporting your carrying value of the series A
convertible preferred stock, which appears to be less than one thousand dollars. Refer to
ASC 480-10-S99-2 and S99-3A12.
You may contact Sasha Parikh at 202-551-3627 or Jim Rosenberg at 202-551-3679 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Irene Paik at 202-551-6553 or Suzanne Hayes at 202-551-3675 with any other questions.
Division of Corporation Finance
Office of Healthcare and
Insurance