SCHEDULE 13D/A: Nantahala Capital Engages Evoke Pharma on Second Board Designee, Maintains 15.99% Stake

Nantahala Capital Management, along with its principals, has initiated discussions with Evoke Pharma, Inc. regarding the appointment of a second board designee, while maintaining a beneficial ownership of 15.99% of the company's common stock.

Summary

• This is Amendment No. 3 to the Schedule 13D filed by Nantahala Capital Management, LLC, Wilmot B. Harkey, and Daniel Mack (collectively, the "Reporting Persons") concerning their stake in Evoke Pharma, Inc.
• The Reporting Persons beneficially own an aggregate of 254,639 shares of Evoke Pharma's Common Stock, representing 15.99% of the outstanding shares.
• This ownership percentage is calculated based on 1,592,495 shares outstanding as of November 5, 2024, which includes 1,486,009 shares reported in Evoke Pharma's Form 10-Q and 106,486 shares issuable upon warrant exercise.
• The primary purpose of this amendment is to disclose that the Reporting Persons have commenced discussions with Evoke Pharma regarding the selection of a second designee to the Issuer's board of directors, as per the September 2024 Letter Agreement.
• Evoke Pharma is expected to disclose information about this designee in a future Form 8-K filing upon their appointment.
• No transactions in Evoke Pharma's common stock have been made by the Reporting Persons in the past 60 days, except as reported on Form 4.

Sentiment

Score: 7

Explanation: The filing indicates active shareholder engagement and a move towards increased board representation, which can be viewed positively for corporate governance and potential strategic alignment. There are no negative financial disclosures.

Positives

• Reporting Persons are actively engaging with Evoke Pharma's management regarding board representation, indicating a continued interest in corporate governance and potentially strategic influence.
• The pursuit of a second board designee suggests a deeper commitment to oversight and value creation from a significant shareholder.

Future Outlook

Upon the appointment of the Reporting Persons' second designee to Evoke Pharma's board of directors, the Issuer is required to disclose certain information concerning the designee in a Current Report filed with the SEC on Form 8-K.

Management Comments

• The Reporting Persons have begun discussions with the Issuer regarding the selection of a second designee to the Issuer's board of directors pursuant to the September 2024 Letter Agreement.

Industry Context

This filing reflects ongoing shareholder engagement and potential activist investor influence within the biotechnology or pharmaceutical sector, where significant shareholders often seek board representation to align corporate strategy with investor interests. Such actions are common for investors aiming to drive value creation or strategic shifts in companies.

Corporate Governance

Stakeholder Impact

• Shareholders: Potential for increased shareholder influence and oversight on the company's strategic direction through enhanced board representation.
• Management/Board: Will need to engage with and potentially integrate a new board member proposed by a significant shareholder.

Next Steps

• Evoke Pharma, Inc. is expected to disclose information concerning the second board designee in a Current Report on Form 8-K upon their appointment.

Key Dates

Recommendation

Keywords

Evoke Pharma, Nantahala Capital Management, Schedule 13D, Beneficial Ownership, Board of Directors, Corporate Governance, Common Stock, SEC Filing, Investment Management, Shareholder Activism