SCHEDULE: Investor Acquires 10.5% Stake in Evoke Pharma Amidst Merger

Roger M. Klein and the Krieger Charitable Trust acquired a 10.5% stake in Evoke Pharma Inc. following the announcement of a tender offer by QOL Medical, LLC at $11.00 per share.

Summary

• Roger M. Klein and the Krieger Charitable Trust collectively acquired 163,000 shares of Evoke Pharma Inc. common stock on November 4, 2025.
• This acquisition represents approximately 10.5% of the outstanding common stock, based on 1,558,465 shares as of August 1, 2025.
• The purchases were made after Evoke Pharma Inc. announced an Agreement and Plan of Merger with QOL Medical, LLC, which includes a tender offer to acquire all outstanding shares for $11.00 in cash per share.
• Mr. Klein, who is not affiliated with QOL and had no insider information, made these acquisitions as part of his personal and the Charitable Trust's investment strategy.
• The reporting persons do not intend to take an active role in the merger or pursue activist actions.
• Mr. Klein intends to sell a small number of shares on November 6, 2025, to reduce his beneficial ownership below 10%.

Sentiment

Score: 7

Explanation: The filing indicates a positive outlook for the reporting person due to the acquisition of shares below the tender offer price, suggesting a profitable arbitrage opportunity. The underlying company's situation is positive for shareholders due to the announced merger.

Positives

• The reporting persons acquired shares at a weighted average price of approximately $10.75 per share, which is below the announced tender offer price of $11.00 per share, indicating a potential arbitrage opportunity.
• The tender offer by QOL Medical, LLC at $11.00 per share provides a clear exit strategy and immediate value for Evoke Pharma Inc. shareholders.

Future Outlook

Roger M. Klein intends to sell a small number of the acquired shares on November 6, 2025, to reduce his beneficial ownership of Evoke Pharma Inc. below 10%.

Industry Context

This filing reflects an investor's strategic move to capitalize on a publicly announced merger and tender offer in the biotechnology or pharmaceutical sector, a common arbitrage strategy when a definitive acquisition agreement is in place.

Stakeholder Impact

• Shareholders of Evoke Pharma Inc. are positively impacted by the announced tender offer at $11.00 per share, providing a clear and immediate liquidity event.
• The reporting persons, Roger M. Klein and the Krieger Charitable Trust, stand to benefit from the difference between their purchase price and the tender offer price.

Next Steps

• Roger M. Klein intends to sell a small number of shares on November 6, 2025, to reduce his beneficial ownership below 10%.

Key Dates

Recommendation

The filing details an investor acquiring shares below the announced tender offer price of $11.00 per share. This indicates a clear arbitrage opportunity for investors to buy shares at the current market price (likely near the acquisition price) and tender them for $11.00, assuming the merger closes as expected. This is a low-risk, short-term 'buy' for arbitrageurs.

Keywords

Evoke Pharma Inc, QOL Medical, Schedule 13D, Tender Offer, Merger, Common Stock, Beneficial Ownership, Roger M. Klein, Krieger Charitable Trust, Arbitrage