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SEC Comment Letter for Evolus, Inc. (EOLS) (CIK 0001570562) (EOLS) — Jan 30, 2018

Evolus, Inc. (EOLS) (CIK 0001570562)
Date: Jan. 30, 2018 · CIK: 0001570562 · Accession: 0000000000-18-003396

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File numbers found in text: 333-222478

Date
January 30, 2018
Author
Murthy Simhambhatla
Form
UPLOAD
Company
Evolus, Inc. (EOLS) (CIK 0001570562)

Letter

January 30, 2018 Murthy Simhambhatla Chief Executive Officer Evolus, Inc. 17901 Von Karman Avenue, Suite 150 Irvine, California 92614 Re:Evolus, Inc. Amendment No. 2 to Registration Statement on Form S-1 Filed January 29, 2018 File No. 333-222478 Dear Dr. Simhambhatla: We have reviewed your amended registration statement and have the following comment. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this comment, we may have additional comments. Form S-1/A filed January 29, 2018 Prospectus Summary, page 1 1.Please revise your summary to more prominently disclose the use of $5.0 million in proceeds in partial satisfaction of your debt to ALPHAEON. 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

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January 30, 2018
Murthy Simhambhatla
Chief Executive Officer
Evolus, Inc.
17901 Von Karman Avenue, Suite 150
Irvine, California 92614
Re:Evolus, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed January 29, 2018
File No. 333-222478
Dear Dr. Simhambhatla:
            We have reviewed your amended registration statement and have the following
comment.  Please respond to this letter by amending your registration statement and providing
the requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.  After reviewing any amendment to your registration statement and the information
you provide in response to this comment, we may have additional comments.
Form S-1/A filed January 29, 2018
Prospectus Summary, page 1
1.Please revise your summary to more prominently disclose the use of $5.0 million in
proceeds in partial satisfaction of your debt to ALPHAEON.
            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