Evolus, Inc.

Previous wording

The following discussion contains management’s discussion and analysis of our financial condition and results of operations and should be read together with the unaudited condensed consolidated financial statements and the notes thereto included in Part I, Item 1 of this Quarterly Report on Form 10-Q and in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2024 and other documents previously filed with the SEC. This discussion contains forward-looking statements that reflect our plans, estimates and beliefs and involve numerous risks and uncertainties, including but not limited to those described in Item 1A “Risk Factors” of Part II of this Quarterly Report on Form 10-Q. Actual results may differ materially from those contained in any forward-looking statements. You should carefully read “Special Note Regarding Forward-Looking Statements” and Item 1A “Risk Factors” of Part II of this Quarterly Report on Form 10-Q.

Current wording

The following discussion contains management’s discussion and analysis of our financial condition and results of operations and should be read together with the unaudited condensed consolidated financial statements and the notes thereto included in Part I, Item 1 of this Quarterly Report on Form 10-Q and in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2024 and other documents previously filed with the SEC. This discussion contains forward-looking statements that reflect our plans, estimates and beliefs and involve numerous risks and uncertainties, including but not limited to those described in Item 1A “Risk Factors” in Part II of this Quarterly Report on Form 10-Q. Actual results may differ materially from those contained in any forward-looking statements. You should carefully read “Special Note Regarding Forward-Looking Statements” and Item 1A “Risk Factors” in Part II of this Quarterly Report on Form 10-Q.

Previous wording

We are a global performance beauty company with a customer-centric approach to delivering breakthrough products in the cash-pay aesthetic market. Our current commercial product portfolio includes Jeuveau® (prabotulinumtoxinA-xvfs) and Evolysse™, a collection of injectable hyaluronic acid (“HA”) gels. We currently sell Jeuveau® in the United States, Canada, certain European countries and Australia, and, in April 2025, we launched Evolysse™ Form and Evolysse™ Smooth in the United States, which are indicated for wrinkles and folds, such as nasolabial folds, in adults. We expect to launch all four Evolysse™ products in Europe in the first quarter of 2026 and anticipate two additional Evolysse™ products to be approved and launched in the United States in 2026 and 2027.

Current wording

We are a global performance beauty company with a customer-centric approach to delivering breakthrough products in the cash-pay aesthetic market. Our current commercial product portfolio includes Jeuveau® (prabotulinumtoxinA-xvfs) and Evolysse™, a collection of injectable hyaluronic acid (“HA”) gels. We currently sell Jeuveau® in the United States, Canada, certain European countries and Australia, and, in April 2025, we launched Evolysse™ Form and Evolysse™ Smooth in the United States, which are indicated for wrinkles and folds, such as nasolabial folds, in adults. We expect to launch all four Evolysse™ products in Europe in the first half of 2026 and anticipate two additional Evolysse™ products to be approved and launched in the United States in 2026 and 2027.

Previous wording

The global economy, including the financial and credit markets, has recently experienced volatility and disruptions, increases in inflation rates, rising interest rates, new and threatened tariffs, severely diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, and uncertainty about economic stability. We expect elevated levels of cost inflation and recently enacted tariffs by the U.S. to continue, impacting and potentially continuing to impact consumer discretionary spending for aesthetic medical procedures. Markets experiencing uncertainty could have substantial high rates of inflation. We cannot reasonably estimate the financial impact of increased inflation or recently enacted tariffs by the United States on our financial condition, results of operations or cash flows in the future.

Current wording

The global economy, including the financial and credit markets, has experienced heightened volatility and disruptions, including fluctuations in interest rates, newly enacted and threatened tariffs, and weakening consumer confidence. Elevated levels of inflation and recently enacted tariffs by the United States have impacted and potentially will continue to impact consumer discretionary spending for aesthetic medical procedures, which has adversely affected our sales in the past and may affect our sales in the future if consumer discretionary spending declines. We cannot reasonably estimate the financial impact of potential inflation or current and threatened tariffs by the United States on our financial condition, results of operations or cash flows in the future.

Previous wording

In April 2025, we launched Evolysse™ Form and Evolysse™ Smooth in the United States. Evolysse™ delivered $9.7 million of revenue in the three months ended June 30, 2025.

Current wording

In April 2025, we launched Evolysse™ Form and Evolysse™ Smooth in the United States.

Previous wording

We currently operate one reportable segment, and our net product revenues are derived from the sales of Jeuveau®and, beginning April 2025, from the sales of Evolysse TM. Net revenues consist of gross revenues, net of adjustments primarily relating to customer rebates and rewards associated with consumer loyalty program and co-branded marketing programs. Revenues are recognized when the control of the promised goods is transferred to the customer in an amount that reflects the consideration allocated to the related performance obligations and to which we expect to be entitled in exchange for those products or services.

Current wording

We currently operate one reportable segment, and our net product revenues are derived from the sales of Jeuveau®and, beginning in April 2025, from the sales of Evolysse TM. Net revenues consist of gross revenues, net of adjustments primarily relating to customer rebates, rewards associated with consumer loyalty program, and co-branded marketing programs. Revenues are recognized when the control of the promised goods is transferred to the customer in an amount that reflects the consideration allocated to the related performance obligations and to which we expect to be entitled in exchange for those products or services.

