SecProbe.io

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 June 10, 2026

David Moatazedi
Chief Executive Officer
Evolus, Inc.
520 Newport Center Drive, Suite 1200
Newport Beach, CA 92660

 Re: Evolus, Inc.
 Registration Statement on Form S-3
 Filed June 5, 2026
 File No. 333-296556
Dear David Moatazedi:
 This is to advise you that we have not reviewed and will not review your
registration
statement.
 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you that
the company and its management are responsible for the accuracy and adequacy of
their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.
 Please contact Jason Drory at 202-551-8342 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Andra Troy
</TEXT>
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 Document Evolus, Inc. 520 Newport Center Dr., Suite 1200 Newport Beach, CA 92660 June 10, 2026 VIA EDGAR Division of Corporation Finance Office of Life Sciences United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-3628 Attention: Jason Drory Re: Request for Effectiveness for Evolus, Inc. Registration Statement on Form S-3 (File No. 333-296556) Dear Mr. Drory: Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Evolus, Inc. (the “ Registrant ”) hereby respectfully requests that the effectiveness of the above-referenced Registration Statement be accelerated to 4:00 p.m. Eastern Time, on June 12, 2026, or as soon thereafter as practicable. The Registrant respectfully requests that you notify Andra Troy of O’Melveny & Myers LLP of such effectiveness by telephone at (212) 728-5731. If you have any questions or comments regarding the foregoing, please do not hesitate to contact Ms. Troy at the telephone number above. Very truly yours, Evolus, Inc. By: /s/ Jeffrey Plumer Name: Jeffrey Plumer Title: General Counsel & Corporate Secretary cc: Andra Troy, O’Melveny & Myers LLP David Moatazedi, Evolus, Inc.

December 18, 2024
Sandra Beaver
Chief Financial Officer
Evolus, Inc.
520 Newport Center Dr.
Suite 1200
Newport Beach, CA 92660
Re:Evolus, Inc.
Form 10-K for Fiscal Year Ended December 31, 2023
File No. 001-38381
Dear Sandra Beaver:
            We have completed our review of your filings. We remind you that the company and
its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

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December 12, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

Mail Stop 3561

100 F. Street, N.E.

Washington, D.C. 20549

Attn: Tara Harkins

Re:

 Evolus, Inc.

Form 10-K for Fiscal Year Ended December 31, 2023
Form 8-K filed on November 6, 2024

File No. 001-38381

On behalf of Evolus, Inc., a Delaware corporation (the “Company”), this letter sets forth the Company’s response to the comment of the staff (the “Staff”) of the U.S. Securities and Exchange Commission set forth in its letter to the Company dated November 14, 2024 (the “Comment Letter”). The Company’s response is preceded by a reproduction of the corresponding Staff comment in italics as set forth in the Comment Letter.

Form 10-K for Fiscal Year Ended December 31, 2023
Item 8. Consolidated Financial Statements and Supplementary Data. Note 2. Basis of Presentation and Summary of Significant Accounting Policies Inventories , page 73

1.We note your disclosure that you determine your inventory cost based upon your estimated amount payable to your supplier after accounting for any reimbursement receivable pursuant to the Daewoong Settlement Agreement using the first-in, first- out method with prioritization of the items with the earliest expiration dates. We note similar disclosures within your June 30, 2024 Form 10-Q whereby you determine cost using the first-in, first-out method with prioritization of the items with the earliest expiration dates. Please tell us and revise future filings to explain in more detail how your accounting policy, including the prioritization of items based on expiration dates, complies with the guidance in ASC 330-10-30 and 35.

Company Response:

The Company respectfully acknowledges the Staff’s comment. The Company confirms that it will clarify and revise its disclosure in its future filings with the Commission, commencing with the Company’s upcoming Annual Report on Form 10-K for the fiscal year ending December 31, 2024.

The Company purchases its sole commercial product, Jeuveau®, from its only supplier at a fixed price per unit per the license and supply agreement with the supplier. Inventories are valued at the lower of cost and net realizable value, using the first-in, first-out method, in accordance with ASC 330-10-30 and 35.

The Company will revise its Annual Report on Form 10-K for the year ending December 31, 2024 in response to the Staff’s comment as follows (marked to show changes):

“Inventories consist of finished goods held for sale and distribution. Cost is determined using the first-in, first-out method. based on the estimated amount payable to the Company’s supplier, using the first-in, first-out method with prioritization of the items with the earliest expiration dates. Inventory is measured at the lower of cost and net realizable value based on a number of factors including, but not limited to, damage, expiration, or changes in price level. Inventory valuation reserves are established based on a number of factors including, but not limited to, finished goods not meeting product specifications, product excess and obsolescence, or application of the lower of cost or net realizable value concepts. The determination of events requiring the establishment of inventory valuation reserves, together with the calculation of the amount of such reserves may require judgment. No material inventory valuation reserves have been recorded for the periods presented. Adverse changes in assumptions utilized in the Company’s inventory reserve calculations could result in an increase to its inventory valuation reserves.

Product cost of sales, excluding amortization of intangible assets, consisted of the inventory cost, amortization of distribution right intangible assets related to Jeuveau® and certain royalties on the sale of Jeuveau® payable to Medytox pursuant to the Medytox Settlement Agreements (as such term is defined in Note 10. Medytox Settlement Agreements).”

Form 8-K filed on November 6, 2024 Exhibit 99.1, page 9

2.We note that you present operating expenses that exclude product cost of sales (excluding amortization of intangible assets) as a non-GAAP measure. Please tell us how you considered the guidance in Question 100.01 the Compliance and Disclosure Interpretations for Non-GAAP Financial Measures since product cost of sales are normal, recurring, cash operating expenses necessary to operate your business.

Company Response:

The Company respectfully acknowledges the Staff’s comment.  The Company has considered the guidance provided in Question 100.01 of the Compliance and Disclosure Interpretations for Non-GAAP Financial Measures. While the Company does not believe that its presentation of non-GAAP operating expenses was misleading to investors, the Company understands that product cost of sales are normal, recurring cash operating expenses necessary to operate its business and that exclusion of product cost of sales from non-GAAP operating expenses could be viewed as contrary to the Staff’s guidance.

In light of the Staff’s comment, the Company has reviewed industry practices and has found that many commercial pharmaceutical and medical device companies present cost of sales separately from operating expenses.  This presentation allows direct costs to be distinguished from other operational costs. The Company believes this separation can offer a clearer view of gross profit.

To enhance the clarity and understanding of the Company’s financial disclosures, starting with the Company’s Form 10-K for the year ending December 31, 2024 and in accordance with Accounting Standards Codification Topic 250, the Company plans to make the following changes in presentation in the Consolidated Statements of Operations and Comprehensive Loss for all periods presented:

•Present cost of sales below total net revenue with a subtotal for gross profit, and

•Reclassify the amortization of the distribution right intangible assets related to Jeuveau® from depreciation and amortization to cost of sales.

With these changes, product cost of sales (excluding amortization of intangible assets) will no longer appear under operating expenses.

As a result, going forward, the Company will update the definition of its supplemental non-GAAP operating expense measure in its earnings release to exclude only (i) the revaluation of contingent royalty obligations, (ii) stock-based compensation expense, and (iii) depreciation and amortization. The Company will also adjust its presentation format for prior periods in any future disclosures to match the new presentation.

If you have any questions or comments concerning this letter, please do not hesitate to call me at (949) 823-7968 or Mark Peterson at (949) 823-6971.

   Sincerely,

   /s/ Shelly Heyduk

   Shelly Heyduk

   of O’Melveny & Myers LLP

cc: Sandra Beaver, Evolus, Inc.

 Jeffrey Plumer, Evolus, Inc.

 Mark Peterson, O’Melveny & Myers LLP

November 14, 2024
Sandra Beaver
Chief Financial Officer
Evolus, Inc.
520 Newport Center Dr.
Suite 1200
Newport Beach, CA 92660
Re:Evolus, Inc.
Form 10-K for Fiscal Year Ended December 31, 2023
Form 8-K filed on November 6, 2024
File No. 001-38381
Dear Sandra Beaver:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.

