Securities and Exchange Commission

Washington, DC 20549

  

SCHEDULE 13G

 

 

Under the Securities Exchange Act of 1934

(Amendment No. )*

 

 

Evolus, Inc.

(Name of Issuer)

 

Common Stock, par value $0.00001 per share

(Title of Class of Securities)

 

 

 

30052C107

(CUSIP Number)

 

 

 

November 7, 2019

(Date of Event Which Requires Filing of This Statement)

 

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨Rule 13d-1(b)

 

xRule 13d-1(c)

 

¨Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 Page 1 of 7 Pages 
  

 

CUSIP No. 30052C107

 

 

13G Page 2 of 7 Pages

1

NameS of Reporting Persons
I.R.S. Identification NOS. of Above Persons (ENTITIES ONLY)

 

TANG CAPITAL PARTNERS, LP

 

2 Check the Appropriate Box if a Member of a Group* (a)
(
b)
3

SEC Use Only

 

4

Citizenship or Place of Organization

 

DELAWARE

 

Number of
Shares
BENEFICIALLY
Owned by
Each Reporting
Person with
5

Sole Voting Power

 

6

Shared Voting Power

 

1,925,000

7

Sole Dispositive Power

 

8

Shared Dispositive Power

 

1,925,000 

9

Aggregate Amount Beneficially Owned by each Reporting Person

 

1,925,000

10

Check Box if the Aggregate Amount in Row (9) excludes certain shares

 

¨

11

Percent of Class represented by amount in row 9

 

5.8% 

12

type of reporting person

 

pN 

 

 Page 2 of 7 Pages 
  

 

CUSIP No.  30052C107

 

 

13G Page 3 of 7 Pages
1

NameS of Reporting Persons
I.R.S. Identification NOS. of Above Persons (ENTITIES ONLY)

 

Tang Capital Management, LLC

 

2 Check the Appropriate Box if a Member of a Group* (a)
(
b)

3

SEC Use Only

 

4

Citizenship or Place of Organization

 

DELAWARE

 

Number of
Shares
BENEFICIALLY
Owned by
Each Reporting
Person with
5

Sole Voting Power

 

0 

6

Shared Voting Power

 

1,925,000

7

Sole Dispositive Power

 

0 

8

Shared Dispositive Power

 

1,925,000

9

Aggregate Amount Beneficially Owned by each Reporting Person

 

1,925,000

10

Check Box if the Aggregate Amount in Row (9) excludes certain shares

 

¨

11

Percent of Class represented by amount in row 9

 

5.8% 

12

type of reporting person

 

OO

 

 Page 3 of 7 Pages 
  

 

CUSIP No. 30052C107

 

 

13G Page 4 of 7 Pages
1

NameS of Reporting Persons
I.R.S. Identification NOS. of Above Persons (ENTITIES ONLY)

 

KEVIN TANG

 

2 Check the Appropriate Box if a Member of a Group* (a)
(
b)

3 SEC Use Only
4

Citizenship or Place of Organization

 

united states

 

Number of
Shares
BENEFICIALLY
Owned by
Each Reporting
Person with
5

Sole Voting Power

 

0 

6

Shared Voting Power

 

1,925,000

7

Sole Dispositive Power

 

8

Shared Dispositive Power

 

1,925,000 

9

Aggregate Amount Beneficially Owned by each Reporting Person

 

1,925,000

10

Check Box if the Aggregate Amount in Row (9) excludes certain shares

 

¨

11

Percent of Class represented by amount in row 9

 

5.8% 

12

type of reporting person

 

IN 

 

 Page 4 of 7 Pages 
  

 

Item 1(a).Name of Issuer:

 

Evolus, Inc., a Delaware corporation (the "Issuer")

 

Item 1(b).Address of Issuer’s Principal Executive Offices:

 

520 Newport Center Drive, Suite 1200, Newport Beach, CA 92660

 

Item 2(a).Name of Person Filing:

 

This Statement on Schedule 13G (this “Statement”) is filed by Tang Capital Partners, LP (“Tang Capital Partners”); Tang Capital Management, LLC, the general partner of Tang Capital Partners (“Tang Capital Management”); and Kevin Tang, the manager of Tang Capital Management.

