Form SCHEDULE 13D/A Evotec SE Filed by: MAK Capital Fund LP
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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Evotec SE (Name of Issuer) |
Ordinary Shares, no par value per share (Title of Class of Securities) |
(CUSIP Number) |
David N. Smith, Jr. 590 Madison Avenue, 31st Floor New York, NY, 10022 212-486-3211 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/01/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
MAK Capital Fund LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
BERMUDA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
12,503,512.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
7.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
For item 13:
The calculation is based upon 177,877,782 Ordinary Shares (including Ordinary Shares in the form of American Depositary Shares, each representing one-half of one Ordinary Share), outstanding as of March 30, 2026, as reported by the Issuer on its website.
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
MAK Capital One L.L.C. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
12,503,512.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
7.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA |
Comment for Type of Reporting Person:
For item 13:
The calculation is based upon 177,877,782 Ordinary Shares (including Ordinary Shares in the form of American Depositary Shares, each representing one-half of one Ordinary Share), outstanding as of March 30, 2026, as reported by the Issuer on its website.
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Michael A. Kaufman | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
12,503,512.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
7.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
For item 13:
The calculation is based upon 177,877,782 Ordinary Shares (including Ordinary Shares in the form of American Depositary Shares, each representing one-half of one Ordinary Share), outstanding as of March 30, 2026, as reported by the Issuer on its website.
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Ordinary Shares, no par value per share |
| (b) | Name of Issuer:
Evotec SE |
| (c) | Address of Issuer's Principal Executive Offices:
Essener Bogen 7, Hamburg,
GERMANY
, 22419. |
| Item 4. | Purpose of Transaction |
SCHEDULE 13D A/1
Amendment 1
This Amendment 1 ("Amendment 1") of Schedule 13D is filed with respect to the ordinary shares, no par value per share (the "Shares") of EVOTEC SE (the "Issuer") beneficially owned by the MAK Capital Fund LP, a Bermuda limited partnership ("MAK Fund"), MAK Capital One L.L.C., a Delaware limited liability company ("MAK Capital"), as the investment manager of MAK Fund and Michael A. Kaufman, as Managing Member of MAK Capital (collectively with MAK Fund and MAK Capital, "MAK" and together MAK Fund and MAK Capital collectively the "Reporting Persons"), amends and supplements the Schedule 13D initially filed with the Securities and Exchange Commission (the "SEC") on March 30, 2026 the "Schedule 13D".
Except as set forth herein in this Amendment 1, the Schedule 13D is unmodified.
In furtherance of the Purpose of Transaction, the Reporting Persons sent a letter to the Issuer's Supervisory & Management Board, which letter is attached as Exhibit 2 to this Amendment 1. | |
| Item 7. | Material to be Filed as Exhibits. |
1. Transactions in Securities in the Last 60 Days, dated April 1, 2026.
2. April 2 Letter to the Supervisory Board and Management Board of Evotec SE
3. Joint Filing Agreement, dated March 30, 2026 is hereby incorporated by reference. |
| 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.
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ATTACHMENTS / EXHIBITS