November 14, 2024
Page 2
Form 10-K for Fiscal Year Ended December 31, 2023
Item 8. Consolidated Financial Statements and Supplementary Data.
Note 2. Basis of Presentation and Summary of Significant Accounting Policies
Inventories , page 73
1.We note your disclosure that you determine your inventory cost based upon your
estimated amount payable to your supplier after accounting for any reimbursement
receivable pursuant to the Daewoong Settlement Agreement using the first-in, first-
out method with prioritization of the items with the earliest expiration dates.  We note
similar disclosures within your June 30, 2024 Form 10-Q whereby you determine cost
using the first-in, first-out method with prioritization of the items with the earliest
expiration dates.  Please tell us and revise future filings to explain in more detail how
your accounting policy, including the prioritization of items based on expiration
dates, complies with the guidance in ASC 330-10-30 and 35.
Form 8-K filed on November 6, 2024
Exhibit 99.1, page 9
2.We note that you present operating expenses that exclude product cost of sales
(excluding amortization of intangible assets) as a non-GAAP measure. Please tell us
how you considered the guidance in Question 100.01 the Compliance and Disclosure
Interpretations for Non-GAAP Financial Measures since product cost of sales are
normal, recurring, cash operating expenses necessary to operate your business.
            In closing, we remind you that the company and its management are responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review, comments,
action or absence of action by the staff.
            Please contact Tara Harkins at 202-551-3639 or Lynn Dicker at 202-551-3616 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

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Evolus, Inc.

520 Newport Center Dr., Suite 1200

Newport Beach, CA 92660

June 7, 2023

VIA EDGAR

Division of Corporation Finance

Office of Life Sciences

United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-3628

Attention: Laura Crotty

Re:

 Request for Effectiveness for Evolus, Inc.

Registration Statement on Form S-3 (File No. 333-270370)

Dear Ms. Crotty:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Evolus, Inc. (the “Registrant”) hereby respectfully requests that the effectiveness of the above-referenced Registration Statement be accelerated to 4:00 p.m. Eastern Time, on June 8, 2023, or as soon thereafter as practicable. The Registrant respectfully requests that you notify Shelly Heyduk of O’Melveny & Myers LLP of such effectiveness by telephone at (949) 823-7968.

If you have any questions or comments regarding the foregoing, please do not hesitate to contact Ms. Heyduk at the telephone number above.

   Very truly yours,

   Evolus, Inc.

   By: /s/ David Moatazedi

   Name: David Moatazedi

   Title: President and CEO

cc: Shelly Heyduk, O’Melveny & Myers LLP

 Mark Peterson, O’Melveny & Myers LLP

 Jeffrey Plumer, Evolus, Inc.

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O’Melveny & Myers LLP
610 Newport Center Drive
17th Floor
Newport Beach, CA 92660 T: +1 949 823 7968
omm.com

April 14, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

Mail Stop 3561

100 F. Street, N.E.

Washington, D.C. 20549

Attn: Laura Crotty

Re:

 Evolus, Inc.

Registration Statement on Form S-3

Filed March 8, 2023

File No. 333-270370

On behalf of Evolus, Inc., a Delaware corporation (the “Company”), this letter sets forth the Company’s response to the comment of the staff (the “Staff”) of the U.S. Securities and Exchange Commission set forth in its letter to the Company dated March 30, 2023 (the “Comment Letter”). The Company’s response is preceded by a reproduction of the corresponding Staff comment in italics as set forth in the Comment Letter.

Registration Statement on Form S-3 filed March 8, 2023

General

1.Please disclose the recent bankruptcy of SVB Securities’ parent company and describe any impact that may have on your at-the-market offering or SVB Securities’ ability to perform its selling agent duties in that offering. If you do not expect the bankruptcy to have any impact on the offering or SVB Securities’ ability to serve as selling agent, disclose why and provide the basis for that belief. Also include a risk factor that describes any risks that may arise as a result of the bankruptcy. If you do not believe that a description of any such risks is necessary, disclose why and provide the basis for that belief.

Company Response:

In response to the Staff’s comment, the Company has added disclosure to the Plan of Distribution and Risk Factors sections on page S-6 and S-11 to S-12, respectively, of the prospectus included in the above-referenced registration statement on Form S-3 relating to the Company’s at-the-market offering of $50 million of shares of its common stock through SVB Securities LLC (“SVB Securities”).

Based on information provided to the Company by SVB Securities, as well as other publicly available information, including public disclosures made by SVB Financial Group (“SVBFG”), the ultimate parent of SVB Securities, the Company respectfully advises the Staff of its understanding that:

•SVB Securities (previously known as SVB Leerink, and before that, Leerink Partners), is a broker-dealer, registered with the SEC, FINRA, each state and various other self-regulatory organizations. SVB Securities provides investment banking services across the healthcare and technology sectors. SVB Securities focuses on the following product and service offerings: capital raising, M&A advisory, structured finance, equity research and sales and trading.

•SVB Securities was acquired by SVBFG in January 2019. At all times since the acquisition, SVB Securities has been a wholly-owned indirect subsidiary of SVBFG. There has never been any cross-ownership between any of SVBFG’s other past or present operating units, including Silicon Valley Bank. SVB Securities conducts its day-to-day operations under the supervision of its own management, with its own employees, that do not overlap with the management and employees of SVBFG or SVBFG’s other subsidiaries. Importantly, SVB Securities also holds and operates with its own capital, that is separate from and not commingled with assets of the other SVBFG operations. As it did prior to the 2019 acquisition, SVB Securities today operates independently of, and is not dependent upon, SVBFG or any of SVBFG’s other subsidiaries.

•Prior to March 10, 2023, SVBFG owned and operated Silicon Valley Bank, a state-chartered bank.  On March 10, the California authorities closed Silicon Valley Bank and appointed the Federal Deposit Insurance Corporation (the “FDIC”) as receiver. The FDIC subsequently disclosed that it sold the deposits and loans of Silicon Valley Bank to First Citizens Bank.  As noted above, SVB Securities is a separate legal entity from Silicon Valley Bank. At no time did any of the entities that comprised the Silicon Valley Bank business unit own any of the equity in SVB Securities; nor did Silicon Valley Bank hold any of SVB Securities’ bank deposits or other investments comprising SVB Securities’ regulatory capital. As such, the FDIC transactions had no direct impact on SVB Securities or its operations.

•On March 17, 2023, SVBFG commenced its voluntary Chapter 11 proceeding to preserve value. As disclosed by SVBFG, neither SVB Securities nor any of its assets is included in the Chapter 11 filing. SVB Securities continues to operate in the ordinary course and is not subject to oversight by the Bankruptcy Court. SVB Securities has not been requested, nor does it presently intend, to provide any financial assistance or capital to SVBFG during the pendency of the Chapter 11 proceeding. In connection with SVBFG’s voluntary bankruptcy filing, SVBFG announced that it is evaluating strategic alternatives for its businesses, including SVB Securities.

•SVB Securities is well-capitalized in excess of regulatory net capital requirements. SVB Securities’ Statement of Financial Condition filed with the SEC as part of its FOCUS Report disclosed that, as of December 31, 2022, SVB Securities had regulatory net capital of approximately $133.2 million, which was approximately $112.6 million in excess of its required net capital as of that date. SVB Securities has informed the Company that, as of March 31, 2023, its excess regulatory net capital remained approximately $112 million. Because SVB Securities is not part of the SVBFG bankruptcy filing, creditors of SVBFG do not have any claims to any assets of SVB Securities.

The Company further respectfully advises the Staff that the Company and SVB Securities have a long-standing and successful business relationship. SVB Securities was the lead-left bookrunner for the Company’s November 2019 and April 2021 underwritten public offerings, which raised aggregate gross proceeds in excess of $175 million. SVB Securities was also the sales agent for the Company’s 2021 at-the-market offering, which raised aggregate gross proceeds in excess of $11 million. In addition, SVB Securities served as the Company’s exclusive financial advisor in connection with the $125 million credit facility that it entered into in December 2021. The Company selected SVB Securities as its selling agent for the present at-the-market offering based on this deep relationship and SVB Securities’ expertise in these types of transactions. SVB Securities remains focused on providing quality advice and services to the Company and its other clients.

Finally, the Company notes that the Sales Agreement that the Company entered into with SVB Securities does not constitute a commitment by SVB Securities to underwrite or otherwise place any of the Company’s common stock. Instead, SVB Securities has agreed to use its commercially reasonable efforts to sell shares on the Company’s behalf if and when the Company delivers a placement notice to SVB Securities, all in amounts and at prices set forth in such notice. The Company may terminate the Sales Agreement at any time by giving SVB Securities three days’ prior notice.

Based on the foregoing, the Company does not believe that the bankruptcy of SVBFG or SVBFG’s evaluation of strategic alternatives with respect to SVB Securities will have any impact on the at-the market-offering or SVB Securities’ ability to serve as the Company’s selling agent. In response to the Staff’s comment, however, the Company has added a risk factor to describe risks that may arise if the Company’s sales agreement with SVB Securities is terminated for any reason by the Company or SVB Securities whether due to these events or otherwise.

If you have any questions or comments concerning this letter, please do not hesitate to call me at (949) 823-7968 or Mark Peterson at (949) 823-6971.

