Form 4: Evoke Pharma Director Sells Shares in Merger

Evoke Pharma Director Malcolm R. Hill reported the sale of common stock and cancellation of stock options following the company's acquisition by QOL Medical, LLC for $11.00 per share.

Summary

• Evoke Pharma Inc. was acquired by QOL Medical, LLC and its wholly-owned subsidiary, QOL-EOS Merger Sub, Inc., through a tender offer and subsequent merger.
• The tender offer, completed on December 16, 2025, involved the acquisition of all outstanding shares of Evoke Pharma's Common Stock for $11.00 per share in cash.
• Effective December 17, 2025, Merger Sub merged into Evoke Pharma Inc., making Evoke Pharma a wholly-owned subsidiary of QOL Medical, LLC.
• Malcolm R. Hill, a director, disposed of 133 shares of Common Stock on December 16, 2025.
• All outstanding stock options held by Malcolm R. Hill, with exercise prices of $5.41, $4.45, and $3.453, accelerated, became fully vested, and were automatically canceled and converted into a cash payment.
• The cash payment for options was calculated as the aggregate number of shares underlying the option multiplied by the difference between the $11.00 Offer Price and the option's per share exercise price.

Sentiment

Score: 7

Explanation: The filing reports the successful completion of a merger, resulting in a cash payout for shareholders and option holders, indicating a positive outcome for equity holders of the acquired company.

Positives

• Shareholders of Evoke Pharma Inc. received a cash payment of $11.00 per share for their common stock.
• Stock options held by the reporting person accelerated, fully vested, and were converted into cash payments, providing liquidity to option holders.

Negatives

• Evoke Pharma Inc. ceased to be an independent publicly traded entity, becoming a wholly-owned subsidiary of QOL Medical, LLC.
• The reporting person no longer beneficially owns common stock or derivative securities in Evoke Pharma Inc.

Future Outlook

NA

Industry Context

NA

Stakeholder Impact

• Shareholders: Received $11.00 per share in cash for their common stock.
• Employees (including option holders): Those with stock options received cash payments for their vested options.
• Company: Evoke Pharma Inc. transitioned from a publicly traded entity to a wholly-owned subsidiary of QOL Medical, LLC.

Key Dates

Keywords

Evoke Pharma, EVOK, QOL Medical, merger, acquisition, tender offer, beneficial ownership, stock options, director