SCHEDULE: Nantahala Capital Backs Evoke Pharma's $11/Share Merger

Nantahala Capital Management and its principals have affirmed their support for Evoke Pharma's acquisition by QOL Medical at $11.00 per share.

Summary

• Nantahala Capital Management, LLC, along with its principals Wilmot B. Harkey and Daniel Mack (collectively, the "Reporting Persons"), filed an Amendment No. 4 to their Schedule 13D.
• The Reporting Persons beneficially own 268,431 shares of Evoke Pharma Inc. Common Stock, representing 15.99% of the outstanding shares.
• This ownership includes 148,153 shares held directly by Nantahala Investors and 120,278 shares issuable upon the exercise of warrants.
• Evoke Pharma Inc. entered into an Agreement and Plan of Merger with QOL Medical, LLC and Merger Sub on November 3, 2025.
• Under the merger agreement, Merger Sub will launch a tender offer to acquire all outstanding shares of Evoke Pharma Common Stock for $11.00 in cash per share.
• The Reporting Persons, through Nantahala Investors, have entered into Tender and Support Agreements, committing to tender their shares and exercise/surrender their warrants in the Offer.
• Shares subject to these Support Agreements constitute approximately 10.4% of Evoke Pharma's currently outstanding shares.
• Upon the merger's completion, Evoke Pharma will become a wholly-owned subsidiary of QOL Medical, LLC and will cease to be a publicly traded company.
• Warrants with an exercise price less than the Offer Price will receive cash consideration, while those with an exercise price equal to or greater than the Offer Price will receive no consideration, unless holders elect to receive the Black Scholes Value.

Sentiment

Score: 8

Explanation: The filing details a definitive merger agreement with a fixed cash offer, which provides certainty and a clear exit for shareholders at a specific valuation. The commitment from significant shareholders like Nantahala Capital Management through Support Agreements further de-risks the transaction for other investors.

Positives

• Reporting Persons have secured a clear exit strategy for their investment in Evoke Pharma through the tender offer.
• The fixed offer price of $11.00 per share provides certainty of value for shareholders participating in the tender offer.
• The Support Agreements from significant shareholders, including Nantahala, indicate strong backing for the merger, increasing the likelihood of its successful completion.

Negatives

• Evoke Pharma will cease to be a publicly traded company, removing future investment opportunities in the standalone entity.
• Shareholders who do not tender their shares or exercise appraisal rights will still receive the Offer Price, but lose the potential for future market appreciation of Evoke Pharma stock.

Risks

• The Support Agreements will terminate under certain circumstances, including the termination of the Merger Agreement or if Evoke Pharma's Board approves a superior proposal, which could impact the certainty of the transaction.
• Holders of Company warrants with an exercise price equal to or greater than the Offer Price will not receive any consideration unless they elect to receive the Black Scholes Value, which may be less than their initial investment.

Future Outlook

Evoke Pharma Inc. is expected to be acquired by QOL Medical, LLC and subsequently delisted, ceasing to be a publicly traded company. The transaction will result in shareholders receiving $11.00 per share in cash.

Industry Context

This announcement reflects a common trend in the pharmaceutical and biotechnology sectors where smaller public companies are acquired by larger entities, often to integrate specific products or pipelines. The fixed cash offer provides a definitive valuation and exit for shareholders, typical of such take-private transactions.

Corporate Governance

Related Party Transactions

• The Tender and Support Agreements were entered into by Parent and Merger Sub with certain directors and key employees of Evoke Pharma, as well as certain stockholders and warrant holders, including the Reporting Persons. These agreements facilitate the acquisition of the company.

Stakeholder Impact

• Shareholders: Will receive $11.00 in cash per share for their Common Stock, providing a definitive return on investment.
• Warrant Holders: Will receive cash consideration for warrants with an exercise price below the offer price, or may elect Black Scholes Value, while those with higher exercise prices will receive no consideration.
• Employees/Directors: Those holding shares and warrants are subject to the same terms and have committed to support the merger.
• Company (Evoke Pharma Inc.): Will cease to exist as an independent publicly traded entity, becoming a subsidiary of QOL Medical, LLC.

Next Steps

• Merger Sub will commence a tender offer to acquire all outstanding shares of Evoke Pharma.
• Completion of the merger, after which Evoke Pharma will become a wholly-owned subsidiary of QOL Medical, LLC.
• Evoke Pharma will cease to be a publicly traded company.

Key Dates

Recommendation

Given the definitive merger agreement and the announced tender offer price of $11.00 per share, the stock price is likely to trade near this value. A seasoned investor would typically 'hold' their shares and then tender them into the offer to realize the fixed cash consideration, as there is limited upside potential beyond the offer price and downside risk if the deal were to fall through.

Keywords

Evoke Pharma Inc, Nantahala Capital Management, QOL Medical LLC, Merger Agreement, Tender Offer, Schedule 13D/A, Beneficial Ownership, Common Stock, Warrants, Corporate Acquisition, Pharmaceuticals