SCHEDULE: Evoke Pharma Acquired, Nantahala Divests Holdings

Nantahala Capital Management and its principals have ceased beneficial ownership of Evoke Pharma Inc following its acquisition at $11.00 per share.

Summary

• Evoke Pharma Inc was acquired by an unnamed Parent company through a merger on December 17, 2025, without a vote of company stockholders.
• Each outstanding share of Evoke Pharma Inc Common Stock was automatically cancelled and converted into the right to receive $11.00 in cash, without interest and subject to applicable withholding tax.
• Warrants held by the Reporting Persons were cancelled in exchange for a cash payment equal to the product of the aggregate number of underlying shares and the Offer Price less the exercise price, or the Black Scholes Value.
• Nantahala Capital Management, LLC, Wilmot B. Harkey, and Daniel Mack (the Reporting Persons) ceased to beneficially own any shares of Evoke Pharma Inc as of December 17, 2025.
• Evoke Pharma Inc will be delisted, and its registration under Section 12 of the Exchange Act will be terminated.

Sentiment

Score: 7

Explanation: The filing reports the successful completion of a merger, providing a clear cash exit for shareholders and reporting persons. This is a definitive and positive outcome for those involved in the transaction, though it marks the end of the company's independent public life.

Positives

• Reporting persons successfully divested their holdings in Evoke Pharma Inc as part of the acquisition.
• Shareholders received a cash payment of $11.00 per share, providing liquidity and a definitive return.

Negatives

• Evoke Pharma Inc will cease to be a publicly traded company, limiting future investment opportunities in the standalone entity.
• The company's independent existence has ended, becoming a wholly-owned subsidiary of the acquirer.

Future Outlook

Evoke Pharma Inc will no longer be a publicly traded entity, as its shares are being delisted and its registration terminated. It will operate as a wholly-owned subsidiary of the acquiring Parent company.

Industry Context

This acquisition signifies a consolidation event within the biotechnology or pharmaceutical sector, where smaller companies like Evoke Pharma Inc are often targets for larger entities seeking to expand their product portfolios or market share. Such mergers can lead to increased efficiency and resource allocation under a larger corporate umbrella.

Comparison to Industry Standards

• The acquisition of a publicly traded company at a fixed cash price per share is a standard M&A transaction structure, often seen in the biotech and pharma industries for companies with specific drug assets or technologies.
• The delisting and termination of registration are standard procedures following a full acquisition where the target becomes a private entity or a wholly-owned subsidiary.
• The offer price of $11.00 per share would typically be evaluated against the company's historical trading prices, analyst price targets, and comparable transactions in the sector to determine its fairness, though this filing does not provide that context.

Stakeholder Impact

• Shareholders (including Reporting Persons): Received $11.00 cash per share, providing a definitive exit and liquidity.
• Employees: The filing does not detail the impact on employees, but typically, mergers can lead to organizational restructuring.
• Customers/Suppliers: The filing does not detail the impact on customers or suppliers, but operations would continue under the new ownership.

Next Steps

• Delisting of Evoke Pharma Inc shares from the stock exchange.
• Termination of Evoke Pharma Inc's registration under Section 12 of the Exchange Act.
• Integration of Evoke Pharma Inc as a wholly-owned subsidiary into the acquiring Parent company.

Key Dates

Keywords

Evoke Pharma Inc, Nantahala Capital Management, Merger, Acquisition, Common Stock, Schedule 13D, Delisting, Shareholder Payout, Biotechnology, Pharmaceuticals