Previous wording

Net revenues increased by $2.5 million, or 3.7%, to $69.4 million for the three months ended June 30, 2025 from $66.9 million for the three months ended June 30, 2024, due to the launch of Evolysse™ in the United States, partially offset by a decline in revenues from the sales of Jeuveau®in the United States due to softening toxin demand driven by broader macroeconomic factors that resulted in decreased patient demand. Net revenues during the three months ended June 30, 2025 and 2024 contained $0.7 million of service revenue from the sales of Jeuveau®through a distribution partner in Canada. We anticipate our continued sales growth will depend on (i) our ability to grow our customer base and increase purchases by our current customers in the competitive aesthetic market, (ii) the success of the commercial launch of Evolysse TM Form and Evolysse TMSmooth products in the United States, (iii) the success of the commerical launch of Evolysse TM injectable HA gel collection in Europe and (iv) the regulatory approval of the Evolysse TM Sculpt, and Lips products in the United States.

Current wording

Net revenues increased by $7.9 million, or 12.9%, to $69.0 million for the three months ended September 30, 2025 from $61.1 million for the three months ended September 30, 2024, primarily due to the launch of Evolysse™ in the United States and an increase in revenues from the sales of Jeuveau®. Net revenues in the three months ended September 30, 2024 contained $0.9 million of service revenue from the sales of Jeuveau®through a distribution partner in Canada; there was no service revenue recognized in the three months ended September 30, 2025. We anticipate our continued sales growth will depend on (i) our ability to grow our customer base and increase purchases by our current customers in the competitive aesthetic market, (ii) the continued success of Evolysse TM Form and Evolysse TMSmooth products in the United States, (iii) the success of the commercial launch of Evolysse TM injectable HA gel collection in Europe and (iv) the regulatory approval of the Evolysse TM Sculpt and Evolysse TMLips products in the United States.

Previous wording

Cost of goods sold, primarily consists of inventory cost, amortization of intangible asset relating to distribution right and certain royalties. Cost of goods sold increased by $4.3 million, or 21.7%, to $24.1 million for the three months ended June 30, 2025 from $19.8 million for the three months ended June 30, 2024 primarily due to product mix between Jeuveau®and Evolysse TM. We anticipate that our cost of goods sold will fluctuate in line with changes in revenues.

Current wording

Cost of goods sold primarily consists of inventory cost, amortization of intangible asset relating to distribution right and certain royalties. Cost of goods sold increased by $4.1 million, or 21.8%, to $23.1 million for the three months ended September 30, 2025 from $19.0 million for the three months ended September 30, 2024 primarily due to an increase in the volume of both Jeuveau®and Evolysse TM. We anticipate that our cost of goods sold will fluctuate in line with changes in revenues and threatened tariffs.

Previous wording

Our gross profit margin was 65.3% and 70.3% for the three months ended June 30, 2025 and 2024, respectively. We anticipate our gross profit margin will fluctuate as we implement various incentive programs that may affect the average selling price of our products and as we expand internationally.

Current wording

Our gross profit margin was 66.5% and 68.9% for the three months ended September 30, 2025 and 2024, respectively. We anticipate that our gross profit margin will fluctuate as we implement various incentive programs that may affect the average selling price of our products and as we expand internationally.

Previous wording

Selling, general and administrative expenses increased by $6.5 million, or 13.0%, to $56.7 million for the three months ended June 30, 2025 from $50.2 million for the three months ended June 30, 2024, primarily due to higher personnel costs related to our commercial activities and training for the launch of Evolysse TM. Selling, general and administrative expenses may fluctuate in the future primarily due to potential changes in marketing strategies and international launches of our products.

Current wording

Selling, general and administrative expenses increased by $0.3 million, or 0.6%, to $52.8 million for the three months ended September 30, 2025 from $52.5 million for the three months ended September 30, 2024, primarily due to higher selling-related costs. Selling, general and administrative expenses may fluctuate in the future primarily due to potential changes in marketing strategies and international launches of our products.

Previous wording

Research and development expenses decreased by $0.6 million, or 25.5%, to $1.8 million for the three months ended June 30, 2025 from $2.4 million for the three months ended June 30, 2024. The decrease was primarily attributable to our clinical operations and research and development expenses related to Evolysse TM incurred in the three months ended June 30, 2024. We expect our research and development expenses to increase if and when we develop further product candidates and as we pursue regulatory approvals in other jurisdictions for our current products.

Current wording

Research and development expenses decreased by $0.3 million, or 11.6%, to $2.0 million for the three months ended September 30, 2025 from $2.3 million for the three months ended September 30, 2024. The decrease is primarily attributable to higher research and development expenses in the three months ended September 30, 2024 relating to clinical operations and research and development activities of Evolysse TM. We expect our research and development expenses to increase if and when we develop further product candidates and as we pursue regulatory approvals in other jurisdictions for our current products.

Previous wording

The change in the fair value of the contingent royalty obligation payable to the founders of Evolus, or Evolus Founders is recorded in operating expenses in each reporting period. During the three months ended June 30, 2025 and 2024, we recognized an unrealized gain of $3.9 million and an unrealized loss of $1.6 million, respectively. Changes to the fair value of contingent royalty obligation payable to Evolus Founders are driven by changes in management assumptions relating to revenue forecasts, the discount rate used and the timing of cash flows.