Sincerely,

/s/ Shelly Heyduk

Shelly Heyduk

of O’Melveny & Myers LLP

cc: David Moatazedi, Evolus, Inc.

 Jeffrey Plumer, Evolus, Inc.

 Mark Peterson, O’Melveny & Myers LLP

United States securities and exchange commission logo
March 30, 2023
David Moatazedi
President and Chief Executive Officer
Evolus, Inc.
520 Newport Center Drive, Suite 1200
Newport Beach, California 92660
Re:Evolus, Inc.
Registration Statement on Form S-3
Filed March 8, 2023
File No. 333-270370
Dear David Moatazedi:
            We have limited our review of your registration statement to those issues we have
addressed in our 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.
Registration Statement on Form S-3 filed March 8, 2023
General
1.Please disclose the recent bankruptcy of SVB Securities’ parent company and describe
any impact that may have on your at-the-market offering or SVB Securities’ ability to
perform its selling agent duties in that offering.  If you do not expect the bankruptcy to
have any impact on the offering or SVB Securities’ ability to serve as selling agent,
disclose why and provide the basis for that belief.  Also include a risk factor that describes
any risks that may arise as a result of the bankruptcy.  If you do not believe that a
description of any such risks is necessary, disclose why and provide the basis for that
belief.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of

 FirstName LastNameDavid Moatazedi
 Comapany NameEvolus, Inc.
 March 30, 2023 Page 2
 FirstName LastName
David Moatazedi
Evolus, Inc.
March 30, 2023
Page 2
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Laura Crotty at 202-551-7614 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Shelly Heyduk, Esq.

September 20, 2019
Lauren Silvernail
Chief Financial Officer
Evolus, Inc.
520 Newport Center Drive
Suite 1200
Newport Beach, CA
92660
Re:Evolus, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2018
Filed March 20, 2019
File No. 001-38381
Dear Ms. Silvernail:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance

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[OMM Letterhead]

August 12, 2019

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 3561

100 F. Street, N.E.

Washington, D.C. 20549

Attn:    Rolf Sundwall

Christine Torney

Re:

 Evolus, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2018

Filed March 20, 2019

File No. 001-38381

On behalf of Evolus, Inc., a Delaware corporation (the “Company”), this letter sets forth the Company’s response to the comment of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) set forth in its letter to the Company dated August 5, 2019 (the “Comment Letter”). The Company’s response is preceded by a reproduction of the corresponding Staff comment in italics as set forth in the Comment Letter.

Form 10-K for the Fiscal Year Ended December 31, 2018

Item 15. Exhibits, Financial Statement Schedules, page 134

1.

 Please amend your filing to provide new certifications filed as Exhibits 31.1 and 31.2 to conform exactly to that provided in Item 601(b)(31) of Regulation S-K as it relates to internal control over financial reporting (ICFR). In this regard, the introductory sentence in paragraph 4 should refer to ICFR as defined in the Exchange Act and certification 4(b) should discuss your obligations related to ICFR. Similarly, please amend the 10-Q for the quarterly period ended March 31, 2019.

Company Response:  The Company respectfully acknowledges the Staff’s comment. In response to the Staff’s comment, the Company has amended the Form 10-K for the fiscal year ended December 31, 2018 and the Form 10-Q for the quarterly period ended March 31, 2018 to revise the Principal Executive Officer and Principal Financial Officer certifications, filed as Exhibits 31.1 and 31.2 to each filing, to conform exactly to the language provided in Item 601(b)(31) as it relates to internal control over financial reporting and has included both the introductory sentence within paragraph 4 regarding internal control over financial reporting and paragraph 4(b) of Item 601(b)(31) of Regulation S-K.

If you have any questions or comments concerning this letter, please do not hesitate to call me at (949) 823-7968 or e-mail me at sheyduk@omm.com.

Sincerely,

/s/ Shelly Heyduk

Shelly Heyduk

of O’Melveny & Myers LLP

cc:

 David Moatazedi, Evolus, Inc.

Jeffrey Plumer, Evolus, Inc.

August 5, 2019
Lauren Silvernail
Chief Financial Officer
Evolus, Inc.
520 Newport Center Drive
Suite 1200
Newport Beach, CA
92660
Re:Evolus, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2018
Filed March 20, 2019
File No. 001-38381
Dear Ms. Silvernail:
            We have reviewed your filing and have the following comment.  In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
            Please respond to the comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to the comment, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2018
Item 15. Exhibits, Financial Statement Schedules, page 134
1.Please amend your filing to provide new certifications filed as Exhibits 31.1 and 31.2 to
conform exactly to that provided in Item 601(b)(31) of Regulation S-K as it relates to
internal controls over financial reporting (ICFR). In this regard, the introductory
sentence in paragraph 4 should refer to ICFR as defined in the Exchange Act and
certification 4(b) should discuss your obligations related to ICFR. Similarly, please amend
the 10-Q for the quarterly period ended March 31, 2019.

 FirstName LastNameLauren Silvernail
 Comapany NameEvolus, Inc.
 August 5, 2019 Page 2
 FirstName LastName
Lauren Silvernail
Evolus, Inc.
August 5, 2019
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Rolf Sundwall at 202-551-3105 or Christine Torney at 202-551-3652
with any questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance

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Evolus, Inc.

520 Newport Center Drive, Suite 1200

Newport Beach, CA 92660

April 11, 2019

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn:    Christine Westbrook

Joe McCann

Re:    Evolus, Inc.

Registration Statement on Form S-3

File No. 333-230466

Request for Acceleration

Acceleration Request

Request Date: April 15, 2019

Request Time: 4:00 p.m. Eastern Time (or as soon thereafter as practicable)

Dear Ms. Westbrook:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Evolus, Inc., a Delaware corporation (the “Registrant”), hereby respectfully requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-3 (File No. 333-230466) to become effective at 4:00 p.m. Eastern Time on April 15, 2019, or as soon thereafter as practicable, or at such later time as the Registrant or its counsel may orally request via telephone call to the staff of the Commission. The Registrant hereby authorizes K&L Gates LLP, counsel to the Company, to orally modify or withdraw this request for acceleration.

The Registrant requests that it be notified of such effectiveness by a telephone call to Michael A. Hedge at (949) 623-3519, or in his absence, Jason C. Dreibelbis at (949) 623-3543.

Sincerely,

EVOLUS, INC.

By: /s/ David Moatazedi

       David Moatazedi

       President and Chief Executive Officer

cc:

 Jeffrey J. Plumer, Evolus, Inc.

Michael A. Hedge, K&L Gates LLP

Jason C. Dreibelbis, K&L Gates LLP

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  K&L Gates LLP

1 Park Plaza

Twelfth Floor

Irvine, CA 92614

T +1 949 253 0900    F +1 949 253 0902  klgates.com

April 10, 2019

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 3561

100 F. Street, N.E.

Washington, D.C. 20549

Attn:    Christine Westbrook

Joe McCann

Re:

 Evolus, Inc.

Registration Statement on Form S-3

Filed March 22, 2019

File No. 333-230466

Evolus, Inc., a Delaware corporation (the “Company”) hereby provides the following information in response to the comments received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) in its letter to the Company dated April 4, 2019 (the “Comment Letter”). The Company’s responses are preceded by a reproduction of the corresponding Staff comments in italics as set forth in the Comment Letter.

In addition, if the Staff would like hard copies of Amendment No. 1 (“Amendment No. 1”) to the Registration Statement on Form S-3 (the “Registration Statement”) as filed with the Commission on April 10, 2019, marked against the Registration Statement as filed with the Commission on March 22, 2019, please so advise and we would be happy to provide such copies. All page number references contained in the Company’s responses below correspond to the page numbers in Amendment No. 1.

Description of Capital Stock

Anti-Takeover Effects of Provisions of our Certificate of Incorporation, Bylaws and Delaware Law

Exclusive Jurisdiction, page 12

1.

 We note your disclosure that your certificate of incorporation provides that the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for, among others, “any derivative action.”  We also refer to Article VIII, Section C of your amended and restated certificate of incorporation, which defines “Internal corporate claim” in a manner that limits the scope of the forum selection provision.  Accordingly, please revise your prospectus disclosure to clarify the scope of this provision, or explain to us how the prospectus disclosure is consistent with the Charter.  Additionally, on page 4, please present a separately captioned risk factor related to the exclusive forum provision and include a discussion explaining that this provision could limit a shareholder’s ability to bring a claim in a judicial forum that it finds favorable for such disputes.  In this regard, we note that the risk factor incorporated by reference from pages 57-58 broadly focuses on anti-takeover provisions and that the forum discussion on page 58 does not explain how the provision could limit a shareholder’s ability to sue.