 

Item 2(b).Address of Principal Business Office or, if none, Residence:

 

4747 Executive Drive, Suite 510, San Diego, CA 92121

 

Item 2(c).Citizenship:

 

Tang Capital Partners is a Delaware limited partnership. Tang Capital Management is a Delaware limited liability company. Mr. Tang is a United States citizen.

 

Item 2(d).Title of Class of Securities:

 

Common Stock, par value $0.00001 per share (the “Common Stock”)

 

Item 2(e).CUSIP Number: 30052C107

 

Item 3.Not applicable.

 

Item 4.Ownership.

 

(a)Amount Beneficially Owned:

 

Tang Capital Partners. Tang Capital Partners is the beneficial owner of 1,925,000 shares of the Issuer’s Common Stock.

 

Tang Capital Partners shares voting and dispositive power over such shares with Tang Capital Management and Kevin Tang.

 

Tang Capital Management. Tang Capital Management, as the general partner of Tang Capital Partners, may be deemed to beneficially own the shares of the Issuer’s Common Stock beneficially owned by Tang Capital Partners.

 

Kevin Tang. Kevin Tang, as manager of Tang Capital Management, may be deemed to beneficially own the shares of the Issuer’s Common Stock beneficially owned by Tang Capital Partners.

 

The percentages used herein are based on 33,424,780 shares of Common Stock outstanding reported to be issued and outstanding in the Company’s Prospectus filed pursuant to Rule 424(b)(5) with the Securities and Exchange Commission on November 7, 2019 after giving effect to the completion of the offering as described therein and in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 12, 2019.

 

 Page 5 of 7 Pages 
  

 

(b)Percent of Class:

 

Tang Capital Partners 5.8%
Tang Capital Management 5.8%
Kevin Tang 5.8%

 

(c)Number of shares as to which such person has:

 

(i)      sole power to vote or to direct the vote:

 

Tang Capital Partners 0 shares
Tang Capital Management 0 shares
Kevin Tang 0 shares

 

(ii)    shared power to vote or to direct the vote:

 

Tang Capital Partners 1,925,000 shares
Tang Capital Management 1,925,000 shares
Kevin Tang 1,925,000 shares

 

(iii)    sole power to dispose or to direct the disposition of:

 

Tang Capital Partners 0 shares
Tang Capital Management 0 shares
Kevin Tang 0 shares

 

(iv)   shared power to dispose or to direct the disposition of:

 

Tang Capital Partners 1,925,000 shares
Tang Capital Management 1,925,000 shares
Kevin Tang 1,925,000 shares

 

Item 5.Ownership of Five Percent or Less of a Class.

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ¨

 

Item 6.Ownership of More than Five Percent on Behalf of Another Person.

 

Not applicable

 

Item 7.Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

 

Not applicable.

 

Item 8.Identification and Classification of Members of the Group.

 

Not applicable.

 

Item 9.Notice of Dissolution of Group.

 

Not applicable.

 

Item 10.Certification.

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

  

 Page 6 of 7 Pages 
  

 

Signature

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

Date: November 18, 2019  
     
     
TANG CAPITAL PARTNERS, LP  
     
By:   Tang Capital Management, LLC, its General Partner  
     
     
By: /s/ Kevin Tang  
Kevin Tang, Manager  
     
     
TANG CAPITAL MANAGEMENT, LLC
     
     
By: /s/ Kevin Tang  
Kevin Tang, Manager  
     
     
/s/ Kevin Tang  
Kevin Tang  

 

 

Page 7 of 7 Pages

 

 

 

Exhibit 99.1

 

JOINT FILING AGREEMENT

 

     In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, $0.00001 par value per share, of Evolus, Inc. and further agree to the filing of this agreement as an exhibit thereto. In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement on Schedule 13G.

 

 

Date: November 18, 2019 TANG CAPITAL PARTNERS, LP
 
 
  By:   Tang Capital Management, LLC    
  Its:   General Partner   
     
  By:   /s/ Kevin Tang  
    Name:   Kevin Tang   
    Title:   Manager   
 
  TANG CAPITAL MANAGEMENT, LLC
 
 
  By:   /s/ Kevin Tang  
    Name:   Kevin Tang   
    Title:   Manager   
     
  /s/ Kevin Tang  
  Name:   Kevin Tang