Current wording

The change in the fair value of the contingent royalty obligation payable to the founders of Evolus, or Evolus Founders is recorded in operating expenses in each reporting period. During the three months ended September 30, 2025 and 2024, we recognized an unrealized gain of $0.1 million and an unrealized loss of $2.4 million, respectively. Changes to the fair value of contingent royalty obligation payable to Evolus Founders are driven by changes in management assumptions relating to revenue forecasts, the discount rate used and the timing of cash flows.

Previous wording

Depreciation and amortization increased by $0.2 million, or 30.2%, to $0.9 million for the three months ended June 30, 2025 from $0.7 million for the three months ended June 30, 2024, primarily due to an increase in amortization of internal use software and leasehold improvements.

Current wording

Depreciation and amortization increased by $0.8 million, to $1.1 million for the three months ended September 30, 2025 from $0.3 million for the three months ended September 30, 2024, primarily due to an increase in amortization of internal use software and depreciation of leasehold improvements.

Previous wording

Non-operating expense, net, increased by $3.0 million, or 81.8%, to $6.7 million for the three months ended June 30, 2025 from $3.7 million for the three months ended June 30, 2024, primarily due to interest expense of our term loans with Pharmakon. Interest on the term loans with Pharmakon is based on a variable interest rate, which we expect will continue to fluctuate with the market. See “—Liquidity and Capital Resources—The Pharmakon Term Loans” for further information.

Current wording

Non-operating expense, net, decreased by $0.2 million, or 5.8%, to $3.6 million for the three months ended September 30, 2025 from $3.8 million for the three months ended September 30, 2024, primarily due to lower interest expense on our term loans with Pharmakon. Interest on the term loans with Pharmakon is based on a variable interest rate, which we expect will continue to fluctuate with the market. See “Liquidity and Capital Resources—The Pharmakon Term Loans” for further information.

Previous wording

Net revenues consist of gross revenues net of adjustments primarily relating to customer rebates and rewards associated with consumer loyalty program and co-branded marketing programs. Revenues are recognized when control of the promised goods is transferred to the customer in an amount that reflects the consideration allocated to the related performance obligations and to which we expect to be entitled in exchange for those products or services.

Current wording

Net revenues consist of gross revenues net of adjustments primarily relating to customer rebates, rewards associated with consumer loyalty program, and co-branded marketing programs. Revenues are recognized when control of the promised goods is transferred to the customer in an amount that reflects the consideration allocated to the related performance obligations and to which we expect to be entitled in exchange for those products or services.

Previous wording

Net revenues increased by $11.7 million, or 9.2%, to $137.9 million for the six months ended June 30, 2025 from $126.2 million for the six months ended June 30, 2024, due to the launch of Evolysse™ in the United States, partially offset by a decline in revenues from the sales of Jeuveau®in the United States. Net revenues during the six months ended June 30, 2025 and 2024 contained $1.1 million of service revenue from the sales of Jeuveau®through a distribution partner in Canada. We anticipate our continued sales growth will depend on (i) our ability to grow our customer base and increase purchases by our current customers in the competitive aesthetic market, (ii) the success of the commercial launch of Evolysse TM Form and Evolysse TMSmooth products in the United States, (iii) the success of the commercial launch of Evolysse TM injectable HA gel collection in Europe and (iv) the regulatory approval for the Evolysse TM Sculpt, and Lips products in the United States.

Current wording

Net revenues increased by $19.6 million, or 10.4%, to $206.9 million for the nine months ended September 30, 2025 from $187.3 million for the nine months ended September 30, 2024, primarily due to the launch of Evolysse™ in the United States and an increase in revenues from the sales of Jeuveau®. Net revenues during the nine months ended September 30, 2025 and 2024 contained $1.1 million and $2.0 million of service revenue, respectively, from the sales of Jeuveau®through a distribution partner in Canada. We anticipate our continued sales growth will depend on (i) our ability to grow our customer base and increase purchases by our current customers in the competitive aesthetic market, (ii) the success of Evolysse TM Form and Evolysse TMSmooth products in the United States, (iii) the success of the commercial launch of Evolysse TM injectable HA gel collection in Europe and (iv) the regulatory approval for the Evolysse TM Sculpt and Evolysse TMLips products in the United States.

Previous wording

Cost of goods sold, primarily consisted of the cost of inventory, amortization of intangible asset relating to distribution right and certain royalties. Cost of goods sold increased by $7.2 million, or 18.6%, to $45.9 million for the six months ended June 30, 2025 from $38.7 million for the six months ended June 30, 2024 primarily due to product mix between Jeuveau®and Evolysse TM. We anticipate that our cost of goods sold will fluctuate in line with changes in revenues.

Current wording

Cost of goods sold primarily consists of inventory cost, amortization of intangible asset relating to distribution right and certain royalties. Cost of goods sold increased by $11.4 million, or 19.8%, to $69.1 million for the nine months ended September 30, 2025 from $57.7 million for the nine months ended September 30, 2024 primarily due to an increase in the volume of both Evolysse TMand Jeuveau®. We anticipate that our cost of goods sold will fluctuate in line with changes in revenues and threatened tariffs.

Previous wording

Our gross profit margin was 66.7% and 69.4% for the six months ended June 30, 2025 and 2024, respectively. We anticipate our gross profit margin will fluctuate as we implement various incentive programs that may affect the average selling price of our products and as we expand internationally.