Company Response:  The Company respectfully acknowledges the Staff’s comment.  In response to the Staff’s comment, the Company has revised the disclosure on page 12 of Amendment No. 1 as follows to correspond to Article VIII, Section C of the Company’s amended and restated certificate of incorporation:

“Exclusive Jurisdiction. Our certificate of incorporation provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for all “internal corporate claims.”  “Internal corporate claims” means claims, (i) that are based upon a violation of a duty by a current or former director or officer or stockholder in such capacity, or (ii) as to which Title 8 of the DGCL confers jurisdiction upon the Court of Chancery, except for, as to each of (i) and (ii) above, any claim as to which the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or for which the Court of Chancery does not have subject matter jurisdiction.”

In addition, in response to the Staff’s comment, the Company has added the following risk factor on page 4 of Amendment No. 1:

“Our certificate of incorporation designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or agents.

Our certificate of incorporation provides that, unless we consent in writing to an alternative forum, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for any derivative action or proceeding brought on our behalf, any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, employees or agents to us or our stockholders, any action asserting a claim arising pursuant to any provision of the DGCL, our certificate of incorporation or our bylaws or any action asserting a claim that is governed by the internal affairs doctrine, in each case subject to the Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein and the claim not being one which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery or for which the Court of Chancery does not have subject matter jurisdiction. Any person purchasing or otherwise acquiring any interest in any shares of our capital stock shall be deemed to have notice of and to have consented to this provision of our certificate of incorporation. This choice of forum provision may limit our stockholders’ ability to bring a claim in a judicial forum that they find favorable for disputes with us or our directors, officers, employees or agents, which may discourage such lawsuits against us and our directors, officers, employees and agents even though an action, if successful, might benefit our stockholders. Stockholders who do bring a claim in the Court of Chancery could face additional litigation costs in pursuing any such claim, particularly if they do not reside in or near Delaware. The Court of Chancery may also reach different judgments or results than would other courts, including courts where a stockholder considering an action may be located or would otherwise choose to bring the action, and such judgments or results may be more favorable to us than to our stockholders. Alternatively, if a court were to find this provision of our certificate of incorporation inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could have a material adverse effect on our business, financial condition or results of operations.”

General

2.

 With reference to the shares held by ALPHAEON Corporation, we note that ALPHAEON owns 56% of your outstanding common stock and is identified in your most recent Form 10-K as both your “parent” company and your controlling stockholder.  Given this relationship, you are not permitted to rely on Securities Act Rule 415(a)(1)(i) to register the shares because the rule excludes securities offered by a “person of which the registrant is a subsidiary.”  Accordingly, please amend your registration statement to remove references to a secondary offering and identify ALPHAEON as an underwriter.  For additional guidance, refer to Securities Act Compliance and Disclosure Interpretations, Question 212.15.

Company Response:  The Company respectfully acknowledges the Staff’s comment.  In response to the Staff’s comment, the Company has identified ALPHAEON as an underwriter in Amendment No. 1 and has removed references to a secondary offering with respect to ALPHAEON.

Please acknowledge receipt of this letter by stamping the enclosed copy and returning it in the enclosed stamped and self-addressed envelope. If you have any questions or comments concerning these responses, please do not hesitate to call me at (949) 623-3519 or e-mail me at michael.hedge@klgates.com.

Sincerely,

/s/ Michael Hedge

Michael A. Hedge

K&L Gates LLP

cc:

 David Moatazedi, Evolus, Inc.

Jeffrey Plumer, Evolus, Inc.

Jason C. Dreibelbis, K&L Gates LLP

April 4, 2019
David Moatazedi
President and Chief Executive Officer
Evolus, Inc.
520 Newport Center Drive, Suite 1200
Newport Beach, CA 92660
Re:Evolus, Inc.
Registration Statement on Form S-3
Filed March 22, 2019
File No. 333-230466
Dear Mr. Moatazedi:
            We have limited our review of your registration statement to those issues we have
addressed in our 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-3 filed on March 22, 2019
Description of Capital Stock
Anti-Takeover Effects of Provisions of our Certificate of Incorporation, Bylaws and Delaware
Law
Exclusive Jurisdiction, page 12
1.We note your disclosure that your certificate of incorporation provides that the Court of
Chancery of the State of Delaware shall be the sole and exclusive forum for, among
others, “any derivative action.”  We also refer to Article VIII, Section C of your amended
and restated certificate of incorporation, which defines “Internal corporate claim” in a
manner that limits the scope of the forum selection provision.  Accordingly, please revise
your prospectus disclosure to clarify the scope of this provision, or explain to us how the
prospectus disclosure is consistent with the Charter.  Additionally, on page 4 please

 FirstName LastNameDavid Moatazedi
 Comapany NameEvolus, Inc.
 April 4, 2019 Page 2
 FirstName LastName
David Moatazedi
Evolus, Inc.
April 4, 2019
Page 2
present a separately captioned risk factor related to the exclusive forum provision and
include a discussion explaining that this provision could limit a shareholder's ability to
bring a claim in a judicial forum that it finds favorable for such disputes.  In this regard,
we note that the risk factor incorporated by reference from pages 57-58 of your Form 10-
K broadly focuses on anti-takeover provisions and that the forum discussion on page 58
does not explain how the provision could limit a shareholder’s ability to sue.
General
2.With reference to the shares held by ALPHAEON Corporation, we note that ALPHAEON
owns 56% of your outstanding common stock and is identified in your most recent Form
10-K filing as both your “parent” company and your controlling stockholder.  Given this
relationship, you are not permitted to rely on Securities Act Rule 415(a)(1)(i) to register
the shares because the rule excludes securities offered by “a person of which the registrant
is a subsidiary.”  Accordingly, please amend your registration statement to remove
references to a secondary offering and identify ALPHAEON as an underwriter.  For
additional guidance, refer to Securities Act Rules Compliance and Disclosure
Interpretations, Question 212.15.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Christine Westbrook at 202-551-5019 or Joe McCann at 202-551-6262
with any questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Michael A. Hedge, Esq.

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Evolus, Inc.

17901 Von Karman Avenue, Suite 150

Irvine, California 92614

July 16, 2018

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn:    Christine Westbrook

Re:

 Evolus, Inc.

Registration Statement on Form S-1

File No. 333-226186

Request for Acceleration

Acceleration Request

Request Date: July 18, 2018

Request Time: 4:05 p.m. Eastern Time (or as soon thereafter as practicable)

Dear Ms. Westbrook:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Evolus, Inc., a Delaware corporation (the “Registrant”), hereby respectfully requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-1 (File No. 333-226186), to become effective at 4:05 p.m. Eastern Time on July 18, 2018, or as soon thereafter as practicable, or at such later time as the Registrant or its counsel may orally request via telephone call to the staff of the Commission. The Registrant hereby authorizes K&L Gates LLP, counsel to the Company, to orally modify or withdraw this request for acceleration.

The Registrant requests that it be notified of such effectiveness by a telephone call to Michael A. Hedge at (949) 623-3519, or in his absence, Alexa M. Ekman at (949) 623-3603.

 Sincerely,

 EVOLUS, INC.

 By: /s/ David Moatazedi

       David Moatazedi

       President and Chief Executive Officer

cc:

 Jeffrey J. Plumer, Evolus, Inc.

Michael A. Hedge, K&L Gates LLP

Alexa M. Ekman, K&L Gates LLP

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Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 3561

100 F. Street, N.E.

Washington, D.C. 20549

Attention:    Christine Westbrook

July 16, 2018

Re:

 Evolus, Inc.

Registration Statement on Form S-1 (File No. 333-226186)

Ladies and Gentlemen:

In connection with the above-captioned Registration Statement, pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), we, as representatives of the several Underwriters, wish to advise you that 125 copies of the prospectus dated July 16, 2018, were distributed during the period July 16, 2018 through the date hereof to prospective underwriters, institutions, dealers and others.

We will comply, and have been informed by the participating underwriters that they will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

In accordance with Rule 461 of the Act, we hereby join in the request of the registrant for acceleration of the effective date of the above-captioned Registration Statement so that it becomes effective at 4:05 p.m. Eastern Time on July 18, 2018 or as soon thereafter as practicable.

[SIGNATURE PAGE FOLLOWS]

Very truly yours,

Cantor Fitzgerald & Co.

Mizuho Securities USA LLC

Acting severally on behalf of themselves and the several Underwriters

Cantor Fitzgerald & Co.

