UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________________________________________________________ FORM 10-Q _________________________________________________________________ (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to _______ ...

Financial Data and Key Metrics Changes - In Q3 2019, Evolus reported net revenue of $13.2 million, a significant increase from $2.3 million in Q2 2019, representing more than a five-fold increase [21][24] - Gross margin improved to 72% in Q3 compared to 71% in Q2 [23] - Net loss for Q3 was $27 million, an improvement of $10.6 million from a net loss of $37.6 million in Q2 [24] Business Line Data and Key Metrics Changes - The Jeuveau experience treatment program (J.E.T.) enrolled over 5,000 accounts, with an average of more than 10 vials shipped per account, resulting in over 50,000 vials placed in the market by August [9][10] - J.E.T. accounts contributed over 90% of the revenue, positioning Jeuveau as the number 3 U.S. unit share in the neurotoxin market for Q3 [11] Market Data and Key Metrics Changes - The consumer penetration rate for neurotoxins is increasing, particularly among millennials, indicating a favorable market environment for aesthetic products [8] - Jeuveau has been featured in major beauty publications, generating over 330 million media impressions and averaging over 70,000 monthly website visits [19] Company Strategy and Development Direction - Evolus aims to differentiate itself through a focus on customer experience and engagement, leveraging technology to enhance operational efficiency [13][17] - The company plans to modernize customer engagement with the Evolus Practice app, which processes over 70% of orders with a 98% satisfaction rating [17] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the trajectory towards achieving the number two unit share position within 24 months from launch, emphasizing the importance of execution and operational rigor [28][36] - The company is optimistic about the growth potential in the U.S. market and is preparing for international launches, including Canada and Europe in 2020 [29][67] Other Important Information - Evolus has approximately $74 million in cash and short-term investments, expected to fund operations for at least the next 12 months [24][25] - The company has $25 million available from its Oxford credit facility upon achieving certain milestones [26] Q&A Session Summary Question: What excites you the most about your third quarter results? - Management highlighted the robust launch of Jeuveau and the rapid enrollment in the J.E.T. program, exceeding initial goals [32] Question: Is Q3 2019 a good base to grow off of for Q4 and 2020? - Management believes the diverse and broad customer base established in Q3 provides a solid foundation for future growth [33] Question: What is Jeuveau's estimated volume share now? - Jeuveau is currently in the number three position in the neurotoxin category, estimated to have a share between 5% and 10% [37] Question: How are physicians pricing Jeuveau relative to Botox? - Jeuveau was launched at a slight premium to Botox, but pricing has generally been set at parity with other products [38] Question: What is the expected contribution of Canada and Europe to revenue? - Canada has just launched, and Europe is expected to launch in 2020, but significant contributions from these markets are not anticipated in the near term [67]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________________________________________________________ FORM 10-Q _________________________________________________________________ (Mark One) Title of Class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.00001 per share EOLS Nasdaq Global Market Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☒ ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURIT ...