Current wording

Our gross profit margin was 66.6% and 69.2% for the nine months ended September 30, 2025 and 2024, respectively. We anticipate that our gross profit margin will fluctuate as we implement various incentive programs that may affect the average selling price of our products and as we expand internationally.

Previous wording

Selling, general and administrative expenses increased by $18.0 million, or 18.9%, to $113.3 million for the six months ended June 30, 2025 from $95.3 million for the six months ended June 30, 2024, primarily due to higher personnel costs relating to our commercial activities and training for the launch of Evolysse TM. Selling, general and administrative expenses may fluctuate in the future primarily due to potential changes in marketing strategies and international launches of our products.

Current wording

Selling, general and administrative expenses increased by $18.3 million, or 12.4%, to $166.1 million for the nine months ended September 30, 2025 from $147.8 million for the nine months ended September 30, 2024, primarily due to higher personnel costs relating to our commercial activities and training for the launch of Evolysse TM. Selling, general and administrative expenses may fluctuate in the future primarily driven by potential changes in marketing strategies and international launches of our products.

Previous wording

Research and development expenses decreased by $0.4 million, or 8.6%, to $4.0 million for the six months ended June 30, 2025 from $4.4 million for the six months ended June 30, 2024. The decrease was primarily attributable to our clinical operations and research and development expenses related to Evolysse TM incurred in the six months ended June 30, 2024. We expect our research and development expenses to increase if and when we develop further product candidates and as we pursue regulatory approvals in other jurisdictions for our current products.

Current wording

Research and development expenses decreased by $0.6 million, or 9.6%, to $6.1 million for the nine months ended September 30, 2025 from $6.7 million for the nine months ended September 30, 2024. The decrease is primarily attributable to higher research and development expenses in the nine months ended September 30, 2024 relating to clinical operations and research and development activities of Evolysse TM. We expect our research and development expenses to increase if and when we develop further product candidates and as we pursue regulatory approvals in other jurisdictions for our current products.

Previous wording

The change in the fair value of the contingent royalty obligation payable to the Evolus Founders is recorded in operating expenses in each reporting period. During the six months ended June 30, 2025 and 2024, we recognized an unrealized gain of $1.8 million and an unrealized loss of $3.2 million, respectively. Changes to the fair value of contingent royalty obligation payable to Evolus Founders are driven by changes in management assumptions relating to revenue forecasts, the discount rate used and the timing of cash flows.

Current wording

The change in the fair value of the contingent royalty obligation payable to the Evolus Founders is recorded in operating expenses in each reporting period. During the nine months ended September 30, 2025 and 2024, we recognized an unrealized gain of $1.9 million and an unrealized loss of $5.6 million, respectively. Changes to the fair value of contingent royalty obligation payable to Evolus Founders are driven by changes in management assumptions relating to revenue forecasts, the discount rate used and the timing of cash flows.

Previous wording

Depreciation and amortization increased by $0.5 million, or 38.2%, to $1.8 million for the six months ended June 30, 2025 from $1.3 million for the six months ended June 30, 2024, primarily due to an increase in amortization of internal use software and leasehold improvements.

Current wording

Depreciation and amortization increased by $1.3 million, or 77.5%, to $2.9 million for the nine months ended September 30, 2025 from $1.6 million for the nine months ended September 30, 2024, primarily due to an increase in amortization of internal use software and depreciation of leasehold improvements.

Previous wording

Non-operating expense, net, increased by $2.5 million, or 31.8%, to $10.4 million for the six months ended June 30, 2025 from $7.9 million for the six months ended June 30, 2024, primarily due to interest expense of our term loans with Pharmakon. Interest on the term loans with Pharmakon is based on a variable interest rate, which we expect will continue to fluctuate with the market. See “—Liquidity and Capital Resources—The Pharmakon Term Loans” for further information.

Current wording

Non-operating expense, net, increased by $2.3 million, or 20.2%, to $14.0 million for the nine months ended September 30, 2025 from $11.7 million for the nine months ended September 30, 2024, primarily due to higher outstanding indebtedness on our term loans with Pharmakon. Interest on the term loans with Pharmakon is based on a variable interest rate, which we expect will continue to fluctuate with the market. See “Liquidity and Capital Resources—The Pharmakon Term Loans” for further information.

Previous wording

There was minimal income tax expense in each of the six months ended June 30, 2025 and 2024.

Current wording

There was minimal income tax expense in each of the nine months ended September 30, 2025 and 2024.

Previous wording

As of June 30, 2025 we had cash and cash equivalents of $61.7 million, positive working capital of $81.2 million and stockholders’ deficit of $18.7 million.

Current wording

As of September 30, 2025 we had cash and cash equivalents of $43.5 million, positive working capital of $68.2 million and stockholders’ deficit of $28.8 million.

Previous wording

Since inception, we have incurred recurring net operating losses and have an accumulated deficit of $645.4 million as of June 30, 2025 as a result of ongoing efforts to develop and commercialize our products, including providing selling, general and administrative support for our operations. We had net loss of $36.0 million and $24.5 million in the six months ended June 30, 2025 and 2024, respectively. We had a loss from operations of $25.4 million and $16.6 million in the six months ended June 30, 2025 and 2024, respectively. We used net cash of $40.4 million and $17.1 million in operating activities in the six months ended June 30, 2025 and 2024, respectively. We expect to continue to incur significant expenses for the foreseeable future as we increase marketing efforts for our products in the U.S., Europe, and Australia, prepare for commercial launch of the Evolysse™ Form, Smooth, Sculpt and Lips injectable HA gels product line in Europe, and pursue regulatory approvals in other jurisdictions for Jeuveau® and Evolysse™ products.