By:    /s/ John Belle

Name: John Belle

Title: Chief Operating Officer

Mizuho Securities USA LLC

By:    /s/ Stephen Roney

Name: Stephen Roney

Title: Managing Director

[SIGNATURE PAGE TO ACCELERATION REQUEST]

July 11, 2018
David Moatazedi
President and Chief Executive Officer
Evolus, Inc.
17901 Von Karman Avenue, Suite 150
Irvine, CA 92614
Re:Evolus, Inc.
Draft Registration Statement on Form S-1
Submitted July 2, 2018
CIK No. 0001570562
Dear Mr. Moatazedi:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement no later than 48 hours prior
to the requested effective date and time. Please refer to Rules 460 and 461 regarding requests for
acceleration. We remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Christine Westbrook at 202-551-5019 with any questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Michael A. Hedge, Esq.

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Evolus, Inc.

17901 Von Karman Avenue, Suite 150

Irvine, California 92614

February 5, 2018

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn:

 Irene Paik

 Suzanne Hayes

Re:

 Evolus, Inc.

 Registration Statement on Form S-1

 File No. 333-222478

 Request for Acceleration

Acceleration Request

Request Date: February 7, 2018

Request Time: 4:30 p.m. Eastern Time (or as soon thereafter as practicable)

Dear Ms. Paik:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Evolus, Inc., a Delaware corporation (the “Registrant”), hereby respectfully requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-1 (File No. 333-222478), to become effective at 4:30 p.m. Eastern Time on February 7, 2018, or as soon thereafter as practicable, or at such later time as the Registrant or its counsel may orally request via telephone call to the staff of the Commission. The Registrant hereby authorizes K&L Gates LLP, counsel to the Company, to orally modify or withdraw this request for acceleration.

The Registrant requests that it be notified of such effectiveness by a telephone call to Michael A. Hedge at (949) 623-3519, or in his absence, Alexa M. Ekman at (949) 623-3603.

Sincerely,

EVOLUS, INC.

By:

 /s/ Murthy Simhambhatla, Ph.D.

 Murthy Simhambhatla, Ph.D.

 President and Chief Executive Officer

cc:

 Jeffrey J. Plumer, Evolus, Inc.

 Michael A. Hedge, K&L Gates LLP

 Alexa M. Ekman, K&L Gates LLP

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		Document

Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 3561

100 F. Street, N.E.

Washington, D.C. 20549

Attention:

 Irene Paik

 Suzanne Hayes

February 5, 2018

Re:

 Evolus, Inc.
Registration Statement on Form S-1 (File No. 333-222478)

Ladies and Gentlemen:

In connection with the above-captioned Registration Statement, pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), we, as representatives of the several Underwriters, wish to advise you that 485 copies of the prospectus dated January 29, 2018, were distributed during the period January 29, 2018 through the date hereof to prospective underwriters, institutions, dealers and others.

We will comply, and have been informed by the participating underwriters that they will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

In accordance with Rule 461 of the Act, we hereby join in the request of the registrant for acceleration of the effective date of the above-captioned Registration Statement so that it becomes effective at 4:30 p.m. Eastern Time on February 7, 2018 or as soon thereafter as practicable.

[SIGNATURE PAGE FOLLOWS]

Very truly yours,

CANTOR FITZGERALD & CO.

MIZUHO SECURITIES USA LLC

Acting severally on behalf of themselves and the several Underwriters

CANTOR FITZGERALD & CO.

By:

 /s/ John Belle

Name:

 John Belle

Title:

 Chief Operating Officer

MIZUHO SECURITIES USA LLC

By:

 /s/ Stephen Roney

Name:

 Stephen Roney

Title:

 Managing Director

[SIGNATURE PAGE TO ACCELERATION REQUEST]

CORRESP
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K&L Gates LLP

1 Park Plaza

Twelfth Floor

Irvine, CA 92614

T +1 949 253 0900    F +1 949 253 0902  klgates.com

February 1, 2018

VIA EDGAR AND OVERNIGHT DELIVERY

U.S. Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 3561

100 F. Street, N.E.

Washington, D.C. 20549

Attn:

 Irene Paik

 Suzanne Hayes

 Re:

 Evolus, Inc.

 Amendment No. 2 to Registration Statement on Form S-1

 Filed January 29, 2018

 File No. 333-222478

Ladies and Gentlemen,

Evolus, Inc., a Delaware corporation (the “Company”), hereby provides the following information in response to the comment received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) in its letter to the Company dated January 30, 2018 (the “Comment Letter”). The Company’s response is preceded by a reproduction of the corresponding Staff comment in italics as set forth in the Comment Letter.

In addition, if the Staff would like hard copies of the Registration Statement on Form S-1 (the “Registration Statement”) as filed with the Commission on the date hereof, marked against the Registration Statement as filed with the Commission on January 29, 2018, please so advise and we would be happy to provide such copies.  All page number references contained in the Company’s responses below correspond to the page numbers in the Registration Statement.

Form S-1 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.

Company Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page 6 of the Registration Statement accordingly.

****************

If you have any questions or comments concerning these responses, please do not hesitate to call me at (949) 623-3519 or e-mail me at michael.hedge@klgates.com.

Sincerely,

/s/ Michael A. Hedge

Michael A. Hedge

K&L Gates LLP

cc:

 Sasha Parikh, U.S. Securities and Exchange Commission

 Jim Rosenberg, U.S. Securities and Exchange Commission

 Murthy Simhambhatla, Ph.D., Evolus, Inc.

 Jeffrey Plumer, Evolus, Inc.

 Alexa M. Ekman, K&L Gates LLP

 Michael J. Zeidel, Skadden, Arps, Slate, Meagher & Flom LLP

- 2 -

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

CORRESP
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  K&L Gates LLP

1 Park Plaza

Twelfth Floor

Irvine, CA 92614

T +1 949 253 0900    F +1 949 253 0902  klgates.com

January 26, 2018

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 3561

100 F. Street, N.E.

Washington, D.C. 20549

Attn:    Irene Paik

Suzanne Hayes

Re:

 Evolus, Inc.

Registration Statement on Form S-1

Filed January 9, 2018

File No. 333-222478

Ladies and Gentlemen,

Evolus, Inc., a Delaware corporation (the “Company”), hereby provides the following information in response to the comment received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) in its letter to the Company dated January 17, 2018 (the “Comment Letter”). The Company’s response is preceded by a reproduction of the corresponding Staff comment in italics as set forth in the Comment Letter.

In addition, if the Staff would like hard copies of the Registration Statement on Form S-1 (the “Registration Statement”) as filed with the Commission on January 25, 2018, marked against the Registration Statement as filed with the Commission on January 9, 2018, please so advise and we would be happy to provide such copies.  All page number references contained in the Company’s responses below correspond to the page numbers in the Registration Statement.

Form S-1 filed January 9, 2018

Capitalization, page 61

1.

 Please refer to your response to prior comment 5 in which you state that the unwinding fee of $9.55 million that the company has agreed to pay on behalf of ALPHAEON is based on performance and services representing a future cost of doing business, and that you are not an obligor of the obligation. In order to evaluate your disclosure about the unwinding fee on pages 79, 129 and F-25 and your view that it represents future costs and not a liability assumed on November 30, 2017, please address the following:

•

 Please confirm, if true, that you are not contractually obligated to pay the unwinding fee. In your disclosure you state that you have "agreed to pay" the unwinding fee on behalf of ALPHAEON.

•

 Please confirm, if true, that if you never end up supplying DWP-450 to Clarion in Canada, you are not obligated to pay the unwinding fee on behalf of ALPHAEON.

•

 Please tell us how you intend to account for the payment of the unwinding fee to previous equity holders of Clarion from the proceeds received from each unit of DWP-450 purchased by Clarion and the basis for your accounting.

•

 Tell us if the amounts you pay on behalf of ALPHAEON for the unwinding fee will reduce your related party borrowings to ALPHAEON or, in the absence of such borrowings, will result in a receivable from ALPHAEON.

Please consider revising your disclosure as appropriate to better explain this arrangement.

