[8-K] Evolus, Inc. Reports Material Event

Rhea-AI Filing Summary

Cartesian Growth Corporation II (Nasdaq: RENE/RENEU/RENEW) filed an 8-K disclosing its ninth one-month extension to complete a business combination. The Board moved the deadline, known as the “Business Combination Period,” from 5 Aug 2025 to 5 Sep 2025.

To effect the extension, sponsor CGC II Sponsor LLC will advance $250,000 under an unsecured promissory note that permits borrowings up to $2.4 million. The funds will be deposited into the IPO trust account as required by the company’s amended memorandum and articles.

This is the 9th of 12 permissible monthly extensions; no additional financial results, target identification, or other material transactions were reported.

Positive

• Sponsor advances $250,000 to fund the trust, signaling ongoing financial support.
• Trust account remains intact, preserving redemption value for public shareholders.

Negative

• Ninth extension highlights continued inability to secure a merger target, increasing deal uncertainty.
• Additional borrowing under the $2.4 million note raises leverage ahead of any future transaction.

Insights

SPAC Analyst

TL;DR – Ninth extension keeps SPAC alive but signals difficulty closing a deal; sponsor support limits immediate redemption risk.

Another one-month extension to 5 Sep 2025 indicates CGC II has yet to secure a definitive merger agreement. The sponsor’s $250k deposit demonstrates continued financial backing, protecting the trust value and meeting charter requirements. However, with only three monthly extensions left, time pressure rises and potential targets gain negotiating leverage. Overall impact is neutral: cash safety maintained, but strategic uncertainty persists.

Risk Analyst

TL;DR – Repeated deadline pushes heighten execution risk; growing sponsor loan increases leverage against future proceeds.

The ninth consecutive extension underscores prolonged deal sourcing challenges, raising the probability of liquidation or shareholder fatigue. Each draw on the unsecured note—now at least $250k—adds liabilities senior to ordinary shareholders upon closing. With only three extensions remaining, investors should monitor note balance growth and any shift in sponsor commitment. From a risk viewpoint, the filing leans negative because timeline slippage and incremental debt can erode eventual transaction economics.

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 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 1, 2025

EVOLUS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-38381

46-1385614

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

520 Newport Center Drive, Suite 1200

Newport Beach, California 92660

(Address of principal executive offices) (Zip Code)

(949) 284-4555

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, par value $0.00001 per share			EOLS			The Nasdaq Stock Market LLC (Nasdaq Global Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

Item 2.02    Results of Operations and Financial Condition.

On August 5, 2025, the Evolus, Inc. (the "Company") issued a press release announcing its financial results for the quarter ended June 30, 2025. The press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.

As provided in General Instruction B.2 of Form 8-K, the information in this Item 2.02 of this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of David Moatazedi as Principal Financial Officer

On August 1, 2025, the Company's Board of Directors appointed David Moatazedi, the Company’s President and Chief Executive Officer, to serve as Principal Financial Officer of the Company until a new Principal Financial Officer is appointed.

There is no additional compensation associated with Mr. Moatazedi’s appointment to Principal Financial Officer. Biographical information for Mr. Moatazedi and information regarding certain related party transactions disclosable pursuant to Item 404(a) of Regulation S-K involving Mr. Moatazedi are reported in the Company's Proxy Statement on Schedule 14A filed with the SEC on April 25, 2025.

Mr. Moatazedi has no family relationships with any director or executive officer of the Company, and there are no arrangements or understandings with any person pursuant to which he will be selected as an officer of the Company.

Departure of Chief Marketing Officer

On August 4, 2025, the Company announced the departure of Tomoko Yamagishi-Dressler from her role as the Chief Marketing Officer of the Company, effective as of August 22, 2025. Mrs. Yamagishi-Dressler’s departure was mutually agreed to with the Company and did not result from any disagreement with the company on any matter relating to the Company’s operations, policies or practices.

In connection with her departure, Mrs. Yamagishi-Dressler is entitled to receive severance benefits consistent with the terms of her employment agreement with the Company, which was filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on November 7, 2023. No other compensatory arrangements were entered into or amended in connection with her separation.

Item 9.01    Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit Number						Description
99.1						Press Release of Evolus, Inc., dated August 5, 2025
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			Evolus, Inc.
Dated: August 5, 2025						/s/ David Moatazedi
						David Moatazedi
						President and Chief Executive Officer

FAQ

Why did RENE/RENEW file this Form 8-K?

The company disclosed approval of its ninth one-month extension to complete a business combination and the related $250,000 sponsor deposit.

What is the new business-combination deadline for Cartesian Growth Corporation II?

The deadline was extended to September 5, 2025.

How much money is being added to the trust account?

$250,000 will be deposited by the sponsor under an unsecured promissory note.

How many extensions remain under the Articles?

Three one-month extensions remain; this was the 9th of 12 allowable extensions.

Does the filing mention any merger target or financial results?

No. The 8-K reports only the extension and related funding; no target or earnings data were provided.