Current wording

Since inception, we have incurred recurring net operating losses and have an accumulated deficit of $661.2 million as of September 30, 2025 as a result of ongoing efforts to develop and commercialize our products, including providing selling, general and administrative support for our operations. We had net loss of $51.8 million and $43.6 million in the nine months ended September 30, 2025 and 2024, respectively. We had a loss from operations of $36.9 million and $32.1 million in the nine months ended September 30, 2025 and 2024, respectively. We used net cash for operating activities of $55.1 million and $22.8 million in the nine months ended September 30, 2025 and 2024, respectively. We expect to continue to incur significant expenses for the foreseeable future as we increase commercialization efforts for our products in the U.S., Europe, and Australia, prepare for commercial launch of Evolysse™ Form, Evolysse TMSmooth, Evolysse TMSculpt and Evolysse TMLips injectable HA gel products in Europe, and pursue regulatory approvals in other jurisdictions for Jeuveau® and Evolysse™ products.

Previous wording

On March 8, 2023, we entered into an “at-the-market” sales agreement (the “ATM Sales Agreement”) and filed a shelf registration statement on Form S-3 and corresponding prospectus with the SEC to permit sales under the ATM Sales Agreement, which registration statement became effective on June 8, 2023. We have not sold any shares under the ATM Sales Agreement. See Note 10. Stockholders’ Equity in the Notes to the Condensed Consolidated Financial Statements in Part I, Item 1 of this quarterly report for additional information.

Current wording

On March 8, 2023, we entered into an “at-the-market” sales agreement (the “ATM Sales Agreement”) and filed a shelf registration statement on Form S-3 and corresponding prospectus with the SEC to permit sales under the ATM Sales Agreement. The registration statement became effective on June 8, 2023. We have not sold any shares under the ATM Sales Agreement. See Note 10. Stock-Based Compensation and Stockholders’ Equity in the Notes to the Condensed Consolidated Financial Statements in Part I, Item 1 of this quarterly report for additional information.

Previous wording

On December 14, 2021, we entered into a loan agreement with BPCR Limited Partnership, BioPharma Credit Investments V (Master) LP, and Biopharma Credit PLC (collectively, “Pharmakon”), which was subsequently amended in December 2022 and May 2023 (as amended, the “Prior Pharmakon Loan Agreement”). Pursuant to the terms of the Prior Pharmakon Loan Agreement, Pharmakon made loans to us totaling $125,000 (the “Prior Pharmakon Term Loans”). The Prior Pharmakon Term Loans loan bore an annual interest rate equal to the 3-month secured overnight financing rate (“SOFR”) (subject to a SOFR floor of 1.0%) plus 8.5% per annum.

Current wording

On December 14, 2021, we entered into a loan agreement with BPCR Limited Partnership, BioPharma Credit Investments V (Master) LP, and Biopharma Credit PLC (collectively, “Pharmakon”), which was subsequently amended in December 2022 and in May 2023 (as amended, the “Prior Pharmakon Loan Agreement”). Pursuant to the terms of the Prior Pharmakon Loan Agreement, Pharmakon made loans to us totaling $125,000 (the “Prior Pharmakon Term Loans”). The Prior Pharmakon Term Loans loan bore an annual interest rate equal to the 3-month secured overnight financing rate (“SOFR”) (subject to a SOFR floor of 1.0%) plus 8.5% per annum.

Previous wording

On May 5, 2025, we entered into the A&R Loan Agreement with Pharmakon, which amends and restates the Prior Pharmakon Loan Agreement. Under the A&R Loan Agreement, Pharmakon agreed to make a senior secured term loan to us in an aggregate principal amount of up to $250.0 million to be funded in three tranches, comprised of an initial $150.0 million tranche funded upon the execution of the A&R Loan Agreement and two additional tranches of up to $50.0 million each, available at our election (collectively, the “New Pharmakon Term Loans”). The initial tranche of $150.0 million was released on May 5, 2025, which includes the $125.0 million of principal amount borrowed relating to the Prior Pharmakon Term Loans and $25.0 million of incremental borrowings. Total proceeds of $23.4 million were received by us, net of discounts and fees paid to the lender, from the funding of the initial tranche. The New Pharmakon Term Loans accrue interest at a per annum rate equal to the 3-month SOFR (subject to a SOFR floor of 3.5%) plus 5.0% per annum. See Note 7. Term Loans in the Notes to the Condensed Consolidated Financial Statements in Part I, Item 1 of this quarterly report for additional information.

