Evotec Se SEC Filings

Evotec SE filed a Form 6-K as a foreign private issuer to report a directors’ dealing by Dr. Cord Dohrmann. The filing states that on June 16, 2026, the company submitted a directors’ dealing notice for a transaction in which Dr. Dohrmann sold shares, detailed in Exhibit 99.1. This is an administrative disclosure and does not include financial results or guidance.

Evotec SE reported a sharp downturn in first‑quarter 2026 results while advancing a major restructuring and strategic review. Group revenue fell 21.7% to €156.6 million, or €166.9 million at constant exchange rates, mainly because Q1 2025 included a large Sandoz license payment and markets for early discovery remained soft.

Cost controls reduced R&D to €10.1 million and SG&A to €43.8 million, but a €75.0 million reorganization charge under the Horizon program pushed operating loss to €121.4 million and net loss to €121.9 million, or €0.69 per share. Adjusted Group EBITDA swung from €3.1 million profit to a €21.9 million loss.

Horizon aims to streamline Evotec’s footprint to ten sites and deliver about €75 million of structural annual savings by the end of 2027, with 20–30% expected in 2026. Despite the loss, liquidity remained sizeable at €444.8 million. After quarter‑end, Evotec agreed to receive about $100 million upfront, plus up to $58 million in milestones, from the sale of its minority stake in Tubulis to Gilead, and installed a new CFO and COO. Full‑year 2026 guidance was reaffirmed.

Evotec SE received an updated ownership and cooperation disclosure from MAK Capital Fund and related parties. The group reports beneficial ownership of 12,681,898 Ordinary Shares, representing about 7.1% of Evotec’s 177,877,782 outstanding Ordinary Shares and ADS-equivalent shares as of May 1, 2026.

MAK Fund bought these shares in open-market transactions for an aggregate purchase price of approximately 73,333,274 euros, excluding commissions. MAK and Evotec entered into a cooperation agreement on April 29, 2026, under which Evotec will nominate Dr. Wolfgang Hofmann to its Supervisory Board at the June 11, 2026 AGM, and the agenda includes increasing the Supervisory Board from six to seven members. MAK Fund agreed to customary voting and cooperation commitments, including supporting board expansion and the issuer’s nominees for the open seats.

Evotec SE filed an update on corporate governance, highlighting board nominations and a new shareholder agreement. The company has nominated Dr. Wolfgang Hofmann for election as an independent member of the Supervisory Board at the Annual General Meeting on 11 June 2026. The agenda also includes the previously announced nomination of Dieter Weinand as Chairman and a proposal to expand the Supervisory Board from six to seven members.

Evotec has entered into a cooperation agreement with key shareholder MAK Capital Fund LP, which includes customary voting and cooperation commitments. Both Evotec’s Supervisory Board leadership and MAK Capital emphasize constructive shareholder engagement to support the company’s ongoing transformation and long‑term success.

Evotec SE reports that its Chief Financial Officer Paul Hitchin will step down on April 30, 2026 for personal reasons described as unrelated to the company. Hitchin, who has served as CFO since March 1, 2025, is credited with guiding Evotec through a significant financial and strategic evolution and supporting a broader company transformation.

Claire Hinshelwood has been appointed as the new CFO effective May 1, 2026. She brings more than 30 years of financial leadership experience, including roles as Group Chief Finance Officer of BMI Group, Global Head of Finance Operations at Novartis, and senior finance roles at Syngenta. Evotec’s CEO and both CFOs emphasize continuity in executing the company’s transformation plan aimed at increased profitability, sustainable growth, and value creation.

Evotec SE reported fourth quarter and full-year 2025 results showing stronger profitability despite slightly lower annual revenue. Q4 Group revenues were €253.3 million, up 14% year-on-year, while adjusted Group EBITDA more than doubled to €58.0 million, helped by a license payment under the Sandoz agreement.

For full-year 2025, Group revenues were €788.4 million, a modest 1.1% decline, but adjusted Group EBITDA rose to €41.1 million from €22.6 million as cost discipline delivered structural savings of €60 million. Liquidity at year-end stood at €476 million, reflecting a net cash position.

Segment trends diverged: Drug Discovery & Preclinical Development revenues fell 13.5% to €528.9 million with negative adjusted EBITDA, while Just – Evotec Biologics revenues grew 39% to €259.4 million and adjusted EBITDA rose to €53.2 million, supported by the Sandoz transaction valued at more than $650 million. The company launched its Horizon operating model to streamline sites, create Centers of Excellence and target about €75 million of structural cost savings by the end of 2027.

Evotec outlines its 2025 business, risk profile, and strategic shift toward a more asset‑light, profitability‑focused model. The company operates under IFRS, is listed on Nasdaq via ADSs, and had 177,778,907 ordinary shares outstanding as of December 31, 2025.

Evotec runs two main segments: Just – Evotec Biologics, which provided 33% of 2025 third‑party revenues, and Discovery & Preclinical Development, which contributed 67%. As of December 31, 2025, it held €476.4 million in cash, cash equivalents and investments, supported by an upfront $350 million payment from the sale of Just – Evotec Biologics EU SAS to Sandoz and use of a €44 million EIB loan tranche.

The company highlights extensive risk factors, including macroeconomic pressures, customer concentration, execution risks from its “Project Horizon” transformation, regulatory and ESG compliance burdens, IP and litigation exposure, cyber and data protection risks, and identified material weaknesses in internal control over financial reporting as of December 31, 2025.

Evotec SE reported two key developments. The company expects to receive approximately $100 million in upfront consideration, plus up to about $58 million in contingent consideration, from the sale of its 3.14% equity stake in Tubulis GmbH as part of Tubulis’ acquisition by Gilead Sciences, with closing expected in the second quarter of 2026.

Evotec also announced that its Supervisory Board has proposed Dieter Weinand as Chairman of the Supervisory Board, to be elected at the Annual General Meeting on June 11, 2026, succeeding Prof. Dr. Iris Löw-Friedrich as part of a planned succession process.

Evotec SE received an amended ownership filing from investment entities affiliated with MAK Capital. MAK Capital Fund, MAK Capital One L.L.C. and Michael A. Kaufman report beneficial ownership of 12,503,512 Ordinary Shares, representing 7.0% of Evotec’s Ordinary Shares based on 177,877,782 shares outstanding as of March 30, 2026.

This Amendment No. 1 updates a prior Schedule 13D and notes that the reporting persons sent an April 2 letter to Evotec’s Supervisory and Management Board, filed as an exhibit, in furtherance of their stated purpose for holding the stake.