SecProbe.io

January 4, 2018
Murthy Simhambhatla
Chief Executive Officer
Evolus, Inc.
1027 Garden Street
Santa Barbara, CA 93101
Re:Evolus, Inc.
Amendment No. 2 to
Draft Registration Statement on Form S-1
Submitted December 20, 2017
CIK No. 0001570562
Dear Dr. Simhambhatla:
            We have reviewed your amended 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.
Amendment No. 2 to Draft Registration Statement on Form S-1 submitted December 20, 2017
Summary Financial Data, page 9
1.Please correct the pro forma total stockholders' deficit balance as it appears it was not
updated.

 FirstName LastNameMurthy Simhambhatla
 Comapany NameEvolus, Inc.
 June 16, 2017 Page 2
 FirstName LastNameMurthy Simhambhatla
Evolus, Inc.
January 4, 2018
Page 2
Risk Factors
A perception of a conflict of interest of our indirect physician investors..., page 29
2.Your response to our prior comment one indicates that you have disclosed the total
number of clinical investigators involved in the Phase III studies on page 30 of the
registration statement, but it appears this information has not been provided.  Please
revise your disclosure to provide this information.
Our strategy of focusing exclusively on the self-pay healthcare market..., page 32
3.Where you note that you have an option to expand your license to include
therapeutic indications, please expand your disclosure to clarify that you have entered
into a therapeutic option agreement with ALPHAEON pursuant to which you agreed not
to pursue the option and to hold the option in trust for ALPHAEON.
Use of Proceeds, page 57
4.We note your revisions in response to our prior comment 4.  Please further revise your
disclosure on page 57 to identify the amount of the net proceeds that will be used to
make Daewoong milestone payments and the amount that will be used to pay Evolus
contributors.  Note that Item 504 of Regulation S-K requires disclosure of the
approximate amount intended to be used for each purpose.
Capitalization, page 60
5.Please address the following regarding the pro forma column in the capitalization table:
•Clarify your disclosure to explain the reason for the decrease in the related party
receivable and the increase in additional paid-in capital as a result of your release as
guarantor of the note obligation.
•Clarify your disclosure to explain the reason related party borrowings are reduced as
a result of your being assigned the contingent obligation and contingent promissory
note obligation, and how the amounts assigned, which you indicate are estimated
value, are factually supportable.
•Tell us your consideration of including and/or disclosing the unwinding fee obligation
of $9.6 million that you have agreed to pay on behalf of ALPHAEON under the
agreement with Clarion.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Payment Obligation Related to our Acquisition by ALPHAEON, page 68
6.We note your disclosure on page 69 that you will direct an aggregate of $1.575 million of
the up-front payment due upon obtaining FDA approval for DWP-450 towards the
payment of a one-time bonus for certain employees pursuant to the respective terms of

 FirstName LastNameMurthy Simhambhatla
 Comapany NameEvolus, Inc.
 June 16, 2017 Page 3
 FirstName LastName
Murthy Simhambhatla
Evolus, Inc.
January 4, 2018
Page 3
their offer letters.  If any of these employees are your officers, please revise your
disclosure to identify them and indicate the amount of these individual bonuses.
Certain Relationships and Related Party Transactions
Contribution Agreement and Related Agreements, page 122
7.We note your revisions in response to our prior comment 7.  Please further revise your
disclosure to quantify the high single digit million dollar upfront payment due upon
obtaining FDA approval; the quarterly royalty rates; and the double digit million dollar
promissory note.  The obligations are provisions of agreements with related parties and
confidential treatment is generally not available for material terms that are required to be
disclosed.  For guidance, please refer to Item 404 of Regulation S-K and Section II.B.2 of
Staff Legal Bulletin No. 1 (with addendum) (July 11, 2001).
Exclusive Distribution and Supply Agreement with Clarion Medical Technologies, Inc., page
126
8.Please disclose whether the company's assumption of ALPHAEON's unwinding fee will
reduce the liabilities owed to ALPHAEON by offsetting the payment obligations under
the amended purchase agreement and the promissory note.
Therapeutic Option Letter Agreement, page 126
9.We note your disclosure that to the extent sales under the ALPHAEON-Daewoong
agreement require royalty payments to be made to the Evolus contributors, ALPHAEON
will have the option to make quarterly payments to you equal to a low single digit
percentage of net sales of the therapeutic indications of DWP-450.  Please revise your
disclosure to clarify whether you expect these payments to be sufficient to cover all
required payments to Evolus contributors.
            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 & Insurance
cc: Michael A. Hedge - K&LGates LLP