[PART I - FINANCIAL INFORMATION](index=5&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements (unaudited)](index=5&type=section&id=Item%201.%20Financial%20Statements%20(unaudited)) Unaudited Q1 2019 financials show significant asset and liability growth from new debt and investments, increasing net loss due to higher operating expenses [Condensed Balance Sheets](index=5&type=section&id=Condensed%20Balance%20Sheets) Total assets increased to **$220.9 million** by March 31, 2019, driven by new short-term investments and long-term debt, while cash decreased and liabilities rose Condensed Balance Sheet Highlights (in thousands) | Account | March 31, 2019 (unaudited) | December 31, 2018 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $54,367 | $93,162 | | Short-term investments | $79,313 | $— | | Total current assets | $139,084 | $94,339 | | Intangible assets, net | $58,782 | $56,076 | | Total assets | $220,929 | $171,844 | | **Liabilities & Equity** | | | | Total current liabilities | $9,400 | $5,276 | | Long-term debt, net | $72,557 | $— | | Total liabilities | $145,572 | $87,460 | | Total stockholders' equity | $75,357 | $84,384 | [Condensed Statements of Operations and Comprehensive Loss](index=7&type=section&id=Condensed%20Statements%20of%20Operations%20and%20Comprehensive%20Loss) Net loss increased to **$11.0 million** in Q1 2019, primarily due to a sharp rise in operating expenses for commercial launch preparation, partially offset by an income tax benefit Condensed Statement of Operations Highlights (in thousands) | Account | Three Months Ended March 31, 2019 | Three Months Ended March 31, 2018 | | :--- | :--- | :--- | | Research and development | $2,353 | $1,678 | | General and administrative | $17,519 | $3,467 | | Revaluation of contingent royalty obligation | $4,913 | $900 | | Total operating expenses | $25,269 | $6,045 | | Loss from operations | ($25,269) | ($6,045) | | Income tax (benefit) expense | ($14,523) | $10 | | **Net loss** | **($10,975)** | **($6,162)** | | Net loss per share, basic and diluted | ($0.40) | ($0.30) | [Condensed Statements of Cash Flows](index=9&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) Net cash used in operating activities increased to **$19.2 million** in Q1 2019, with significant cash used in investing activities offset by financing proceeds, leading to a net decrease in cash Condensed Statement of Cash Flows Highlights (in thousands) | Activity | Three Months Ended March 31, 2019 | Three Months Ended March 31, 2018 | | :--- | :--- | :--- | | Net cash used in operating activities | ($19,200) | ($2,201) | | Net cash used in investing activities | ($80,025) | $— | | Net cash provided by financing activities | $60,430 | $51,771 | | **Change in cash and cash equivalents** | **($38,795)** | **$49,570** | | Cash and cash equivalents, end of period | $54,367 | $49,570 | [Notes to Condensed Financial Statements](index=12&type=section&id=Notes%20to%20Condensed%20Financial%20Statements) Notes detail Jeuveau™ FDA approval, capital sufficiency, new lease standard adoption, a **$100 million** credit facility, and ongoing trade secret litigation - The company's first product, **Jeuveau™**, received U.S. FDA approval on **February 1, 2019**, for glabellar lines[37](index=37&type=chunk) - Current capital resources, including **$54.4 million** cash and **$79.3 million** short-term investments, are deemed sufficient for at least the next twelve months of operations[39](index=39&type=chunk)[41](index=41&type=chunk) - In March 2019, the company secured a **$100.0 million** credit facility with Oxford Finance, drawing an initial **$75.0 million** tranche[130](index=130&type=chunk) - The company is defending against lawsuits and an ITC complaint from Medytox and Allergan alleging trade secret misappropriation related to Jeuveau™ manufacturing, with potential import and sales bans[157](index=157&type=chunk)[159](index=159&type=chunk) - Upon FDA approval, a **$2.0 million** milestone was paid to Daewoong, and the **$56.1 million** IPR&D asset was reclassified to a definite-lived distribution right with a **20-year** useful life[128](index=128&type=chunk)[64](index=64&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=31&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the transition to commercial stage with Jeuveau™ launch, significant increase in operating expenses, securing a **$100 million** credit facility, and ongoing capital and legal risks - The company is launching its first product, **Jeuveau™**, in the U.S. in spring 2019 following FDA approval on **February 1, 2019**[177](index=177&type=chunk) Results of Operations Comparison (in thousands) | | Three Months Ended March 31, 2019 | Three Months Ended March 31, 2018 | Change | | :--- | :--- | :--- | :--- | | General and administrative | $17,519 | $3,467 | $14,052 | | Total operating expenses | $25,269 | $6,045 | $19,224 | | Net loss | ($10,975) | ($6,162) | ($4,813) | - General and administrative expenses increased by **$14.0 million** year-over-year, driven by higher personnel costs (headcount grew from **17 to 92**) and pre-commercialization