Caligan Partners and David Johnson Disclose 3.34M EOLS Shares (5.2%)

Rhea-AI Filing Summary

Caligan Partners LP and its managing partner David Johnson filed a Schedule 13G reporting shared beneficial ownership of 3,341,970 shares of Evolus, Inc. common stock, representing 5.2% of the class based on 64,475,589 shares outstanding as of May 2, 2025. The reporting persons state the shares are held by Caligan Partners Master Fund LP and a managed account and are owned in the ordinary course of business, not to influence control of the company. Caligan is organized in Delaware and Mr. Johnson is a U.S. citizen. Principal business address for the filers is 780 Third Avenue, 30th Floor, New York, NY 10017.

Positive

• Disclosure of >5% stake provides transparency on ownership concentration
• Filed as Schedule 13G, indicating the position is represented as passive and held in the ordinary course
• Detailed ownership basis (3,341,970 shares and the 64,475,589 share outstanding figure) gives precise percentage context

Negative

• None.

Insights

Securities Analyst

TL;DR A single investment manager reports a modest, disclosed stake just above 5%, filed under passive Schedule 13G rules.

The filing shows Caligan and David Johnson hold a 5.2% position via the Caligan Fund and a managed account, with 3,341,970 shares reported as shared voting and dispositive power. Because this is a Schedule 13G and the certifying language states the position is held in the ordinary course and not to influence control, the position is presented as passive rather than an activist stake. The reported base of 64,475,589 outstanding shares gives clear context for the percentage. For investors, this is a material disclosure of ownership concentration but not a signal of attempted control or change in governance.

Corporate Governance Expert

TL;DR Disclosure indicates passive holdings with shared voting rights; not a control intent filing.

The statement includes the required certification that the securities were acquired and are held in the ordinary course of business and not for purposes of changing or influencing control. Reporting classification codes list Caligan as an investment adviser and private fund ("IA, PN") and Mr. Johnson as a hedge/individual participant ("HC, IN"), which aligns with common fund-manager reporting. Signatures by Mr. Johnson as both managing partner and individually complete the joint filing. This satisfies regulatory transparency for a >5% shareholder without implying governance action.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/14/2025 - 04:15 PM Learn about SEC filing dates

FAQ

What stake in Evolus (EOLS) does Caligan Partners LP report?

Caligan Partners LP and David Johnson report beneficial ownership of 3,341,970 shares, equal to 5.2% of Evolus common stock.

Is the Caligan position in EOLS filed as active or passive?

The position is filed on Schedule 13G with a certification stating the shares are held in the ordinary course of business and not to change or influence control, indicating a passive position.

What share count was used to calculate the 5.2% for EOLS?

The percentage is calculated using 64,475,589 shares outstanding as of May 2, 2025, per the companys quarterly report.

Who are the reporting persons and where are they located?

The filers are Caligan Partners LP (a Delaware limited partnership) and David Johnson (Managing Partner). Their principal business address is 780 Third Avenue, 30th Floor, New York, NY 10017.

Did the filers assert any intent to influence company control?

No. The filing includes a certification that the securities were not acquired or held for the purpose of changing or influencing the issuers control.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Evolus, Inc.

(Name of Issuer)

Common Stock, par value $0.00001 per share

(Title of Class of Securities)

30052C107

(CUSIP Number)

06/30/2025

(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 3,341,970.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,341,970.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,341,970.00

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)

5.2 %

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 3,341,970.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,341,970.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,341,970.00

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)

5.2 %

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, Suite 1200 Newport Beach, CA 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 Caligan Partners Master Fund LP, a Cayman Islands limited partnership (the "Caligan Fund") and a managed account (the "Caligan Account"), 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 Fund and Caligan Account; 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 Fund and Caligan Account. 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. The percentages set forth in this Schedule 13G are calculated based upon an aggregate of 64,475,589 shares of Common Stock outstanding as of May 2, 2025, as reported in the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, filed with the Securities and Exchange Commission on May 7, 2025.
(b)	Percent of class: 5.2%
(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.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. See Item 2(a).
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.

Caligan Partners LP

Signature:	/s/ David Johnson
Name/Title:	David Johnson, Managing Partner
Date:	08/14/2025

David Johnson

Signature:	/s/ David Johnson
Name/Title:	David Johnson, Individually
Date:	08/14/2025

Exhibit Information

Exhibit 99.1: Joint Filing Agreement