Current wording

On May 5, 2025, we entered into the A&R Loan Agreement with Pharmakon, which amends and restates the Prior Pharmakon Loan Agreement. Under the A&R Loan Agreement, Pharmakon agreed to make a senior secured term loan to us of an aggregate principal amount of up to $250.0 million to be funded in three tranches, comprised of an initial $150.0 million tranche funded upon the execution of the A&R Loan Agreement and two additional tranches of up to $50.0 million each, available at our election until December 31, 2026 (collectively, the “New Pharmakon Term Loans”). The initial tranche of $150.0 million was released on May 5, 2025, which includes the $125.0 million of outstanding principal amount related to the Prior Pharmakon Term Loans and $25.0 million of incremental borrowings. Total net proceeds of $23.4 million were received by us, net of discounts and fees paid to the lender, from the funding of the initial tranche. The New Pharmakon Term Loans accrue interest at a per annum rate equal to the 3-month SOFR (subject to a SOFR floor of 3.5%) plus 5.0% per annum. In addition, under the terms of the A&R Loan Agreement, we are permitted to incur additional indebtedness in the form of a working capital or revolving loan facility with a maximum credit line of no more than $40.0 million at any time, subject to Pharmakon’s consent and certain terms and conditions customary for credit facilities of similar size and type. See Note 7. Term Loans in the Notes to the Condensed Consolidated Financial Statements in Part I, Item 1 of this quarterly report for additional information.

Previous wording

As of June 30, 2025, we recorded an aggregate balance of $38.6 million on our condensed consolidated balance sheet for the future royalty payment obligation to the Evolus Founders.

Current wording

As of September 30, 2025, we recorded an aggregate balance of $36.7 million in our condensed consolidated balance sheet for the future royalty payment obligation to the Evolus Founders.

Previous wording

In February 2021, we settled litigation claims related to a complaint against us filed by Allergan, Inc. and Allergan Limited (together, “Allergan”) and Medytox, Inc. (“Medytox”) in the U.S. International Trade Commission related to Jeuveau® (the “ITC Action”) and certain related matters by entering into a Settlement and License Agreement with Medytox and Allergan, which we refer to as the U.S. Settlement Agreement, and another Settlement and License Agreement with Medytox, which we refer to as the ROW Settlement Agreement. We refer to the U.S. Settlement Agreement and the ROW Settlement Agreement collectively as the Medytox Settlement Agreements. From September 17, 2022 to September 16, 2032, we have paid and will pay to Medytox a quarterly, mid-single digit royalty on net sales of Jeuveau®sold in other Evolus territories.

Current wording

In February 2021, we settled litigation claims related to a complaint filed against us by Allergan, Inc. and Allergan Limited (together, “Allergan”) and Medytox, Inc. (“Medytox”) in the U.S. International Trade Commission related to Jeuveau® (the “ITC Action”) and certain related matters by entering into a Settlement and License Agreement with Medytox and Allergan, which we refer to as the U.S. Settlement Agreement, and another Settlement and License Agreement with Medytox, which we refer to as the ROW Settlement Agreement. We refer to the U.S. Settlement Agreement and the ROW Settlement Agreement collectively as the “Medytox Settlement Agreements.”From September 17, 2022 to September 16, 2032, we have paid and will pay to Medytox a quarterly, mid-single digit royalty on net sales of Jeuveau®sold in other Evolus territories.

Previous wording

Our agreement (as amended, the “Daewoong Agreement”) with Daewoong Pharmaceutical Co. Ltd. (“Daewoong”) provides us with an exclusive distribution license to Jeuveau® from Daewoong for aesthetic indications in the United States, the European Union, United Kingdom, members of the European Economic Area, Switzerland, Canada, Australia, New Zealand, and South Africa, as well as co-exclusive distribution rights with Daewoong in Japan. The Daewoong Agreement includes certain minimum annual purchases we are required to make in order to maintain the exclusivity of the license. We may, however, meet these minimum purchase obligations by achieving certain market share in our licensed territories. These potential minimum purchase obligations are contingent upon the occurrence of future events, including receipt of governmental approvals and our future market share in various jurisdictions.

Current wording

Our agreement (as amended, the “Daewoong Agreement”) with Daewoong Pharmaceutical Co. Ltd. (“Daewoong”) provides us with an exclusive distribution license to Jeuveau®for aesthetic indications in the United States, the European Union, United Kingdom, members of the European Economic Area, Switzerland, Canada, Australia, New Zealand, and South Africa, as well as co-exclusive distribution rights with Daewoong in Japan. The Daewoong Agreement includes certain minimum annual purchases which we are required to make in order to maintain the exclusivity of the license. We may, however, meet these minimum purchase obligations by achieving certain market share in our licensed territories. These potential minimum purchase obligations are contingent upon the occurrence of future events, including receipt of governmental approvals and our future market share in various jurisdictions.

Previous wording

Our agreement (the “Symatese U.S. Agreement”) with Symatese Aesthetics S.A.S (“Symatese”) provides us with an exclusive right to commercialize and distribute the five injectable HA gel product candidates, Form, Smooth, Sculpt, Lips and Eye in the United States for use in the aesthetics and dermatological field of use. We also have the right of first negotiation to obtain a license from Symatese to commercialize and distribute any new products developed using the same technology as the Evolysse™ collection of injectable HA gels. The Symatese U.S. Agreement includes certain milestone payments, development cost-sharing arrangements, and minimum annual purchases we are required to make in order to maintain the exclusivity of the license. We may, however, meet these minimum purchase obligations by achieving certain market share in our licensed territory. These potential minimum purchase obligations are contingent upon the occurrence of future events, including receipt of governmental approvals and our future market share.