Company Response:  The Company acknowledges the Staff’s comment and provides the following as additional background information. In September 2014, certain agreements were entered into among ALPHAEON Corporation (“ALPHAEON”), Clarion Medical Technologies Inc. (“Clarion”), and the previous equity holders of Clarion, that provided the previous equity holders of Clarion the right (but not the obligation), which they have now exercised (“Unwind Right”), to unwind ALPHAEON’s acquisition of Clarion, and the right to an unwind fee of approximately $9.55 million (the “Unwind Fee”).  Until February 2016 when the previous equity holders of Clarion exercised the Unwind Right, Clarion was a wholly-owned subsidiary of ALPHAEON, which is currently the sole stockholder of the Company. Upon exercise of the Unwind Right, the Unwind Fee became a joint and several obligation of ALPHAEON and its majority stockholder SCH-AEON, LLC (formerly known as Strathspey Crown Holdings, LLC) (“SCH”).  In November 2017, ALPHAEON and SCH entered into a Side Letter and Guarantee Agreement (the “Side Letter”) with Clarion and the previous equity holders of Clarion in which ALPHAEON agreed to cause the Company to enter into that certain Exclusive Distribution and Supply Agreement, dated as of November 30, 2017 (the “Distribution Agreement”) with Clarion. The Distribution Agreement provides the terms for which the Company will exclusively supply DWP-450 to Clarion in Canada, if the Company obtains the necessary regulatory approval from Health Canada. The Distribution Agreement also provides that certain amounts of each unit of DWP-450 purchased by Clarion shall be paid not to the Company, but directly to the previous equity holders of Clarion and that each such unit payment reduces, on a dollar-for-dollar basis, the amount of the Unwind Fee owed by ALPHAEON until paid in full, subject to the Side Letter.

Pursuant to the Side Letter, ALPHAEON and SCH (and each of their Canadian subsidiaries) are obligated to pay the Unwind Fee upon an acceleration event within 30 days of such event. For purposes of the Side Letter, each of the following events constitutes an acceleration event (each, an “Acceleration Event”): (i) the Unwind Fee is not paid in full by December 31, 2022, (ii) there is a material default of obligations by the Company under the Distribution Agreement, (iii) a claim or interruption of more than 60 days occurs under the Distribution Agreement that impairs Clarion’s ability to sell DWP-450 in Canada as the sole distributor, (iv) an initial public offering or any change in control involving ALPHAEON or the Company that results in either company receiving net proceeds of $700 million, (v) the bankruptcy or assignment for the benefit of creditors of ALPHAEON or the Company, or (vi) the termination of the License and Supply Agreement, dated as of September 30, 2013, as amended to date, by and between the Company and Daewoong Pharmaceuticals Co., Ltd. The Company is not obligated to pay any portion of the Unwind Fee upon an Acceleration Event.

The Distribution Agreement provides that if the Company does not receive approval from Health Canada to promote and sell DWP-450 in Canada prior to October 31, 2018, the Company is obligated to pay liquidated damages to Clarion in the amount of $1.0 million within 30 days after December 31, 2018, which will not reduce any amount of the Unwind Fee.

In addition, pursuant to the Side Letter, ALPHAEON and SCH have re-affirmed to the previous equity holders of Clarion their obligation to pay the Unwind Fee should the Company fail to supply DWP-450 to Clarion or cause the Distribution Agreement to terminate. ALPHAEON and SCH further agreed to pay the unpaid amount of the Unwind Fee on December 31, 2022, if demanded by the previous equity holders of Clarion.

The Distribution Agreement will terminate upon the earlier of the fifth anniversary of the approval of the New Drug Submission of DWP-450 from Health Canada, or at such time the Unwind Fee is paid in full. Thereafter, the Distribution Agreement may be renewed by mutual agreement of the parties.

In response to the Staff's first point above, the Company confirms that it is not contractually obligated to pay the Unwind Fee on behalf of ALPHAEON. The Company notes that it is contractually obligated

- 2 -

under the Distribution Agreement to exclusively supply DWP-450 to Clarion, if approved, and to direct a portion of the proceeds received from each unit of DWP-450 purchased by Clarion to be paid directly to the previous equity holders of Clarion, which will reduce, on a dollar-for-dollar basis, the amount of the Unwind Fee ALPHAEON owes. The Distribution Agreement has not relieved ALPHAEON of its obligation to the previous equity holders of Clarion, but rather is a mechanism for ALPHAEON to satisfy its obligations to the previous equity holders.

In the event that the Distribution Agreement is terminated or if the Company fails to provide DWP-450 to Clarion in Canada, ALPHAEON and SCH will remain jointly and severally liable to the previous equity holders of Clarion for the balance of the Unwind Fee. In addition, if ALPHAEON or SCH repay the Unwind Fee in full at any time, the Distribution Agreement may be terminated by the Company or, if the Distribution Agreement is continued, the Company will no longer utilize a portion of the proceeds received from the sale of each unit of DWP-450 to reduce the Unwind Fee.

Further, each of ALPHAEON and SCH have agreed with the previous equity holders of Clarion to pay the Unwind Fee in the event the Unwind Fee is not satisfied through the Distribution Agreement. The Company is not a party to the original acquisition agreement related to the acquisition of Clarion by ALPHAEON or the Side Letter. The Company is only contractually obligated under the Distribution Agreement to exclusively supply DWP-450 to Clarion, if approved, and to direct a portion of the proceeds receivable from each unit of DWP-450 purchased by Clarion to be paid directly to the previous equity holders of Clarion, which will reduce, on a dollar-for-dollar basis, the amount of the Unwind Fee ALPHAEON owes.  Once the Unwind Fee is fully paid, the proceeds of future sales of DWP-450 units to Clarion will be paid in full to the Company.  The Company has revised the Registration Statement on pages 80, 131 and F-25 accordingly.

In response to the Staff's second point above, the Company confirms that if the Company does not supply DWP-450 to Clarion in Canada pursuant to the Distribution Agreement, the Company will not be obligated to pay the Unwind Fee on behalf of ALPHAEON.  However, if the reason the Company does not supply DWP-450 to Clarion in Canada pursuant to the Distribution Agreement is because the Company does not receive approval from Health Canada to promote and sell DWP-450 in Canada prior to October 31, 2018, the Company will be obligated to pay liquidated damages to Clarion in the amount of $1.0 million within 30 days of December 31, 2018, which damages will not reduce the Unwind Fee. The Company will continue to evaluate this obligation in accordance with the provisions of Accounting Standards Codification (“ASC”) 450 Contingencies, and disclose the requirement in the Company’s financial statements.   In the event that the Company does not supply DWP-450 to Clarion in Canada, breaches the Distribution Agreement or otherwise terminates the Distribution Agreement with Clarion, each of SCH and ALPHAEON will be jointly and severally obligated to pay the Unwind Fee to the previous equity holders of Clarion.

In response to the Staff's third and fourth points above, there is currently no contractual arrangement or agreement between ALPHAEON and the Company regarding how to recognize payment of the Unwind Fee. It is not currently expected or otherwise provided in the Side Letter or Distribution Agreement that the amount of the Unwind Fee paid on behalf of ALPHAEON will reduce the Company’s related party borrowings from ALPHAEON or that a receivable from ALPHAEON will be recorded. It is the Company’s understanding that by entering into the Side Letter, ALPHAEON does not intend to use its cash to satisfy the Unwind Fee.

The Company is considering various alternatives in evaluating what might be the appropriate accounting for the Distribution Agreement and for disclosure purposes in the Company’s financial statements for the year ended December 31, 2017. Based on the Company’s evaluation of the authoritative accounting literature, there does not appear to be specific guidance or guidance directly on point to apply to the Company’s agreement within the Distribution Agreement to direct Clarion, its customer, to remit a portion of the transaction price to settle an obligation of its parent, ALPHAEON.

- 3 -

After considering these various accounting alternatives, as further discussed below, the Company believes that recognizing the Unwind Fee paid on behalf of ALPHAEON as an equity distribution (effectively as a cash dividend) to ALPHAEON is most appropriate. The Company believes that this treatment would best reflect the underlying economics of the transaction, as it is clear that the Company has not received any corresponding value in return for agreeing to have a portion of the transaction price used to satisfy ALPHAEON’s obligation to the previous Clarion equity holders.

In reviewing the accounting literature for cash dividends, the Company determined that dividends become a liability once they have been declared. Thus, due to the contingent nature of the Company’s dividend obligation described above under the Distribution Agreement, the Company would accrue for the “dividend obligation” at the same time as the Company recognizes the related revenue from Clarion under the Distribution Agreement.  The entry to record the dividend payment as a current liability would result in an offsetting entry to reduce the Company’s additional paid-in capital balance in stockholders equity once the “dividend” is in effect declared and the amount to be directed to the previous Clarion stockholders is known or can be determined (that is, when revenue is recorded for the unit sale to Clarion). The Company will also evaluate the Right of Offset guidance in ASC 210 Offsetting in recording this transaction in relation to the amounts due from Clarion resulting from recording the revenue. The Company also acknowledges that this is a related party transaction and will therefore follow the disclosure requirements outlined in ASC 850 Related Party Disclosures.