expenses[195](index=195&type=chunk) - The company secured a loan agreement for up to **$100.0 million** with Oxford Finance, with an initial **$75.0 million** tranche funded in March 2019[207](index=207&type=chunk) - Management believes current capital resources are sufficient to fund operations for at least the next **twelve months** from the report's issuance date[212](index=212&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=38&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company reports that quantitative and qualitative disclosures about market risk are not applicable for this period - The company has determined that quantitative and qualitative disclosures about market risk are not applicable for this reporting period[232](index=232&type=chunk) [Item 4. Controls and Procedures](index=39&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of March 31, 2019, with no material changes in internal control over financial reporting during the quarter - Management concluded that the company's disclosure controls and procedures were effective as of **March 31, 2019**[234](index=234&type=chunk) - No material changes in internal control over financial reporting occurred during the quarter ended **March 31, 2019**[236](index=236&type=chunk) [PART II - OTHER INFORMATION](index=40&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=40&type=section&id=Item%201.%20Legal%20Proceedings) No material developments in legal proceedings have occurred since the 2018 Annual Report, with key ongoing matters detailed elsewhere in the report - There have been no material developments in legal proceedings since the company's **2018 Annual Report on Form 10-K**[239](index=239&type=chunk) [Item 1A. Risk Factors](index=41&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks including single product and manufacturer dependence, substantial legal challenges, limited operating history, intense competition, and reliance on its controlling stockholder - **Business & Strategy Risks:** The company depends entirely on the successful commercialization of its single product, **Jeuveau™**, and has a limited operating history with significant losses[242](index=242&type=chunk)[244](index=244&type=chunk) - **Supplier & Manufacturing Risks:** The company relies solely on **Daewoong** in South Korea for **Jeuveau™** manufacturing, with any disruption or agreement termination posing material harm[249](index=249&type=chunk)[254](index=254&type=chunk)[318](index=318&type=chunk) - **Legal & IP Risks:** Significant legal threats, including an ITC complaint from Allergan and Medytox, could result in an exclusion order barring U.S. imports and sales of **Jeuveau™**[259](index=259&type=chunk)[270](index=270&type=chunk) - **Financial & Capital Risks:** Additional financing may be required, and the **$100 million** credit facility contains restrictive covenants and default clauses tied to business performance and legal outcomes[272](index=272&type=chunk)[282](index=282&type=chunk) - **Competition & Market Risks:** Significant competition from large, experienced companies like **Allergan** with dominant market share, greater resources, and broader product portfolios[305](index=305&type=chunk)[306](index=306&type=chunk) - **Controlling Stockholder Risks:** **ALPHAEON** owns **56.0%** of the company's stock, making Evolus a "controlled company" exempt from certain corporate governance requirements and allowing control over business decisions[453](index=453&type=chunk)[454](index=454&type=chunk)[462](index=462&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=79&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities or use of proceeds during the period - There were no unregistered sales of equity securities in the quarter[516](index=516&type=chunk) [Item 3. Defaults Upon Senior Securities](index=79&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports that there were no defaults upon senior securities - The company reports that there were no defaults upon senior securities[518](index=518&type=chunk) [Item 4. Mine Safety Disclosures](index=79&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) The company reports that mine safety disclosures are not applicable - The company reports that mine safety disclosures are not applicable[520](index=520&type=chunk) [Item 5. Other Information](index=79&type=section&id=Item%205.%20Other%20Information) There is no other information to report under this item - There is no information to report under this item[522](index=522&type=chunk) [Item 6. Exhibits](index=80&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including the Loan and Security Agreement with Oxford Finance and officer certifications - Key exhibits filed include the Loan and Security Agreement with Oxford Finance, LLC, and certifications by the Principal Executive Officer and Principal Financial Officer[525](index=525&type=chunk)[526](index=526&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _____________________________ FORM 10-K _____________________________ ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38381 _____________________________ EVOLUS, INC. (Exact name of registrant as speci ...