Evolus, Inc. received an updated ownership report from Caligan Partners LP and David Johnson showing they no longer beneficially own any of its common stock. The filing states each reporting person has 0 shares with sole or shared voting and dispositive power, representing 0.0% of the common stock class as of the reported date. The reporters also certify the securities were acquired and held in the ordinary course of business and not for the purpose of changing or influencing control of Evolus.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
Evolus, Inc.
(Name of Issuer)
Common Stock, par value $0.00001 per share
(Title of Class of Securities)
30052C107
(CUSIP Number)
12/31/2025
(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)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
30052C107
1
Names of Reporting Persons
Caligan Partners LP
2
Check the appropriate box if a member of a Group (see instructions)
(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
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.0 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP No.
30052C107
1
Names of Reporting Persons
David Johnson
2
Check the appropriate box if a member of a Group (see instructions)
(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
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.0 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Evolus, Inc.
(b)
Address of issuer's principal executive offices:
520 NEWPORT CENTER DRIVE, 520 NEWPORT CENTER DRIVE, NEWPORT BEACH, CALIFORNIA, 92660.
Item 2.
(a)
Name of person filing:
This statement is filed by:
(i) Caligan Partners LP, a Delaware limited partnership ("Caligan"), which serves indirectly as the investment manager to certain funds and accounts (the "Caligan Funds and Accounts"), with respect to the shares of common stock, par value $0.00001 per share ("Common Stock") of Evolus, Inc., a Delaware corporation (the "Company"), held by the Caligan Funds and Accounts; and
(ii) David Johnson, the Managing Partner of Caligan and Managing Member of Caligan Partners GP LLC, the general partner of Caligan ("Mr. Johnson"), with respect to the shares of Common Stock held by the Caligan Funds and Accounts.
Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons."
(b)
Address or principal business office or, if none, residence:
The principal business address of each of the Reporting Persons is 780 Third Avenue, 30th Floor, New York, NY 10017.
(c)
Citizenship:
Caligan is a Delaware limited partnership. Mr. Johnson is a United States citizen.
(d)
Title of class of securities:
Common Stock, par value $0.00001 per share
(e)
CUSIP No.:
30052C107
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(b)
Percent of class:
0%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 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 or Control Person.
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.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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, other than activities solely in connection with a nomination under § 240.14a-11.
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.
What does the Caligan Schedule 13G/A filing mean for Evolus (EOLS)?
It shows Caligan Partners LP and David Johnson now report beneficial ownership of 0 Evolus common shares, or 0.0% of the class. This indicates they are no longer 5% or greater shareholders under SEC reporting rules.
Who are the reporting persons in the Evolus (EOLS) Schedule 13G/A?
The reporting persons are Caligan Partners LP and David Johnson. Caligan served as investment manager to certain funds and accounts holding Evolus common stock, and Johnson is Caligan’s Managing Partner and Managing Member of its general partner.
How many Evolus (EOLS) shares does Caligan now beneficially own?
Caligan reports beneficial ownership of 0.00 Evolus common shares. The filing lists 0.00 sole voting power, 0.00 shared voting power, 0.00 sole dispositive power, and 0.00 shared dispositive power, resulting in 0.0% of the class.
What percentage of Evolus (EOLS) does David Johnson report owning?
David Johnson reports beneficial ownership of 0.00 Evolus common shares, representing 0.0% of the outstanding common stock. He has no sole or shared voting or dispositive power over Evolus shares according to the ownership table.
Why is this Evolus (EOLS) Schedule 13G/A labeled Amendment No. 2?
It is an amended beneficial ownership statement updating prior Schedule 13G reports. Amendment No. 2 reflects that the reporting persons’ holdings have changed so they now own 5 percent or less of the Evolus common stock class.
What business purpose does Caligan state for holding Evolus (EOLS) shares?
They certify the securities were acquired and are held in the ordinary course of business. The filing states they were not acquired or held to change or influence control of Evolus, nor in connection with any transaction having that purpose or effect.