The Company is considering the guidance contained in ASC 606-10-32-25 through 27 Revenue from Contracts with Customers and whether the portion of proceeds payable to the previous Clarion equity holders, which effectively reduces the payment the Company will receive from its customer, could be construed as consideration paid or payable to a customer, and recorded as a reduction in the transaction price, and by extension revenue. Specifically, the Company considered whether the payment for the inventory purchased by Clarion to the previous equity holders of Clarion, at the direction of the Company, was a purchase to satisfy a business need of the Company, or an incentive, given by the Company to entice Clarion to purchase its goods. The Company does not consider the Distribution Agreement with Clarion and the request to direct a portion of the proceeds to the previous Clarion equity holders, to represent consideration paid or payable to a customer because the payment is to settle a contractual obligation of ALPHAEON, not the Company, and that ALPHAEON obligation preceded the Company entering into the Distribution Agreement with Clarion and is separable from the revenue transaction. In addition, the payment amount is not in excess of ALPHAEON’s obligation to Clarion, and is therefore not an incentive. Therefore, based on a preliminary evaluation of ASC 606, the Company’s intent is not to record the portion of the proceeds payable to the previous equity holders from the sale of DWP-450 as a reduction to the transaction price for its revenue transactions with Clarion.

The Company considered whether the Unwind Fee obligation assumed in the Distribution Agreement was a liability and concluded that it did not meet the definition of a liability pursuant to ASC 405-40 Liabilities, or a contingent liability that was probable or estimable in accordance with the guidance in ASC 450 Contingencies.

The Company considered the guidance in ASC 480-10-S99-3A and Accounting Series Release No. 268 (“ASR 268”). However, the contractual requirements under the Distribution Agreement do not appear to fit the description outlined in paragraph 3 of ASC 480-10-S99-3A that states: “although ASR 268 specifically describes and discusses preferred securities, the Staff believes that ASR 268 also provides analogous guidance for other redeemable equity instruments including, for example, common stock, derivative instruments, noncontrolling interests, securities held by an employee stock ownership plan, and share-based payment ar

January 17, 2018
Murthy Simhambhatla
Chief Executive Officer
Evolus, Inc.
17901 Von Karman Avenue, Suite 150
Irvine, California 92614
Re:Evolus, Inc.
Registration Statement on Form S-1
Filed January, 9, 2018
File No. 333-222478
Dear Dr. Simhambhatla:
            We have reviewed your 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.  Unless we note
otherwise, our references to prior comments are to comments in our January 4, 2018 letter.
Form S-1 filed January, 9, 2018
Captilization, page 61
1.Please refer to your response to prior comment 5 in which you state that the unwinding
fee of $9.55 million that the company has agreed to pay on behalf of ALPHAEON is
based on performance and services representing a future cost of doing business, and that
you are not an obligor of the obligation.  In order to evaluate your disclosure about the
unwinding fee on pages 79, 129 and F-25 and your view that it represents future costs
and not a liability assumed on November 30, 2017, please address the following:
•Please confirm, if true, that you are not contractually obligated to pay the unwinding
fee. In your disclosure you state that you have "agreed to pay" the unwinding fee on
behalf of ALPHAEON.

 FirstName LastNameMurthy Simhambhatla
 Comapany NameEvolus, Inc.
 June 16, 2017 Page 2
 FirstName LastName
Murthy Simhambhatla
Evolus, Inc.
January 17, 2018
Page 2
•Please confirm, if true, that if you never end up supplying DWP-450 to Clarion in
Canada, you are not obligated to pay the unwinding fee on behalf of ALPHAEON.
•Please tell us how you intend to account for the payment of the unwinding fee to
previous equity holders of Clarion from the proceeds received from each unit of
DWP-450 purchased by Clarion and the basis for your accounting.
•Tell us if the amounts you pay on behalf of ALPHAEON for the unwinding fee will
reduce your related party borrowings to ALPHAEON or, in the absence of such
borrowings, will result in a receivable from ALPHAEON.
Please consider revising your disclosure as appropriate to better explain this arrangement.
            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

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

CORRESP
1
filename1.htm

		Document

January 9, 2018

VIA EDGAR AND OVERNIGHT DELIVERY

U.S. Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 3561

100 F. Street, N.E.

Washington, D.C. 20549

Attn:

 Irene Paik

 Suzanne Hayes

 Re:

 Evolus, Inc.

 Confidential Draft Registration Statement on Form S-1

 Submitted December 20, 2017

 CIK No. 0001570562

Ladies and Gentlemen,

Evolus, Inc., a Delaware corporation (the “Company”), hereby provides the following information in response to the comments received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) in its letter to the Company dated January 4, 2018 (the “Comment Letter”). The Company’s responses are preceded by a reproduction of the corresponding Staff comments in italics as set forth in the Comment Letter.

In addition, if the Staff would like hard copies of the Registration Statement on Form S-1 (the “Registration Statement”) as filed with the Commission on the date hereof, marked against Confidential Submission No. 3 of the Registration Statement as confidentially submitted to the Commission on December 20, 2017, please so advise and we would be happy to provide such copies.  All page number references contained in the Company’s responses below correspond to the page numbers in the Registration Statement.

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.

Company Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page 11 of the Registration Statement to reflect the correct pro forma total stockholders’ deficit balance.

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.

Company Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page 31 of the Registration Statement accordingly.

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.

Company Response: The Company acknowledges the Staff’s comment and has expanded the disclosure on page 33 of the Registration Statement accordingly.

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.

Company Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page 58 of the Registration Statement accordingly.

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.

Company Response: With respect to the Staff’s first two bullet points above, the Company acknowledges the Staff’s comment and has clarified the disclosure on pages 62 and 63 of the Registration Statement accordingly.

In addition, with respect to the Staff’s third bullet point above, the Company did not disclose the unwinding fee obligation of $9.55 million (the “Obligation”) that the Company has agreed to pay on behalf of ALPHAEON Corporation (“ALPHAEON”) pursuant to the Exclusive Distribution and Supply Agreement, dated as of November 30, 2017, by and between the Company and Clarion Medical Technologies Inc. (the “Distribution Agreement”), in part, because the Obligation is based on performance and services representing a future cost of doing business, and the Company is not an obligor of the Obligation, therefore, disclosure is not required pursuant to the guidance of Accounting Standards Codification (“ASC”) Topic 460-10 and ASC Topic 405-40. In addition, the Obligation became effective upon the Company’s entry into the Distribution Agreement and is not contingent on the effectiveness of the offering pursuant to which the Registration Statement relates.

- 2 -

Accordingly, the Company does not believe disclosure of the Obligation in the pro forma column of the capitalization table is appropriate.

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 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.

Company Response: The Company acknowledges the Staff’s comment and has revised the disclosure on pages 70 and 118 of the Registration Statement accordingly.

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).

Company Response: The Company acknowledges the Staff’s comment and has revised the disclosure on pages 70 and 125 of the Registration Statement to quantify the high single digit million dollar upfront payment due upon obtaining U.S. Food and Drug Administration approval of DWP-450, and the double digit million dollar promissory note. The Company will submit an amended Request for Confidential Treatment to eliminate its previous request for confidentiality of the aforementioned payments.

In addition, the Company respectfully advises the Staff that the quarterly royalty rates (the “Confidential Information”) set forth in the Second Amendment to Stock Purchase Agreement, dated as of December 14, 2017, by and among SCH-AEON, LLC (formerly known as Strathspey Crown Holdings, LLC), ALPHAEON, the Company, and J. Christopher Marmo, as the Contributors’ Representative (as defined therein) (the “Amended Purchase Agreement”), represent competitively harmful information and are the subject of a confidential treatment request pending a ruling pursuant to the provisions of Rule 406 of the Securities Act of 1933, as amended, and 17 C.F.R. § 200.80(b)(4) for confidential treatment under the Freedom of Information Act, 5 U.S.C. § 552(b)(4).

As set forth in the Company’s Request for Confidential Treatment dated December 20, 2017 and in the Company’s amended Request for Confidential Treatment dated the date hereof, the Company does not believe the Confidential Information requested to be disclosed is material to investors. The Company has requested in its Request for Confidential Treatment and its amended Request for Confidential Treatment set forth above, among other things, that the Confidential Information be redacted from the Amended Purchase Agreement because the information represents heavily negotiated terms and is commercial and financial in nature and highly confidential.

- 3 -

The Company’s business strategy is to establish a leading medical aesthetics company by in-licensing technology, developing partnerships and potentially acquiring products. These transactions may require the Company to agree to pay certain contingent future royalty and milestone payments to such contracting parties. These contingent future payments represent a part of the Company’s cost structure. Once the Company enters into an in-licensing, partnership or acquisition transaction for a product or proprietary technology, the Company may then out-license the same product or proprietary technology to different third parties who are then to commercialize and sell the resulting products or proprietary technologies in exchange for contingent royalty and milestone payments to the Company. The difference between the amount to be paid by the Company to third parties and the amount to be received by the Company from third parties based on the development and sale of products or proprietary technology pursuant to these arrangements is a component of the Company’s gross profit.