Current wording

Our agreement (the “Symatese U.S. Agreement”) with Symatese Aesthetics S.A.S (“Symatese”) provides us with an exclusive right to commercialize and distribute five injectable HA gel product candidates, Form, Smooth, Sculpt, Lips and Eye in the United States for use in the aesthetics and dermatological field of use. We also have the right of first negotiation to obtain a license from Symatese to commercialize and distribute any new products developed using the same technology as the Evolysse™ collection of injectable HA gels. The Symatese U.S. Agreement includes certain milestone payments, development cost-sharing arrangements, and minimum annual purchases that we are required to make in order to maintain the exclusivity of the license. We may, however, meet these minimum purchase obligations by achieving certain market share in our licensed territory. These potential minimum purchase obligations are contingent upon the occurrence of future events, including receipt of governmental approvals and our future market share.

Previous wording

Our agreement (the “Symatese Europe Agreement”) with Symatese provides us with an exclusive right to commercialize and distribute four injectable HA gel product candidates, Form, Smooth, Sculpt and Lips in 50 countries in Europe for use in the aesthetics and dermatological fields. The Symatese Europe Agreement includes certain milestone payments and minimum annual purchases we are required to make in order to maintain the exclusivity of the license. We may, however, meet these minimum purchase obligations by achieving certain market share in our licensed territory. These potential minimum purchase obligations are contingent upon the occurrence of future events, including receipt of governmental approvals and our future market share.

Current wording

Our agreement (the “Symatese Europe Agreement”) with Symatese provides us with an exclusive right to commercialize and distribute four injectable HA gel product candidates, Form, Smooth, Sculpt and Lips in 50 countries in Europe for use in the aesthetics and dermatological fields. The Symatese Europe Agreement includes certain milestone payments and minimum annual purchases which we are required to make in order to maintain the exclusivity of the license. We may, however, meet these minimum purchase obligations by achieving certain market share in our licensed territory. These potential minimum purchase obligations are contingent upon the occurrence of future events, including receipt of governmental approvals and our future market share.

Previous wording

Our corporate headquarters in Newport Beach, California is under a non-cancelable operating lease, which expires on January 31, 2030 with an option to extend the term for an additional 60 months. Lease payments increase based on an annual rent escalation clause that occurs on February 1st of each year under the lease term.

Current wording

Our corporate headquarters in Newport Beach, California is under a non-cancelable operating lease, which expires on January 31, 2030 with an option to extend the term for an additional 60 months. Lease payments increase based on an annual rent escalation clause that occurs on February 1st of each year during the lease term.

Previous wording

We believe that our current capital resources, which consist of cash and cash equivalents, future cash generated from operations, availability of liquidity under the New Pharmakon Term Loans and existing liquidity, will be sufficient to satisfy our cash requirements for at least the next twelve months for working capital that supports our daily operations and to meet commitments under our contractual obligations with third parties, although we may wish to access the debt and equity markets or other sources of financing to satisfy our long-term cash requirements as further discussed below.

Current wording

We believe that our current capital resources, which consist of cash and cash equivalents, future cash generated from operations, availability of liquidity under the New Pharmakon Term Loans and existing liquidity, will be sufficient to satisfy our cash requirements for at least the next twelve months with respect to working capital that supports our daily operations and to meet commitments under our contractual obligations with third parties, although we may wish to access the debt and equity markets or other sources of financing to satisfy our long-term cash requirements as further discussed below.

Previous wording

We have based our projections of capital requirements on assumptions that may prove to be incorrect and we may use all our available capital resources, which consist of cash and cash equivalents and cash generated from operations, sooner than we expect. Our cash requirements depend on numerous factors, including but not limited to, the impact of any potential disruptions to our supply chain, inflation or other economic conditions, uncertainty regarding the stability of certain financial institutions, and other long-term commitments and contingencies. Because of the numerous risks and uncertainties associated with research, development and commercialization of our products, we are unable to estimate the exact amount of our operating capital requirements, including our requirements beyond the next twelve months. In such case, we may be required to raise additional capital to fund future operations through the incurrence of debt, the entry into licensing or collaboration agreements with partners, sale of equity securities, grants or other sources of financing. However, there can be no assurance such financing or other alternatives will be available to us on acceptable terms, or at all. The global economy, including the financial and credit markets, has recently experienced significant volatility and disruptions, including severely diminished liquidity and credit availability and elevated interest rates. These conditions may adversely impact our ability to raise additional capital on acceptable terms, or at all.

Current wording

We have based our projections of capital requirements on assumptions that may prove to be incorrect and we may use all our available capital resources, which consist of cash and cash equivalents and cash generated from operations, sooner than we expect. Our cash requirements depend on numerous factors, including but not limited to, the impact of any potential disruptions to our supply chain, inflation or other economic conditions, uncertainty regarding the stability of certain financial institutions, and other long-term commitments and contingencies. Because of the numerous risks and uncertainties associated with research, development and commercialization of our products, we are unable to estimate the exact amount of our operating capital requirements, including our requirements beyond the next twelve months. In such case, we may be required to raise additional capital to fund future operations through the incurrence of debt, the entry into licensing or collaboration agreements with partners, sale of equity securities, grants or other sources of financing. However, there can be no assurance such financing or other alternatives will be available to us on acceptable terms, or at all. The global economy, including the financial and credit markets, has recently experienced significant volatility and disruptions, volatility in inflation and interest rates, new and threatened tariffs, declines in consumer confidence and uncertainty about economic stability. These conditions may adversely impact our ability to raise additional capital on acceptable terms, or at all.