The precise royalty rate or amount of a milestone payment is therefore significant to a third party to whom the Company desires to out-license, partner with, or acquire from, products or proprietary technology, as such third party can use the cost-related information in negotiations with respect to these arrangements because it knows exactly how far it can decrease the Company’s margin with respect to the relevant technology. Such information is also relevant to a third party from whom the Company desires to in-license technology as such third party can use this cost-related information as a benchmark in such third party’s negotiations with the Company with respect to the in-license of unrelated technology. This information was specifically negotiated in connection with the acquisition of the Company by SCH-AEON, LLC (formerly known as Strathspey Crown Holdings, LLC) and, later, ALPHAEON, and is not necessarily indicative of rights, obligations or conditions to which the Company would agree in connection with future transactions with third parties, including joint ventures and commercial agreements or arrangements.

Conversely, the Company does not believe that it is material to investors to know the precise royalty rate or the precise amount of a milestone payment. However, this very specific information is significant to a third party with whom the Company intends to negotiate a license agreement or other arrangement and it is therefore competitively harmful to the Company to disclose this information. It may, however, be material to investors to know generically that the Company is obligated to pay a royalty or milestone payment upon the sale of the applicable product or upon the achievement of a development milestone, and the Company has disclosed this information where applicable in the Registration Statement.

To that end and in response to the Staff's comment, the Company has not disclosed in the Registration Statement the Confidential Information set forth in the Amended Purchase Agreement.

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.

Company Response: The Distribution Agreement does not provide how the Obligation will be settled between ALPHAEON and the Company. The Company and ALPHAEON may determine in the future whether the Company’s assumption of the Obligation will reduce the liabilities owed to ALPHAEON by offsetting the payment obligations under the Amended Purchase Agreement and

- 4 -

the promissory note referenced and included therein. The Company acknowledges the Staff’s comment and has revised the disclosure on page 129 of the Registration Statement accordingly.

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.

Company Response: The Company acknowledges the Staff’s comment and has clarified the disclosure on page 128 of the Registration Statement accordingly.

****************

If you have any questions or comments concerning these responses, please do not hesitate to call me at (949) 623-3519 or e-mail me at michael.hedge@klgates.com.

Sincerely,

/s/ Michael A. Hedge

Michael A. Hedge

K&L Gates LLP

cc:

 Sasha Parikh, U.S. Securities and Exchange Commission

 Jim Rosenberg, U.S. Securities and Exchange Commission

 Murthy Simhambhatla, Ph.D., Evolus, Inc.

 Jeffrey Plumer, Evolus, Inc.

 Alexa M. Ekman, K&L Gates LLP

 Michael J. Zeidel, Skadden, Arps, Slate, Meagher & Flom LLP

- 5 -

December 8, 2017
Murthy Simhambhatla
Chief Executive Officer
Evolus, Inc.
1027 Garden Street
Santa Barbara, CA 93101
Re:Evolus, Inc.
Amendment No. 1 to
Draft Registration Statement on F-1
Submitted November 21, 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. 1 to Draft Registration Statement on Form S-1 submitted November 21, 2017
A perception of a conflict of interest of our indirect physician investors..., page 29
1.We note your disclosure on page 45 that ALPHAEON provides patient financing
services.  Please tell us whether DWP-450, if approved, will be eligible to be financed
through ALPHAEON financing services.  If true, please disclose that physicians invested
in ALPHAEON and/or SCH will also have a conflict of interest due to the patient
financing services provided by ALPHAEON.  In addition, we note that you disclose that
eight of the twenty-four clinical investigators in your unblinded, non-pivotal clinical

 FirstName LastNameMurthy Simhambhatla
 Comapany NameEvolus, Inc.
 June 16, 2017 Page 2
 FirstName LastNameMurthy Simhambhatla
Evolus, Inc.
December 8, 2017
Page 2
trials were indirect investors in your company.  Please similarly provide the total number
of clinical investigators involved in your Phase III studies.
ALPHAEON and its directors and officers will have limited liability to us or you for breach of
fiduciary duty, page 45
2.We note your revised disclosure regarding the business activities of ALPHAEON in
response to our prior comment four.  Please also revise your disclosure to include
information about the business activities of SCH.
We are currently indebted to ALPHAEON and have no written agreement governing the terms of
such indebtedness., page 46
3.We note your disclosure indicating that you may repay your indebtedness with
ALPHAEON consent by characterizing the payables as capital contributions, the
issuance of equity securities or as a set off against liabilities ALPHAEON owes to
you. Please clarify whether or not you have a basis to believe that ALPHAEON will
consent to the repayment of this indebtedness through a non-cash method.  Additionally,
quantify any liabilities that ALPHAEON owes you and would be available for offset.
Use of Proceeds, page 55
4.We acknowledge your response to our prior comments 6 and 13 that the milestone
payments to Daewoong and certain former stockholders of your company upon approval
of DWP-450 are the subject of a confidential treatment request. However, confidential
treatment is not appropriate for material information that is required to be disclosed.
Please note that Item 504 of Regulation S-K requires disclosure of the approximate
amount intended to be used for each purpose. Item 303(a)(1)  of Regulation S-K requires
disclosure of known commitments, events and uncertainties likely to result in your
liquidity increasing or decreasing.  Additionally, we are unwilling to grant confidential
treatment to individual milestone payments unless you disclosure the aggregate amount
of the potential milestone payments is disclosed.  Therefore, comments 6 and 13 are
reissued.
5.Please quantify the amount of proceeds you may use to reimburse ALPHAEON.
Capitalization, page 58
6.Please tell us your consideration of including and/or disclosing the following transactions
in the capitalization table:
•On page 65 you indicate that
oyou will join as a contractual party to the stock purchase agreement that you
intend to amend prior to the consummation of this offering.
oupon consummation of the offering, you will assume all of Alpheon's obligations

 FirstName LastNameMurthy Simhambhatla
 Comapany NameEvolus, Inc.
 June 16, 2017 Page 3
 FirstName LastNameMurthy Simhambhatla
Evolus, Inc.
December 8, 2017
Page 3
under an amended stock purchase agreement.
•Additionally, in your response to our prior comment 21, you state that you will enter
into amendments with notes holders to release your guarantee of Alpheon's payment
obligations under such notes prior to or in connection with the effectiveness of the
registration statement. Note that your disclosure on page 73 states this will occur
"prior to the completion of the offering," which is not consistent with your response
to comment 21.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Payment Obligation Related to our Acquisition by ALPHAEON, page 65
7.Please provide additional details about the amended agreement with the Evolus
contributors that will result in the revised payment obligations, including the reduced
payment due upon obtaining FDA approval, reduced royalty percentages, limitation
to the number of years you are required to make royalty payments and the material terms
of the promissory note.  Please note we will need an opportunity to review your
amendment to the stock purchase agreement and related disclosures prior to
effectiveness.
8.Please revise your disclosure to clarify how the agreement results in a tax liability for the
Evolus contributors. In addition, please file the tax indemnity agreement as an exhibit to
the registration statement.
Notes to Financial Statements
Note 2. Summary of Signficant Accounting Policies
Goodwill and Intangible Asset, page F-10
9.Please refer to your response to our prior comment 17. Considering the significance of
your intangible asset and goodwill to the balance sheet, please revise your disclosures
to describe in Note 2 under "Basis of Presentation" the accounting applied to the October
2013 and June and September 2014 transactions described in Note 1 under "Description
of Business" including your election of push down accounting and its impact, and clarify
therein and in Note 5 under "License and Supply Agreement" as well as herein the
linkage of the those transitions to your intangible asset, goodwill and the Daewoong
Agreement.  In addition, your response noted that the license and distribution rights
acquired in the October 2013 transaction were valued as a composite asset including all
of the patent licenses, regulatory approvals, licenses and permits necessary to market and
sell the drug in the United States and other jurisdictions. Disclose:
•more about the overall project acquired, including its status at acquisition;
•the components of the intangible asset acquired, how you use them in the project
acquired and why you believe the intangible asset is an  intangible asset class
pursuant to ASC 350-30-50-1;
•the fair value of the intangible asset and a description of the valuation methodologies

 FirstName LastNameMurthy Simhambhatla
 Comapany NameEvolus, Inc.
 June 16, 2017 Page 4
 FirstName LastName
Murthy Simhambhatla
Evolus, Inc.
December 8, 2017
Page 4
and assumptions used; and
•the material terms of the Daewoong agreement.
            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

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