Previous wording

•the cost of maintaining or increasing in the future a sales force, the productivity of that sales force, the market acceptance of our products and the actions and product introductions of our competitors;

Current wording

•the cost of maintaining or increasing a sales force in the future, the productivity of that sales force, the market acceptance of our products and the actions and product introductions of our competitors;

Previous wording

•the timing, receipt and amount of sales of any future approved or cleared products, if any.

Current wording

•the timing, receipt and amount of sales of any products approved or cleared in the future, if any.

Previous wording

Cash provided by financing activities was $19.0 million for the six months ended June 30, 2025 compared to $50.1 million for the six months ended June 30, 2024, primarily driven by $25.0 million of proceeds from the modification of our long-term debt, partially offset by $4.4 million of payments relating to contingent royalty obligation to Evolus Founders and $2.6 million in payments for debt modification fees. For the six months ended June 30, 2024, cash provided by financing activities was mostly due to $51.2 million of proceeds from a follow-on equity offering.

Current wording

Cash provided by financing activities was $17.3 million in the nine months ended September 30, 2025 compared to cash provided by financing activities of $48.7 million in the nine months ended September 30, 2024. The decrease in cash provided by financing activities is primarily attributable to lower cash receipts of $2.3 million from exercise of stock options and $51.2 million of proceeds from a follow-on equity offering in the nine months ended September 30, 2024. There was no follow-on equity offering in the nine months ended September 30, 2025. The decrease in cash provided by financing activities is partially offset by $22.4 million of net proceeds from the modification of our long-term debt.

Previous wording

Our material cash requirements from known contractual and other obligations, including commitments for capital expenditures, primarily consist of (i) principal and interest payments related to our New Pharmakon Term Loans (future interest payments on our outstanding New Pharmakon Term Loans total approximately $68.3 million, with $14.1 million due within twelve months), (ii) quarterly royalty payments to the Evolus Founders based on a low single digit percentage of net sales of Jeuveau® (these obligations terminate in the quarter after the 10-year anniversary of the first commercial sale of Jeuveau® in the United States), (iii) quarterly royalty payments to Medytox based on a low single digit royalty on net sales of Jeuveau®sold in the United States and other Evolus territories (during the period from September 17, 2022 to September 16, 2032), (iv) minimum purchase obligations under the Daewoong Agreement, (v) €12.1 million of milestone payments under the Symatese U.S. Agreement, subject to FDA approval of three Evolysse™ products, consisting of €1.6 million due on the date of FDA approval, €4.1 million in June 2026, €3.2 million in June 2027, and €3.2 million in June 2028, in each case subject to and contingent on three of the injectable HA gel products gaining approval prior to the milestone payment date, (vi) €3.1 million of milestone payments under the Symatese Europe Agreement consisting of: €1.2 million on the second anniversary of certain regulatory approvals and €1.9 million on the earlier of the third anniversary of certain regulatory approvals or following a year in which we achieves €25.0 million in revenue in Europe for the injectable HA gel products, (vii) minimum purchase and royalty obligations for the injectable HA gel products, and (viii) obligations under operating leases related to our office space which are described in more detail in Note 8. Operating Leasesin the Notes to the Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q. During the six months ended June 30, 2025, there were no material changes to these obligations as reported in our Annual Report on Form 10-K for the year ended December 31, 2024, except as described above with respect to the New Pharmakon Term Loans.

Current wording

Our material cash requirements from known contractual and other obligations, including commitments for capital expenditures, primarily consist of (i) principal and interest payments related to our New Pharmakon Term Loans (future interest payments on our outstanding New Pharmakon Term Loans total approximately $65 million, with $14.1 million due within twelve months), (ii) quarterly royalty payments to the Evolus Founders based on a low single digit percentage of net sales of Jeuveau® (these obligations terminate in the quarter after the 10-year anniversary of the first commercial sale of Jeuveau® in the United States), (iii) quarterly royalty payments to Medytox based on a mid-single digit royalty on net sales of Jeuveau®sold in the United States and other Evolus territories (during the period from September 17, 2022 to September 16, 2032), (iv) minimum purchase obligations under the Daewoong Agreement, (v) €12.1 million of milestone payments under the Symatese U.S. Agreement, subject to FDA approval of three Evolysse™ products, consisting of €1.6 million due on the date of FDA approval, €4.1 million in June 2026, €3.2 million in June 2027, and €3.2 million in June 2028, in each case subject to and contingent on three of the injectable HA gel products gaining approval prior to the milestone payment date, (vi) €3.1 million of milestone payments under the Symatese Europe Agreement consisting of €1.2 million on the second anniversary of certain regulatory approvals and €1.9 million on the later of the third anniversary of certain regulatory approvals or December of any year in which we achieve US$25.0 million of net revenue in Europe for the injectable HA gel products, (vii) minimum purchase and royalty obligations for the injectable HA gel products, and (viii) obligations under operating leases related to our office space, which are described in more detail in Note 8. Operating Leasesin the Notes to the Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q. During the nine months ended September 30, 2025, there were no material changes to these obligations as reported in our Annual Report on Form 10-K for the year ended December 31, 2024, except as described above with respect to the New Pharmakon Term Loans.