Form 4: Nantahala Capital Exits Evoke Pharma Stake Post-Merger

Nantahala Capital Management, a 10% owner of Evoke Pharma Inc., disposed of all its common stock and warrants following the company's merger with QOL-EOS Merger Sub, Inc.

Summary

• Nantahala Capital Management, LLC, along with Wilmot B. Harkey and Daniel Mack, reported the disposition of all their beneficial ownership in Evoke Pharma Inc. (EVOK).
• The disposition occurred on December 17, 2025, and was made for cash in connection with the merger of Evoke Pharma Inc. with QOL-EOS Merger Sub, Inc., a wholly owned subsidiary of QOL Medical, LLC.
• The disposed securities included 148,153 shares of Common Stock at a price of $11 per share.
• Additionally, various derivative securities were disposed of, including 433,962 Prefunded Warrants, 117,019 Series A Common Stock Purchase Warrants, 117,019 Series C Common Stock Purchase Warrants, 158,531 Amended Series A Common Stock Purchase Warrants, and 250,627 Amended Series C Common Stock Purchase Warrants.
• Following these transactions, the reporting persons beneficially own 0 shares of Evoke Pharma Inc. common stock and derivative securities.

Sentiment

Score: 5

Explanation: The filing is a factual report of a disposition of securities due to a merger, providing no inherent positive or negative sentiment regarding the company's ongoing operations.

Positives

• The disposition of securities was for cash, indicating a completed and monetized exit for the reporting persons.
• The merger with QOL-EOS Merger Sub, Inc. represents a definitive corporate action for Evoke Pharma Inc.

Negatives

• Nantahala Capital Management, LLC and its associated individuals no longer hold any beneficial ownership in Evoke Pharma Inc., signifying a complete exit from their investment.

Risks

• The filing itself does not detail specific risks for the ongoing entity, as it reports a past transaction related to a merger. Any investment risks associated with Evoke Pharma Inc. are now tied to the terms of the merger and the acquiring entity, QOL Medical, LLC.

Future Outlook

This Form 4 filing reports a completed transaction and does not contain any forward-looking statements or guidance regarding the future operations or financial performance of Evoke Pharma Inc. or QOL Medical, LLC.

Management Comments

• Nantahala Capital Management, LLC ('NCM'), an investment adviser to certain private funds and managed accounts (the 'NCM Investors') that hold the Evoke Pharma, Inc. ('Issuer') securities disclosed in this statement, may be deemed a beneficial owner of such securities.
• Each of Mr. Wilmot B. Harkey and Mr. Daniel Mack may be deemed a beneficial owner of Issuer securities beneficially owned by NCM.
• Each of NCM, Mr. Harkey and Mr. Mack disclaims beneficial ownership of the Issuer's securities disclosed herein except to the extent of their respective pecuniary interests therein.

Industry Context

This announcement reflects the completion of a specific corporate merger transaction involving Evoke Pharma Inc. and QOL Medical, LLC. It does not provide broader insights into industry trends or competitive landscape beyond the immediate impact of this merger on the involved entities.

Stakeholder Impact

• Shareholders of Evoke Pharma Inc. would have received consideration (cash or shares in QOL Medical, LLC) as part of the merger.
• The reporting persons (Nantahala Capital Management, LLC, Wilmot B. Harkey, and Daniel Mack) are no longer stakeholders in Evoke Pharma Inc. as they have fully exited their positions.

Next Steps

• For the reporting persons, their obligations under Section 16 for Evoke Pharma Inc. may cease, subject to Form 5 requirements.
• For Evoke Pharma Inc., the merger with QOL-EOS Merger Sub, Inc. is complete, integrating its operations into QOL Medical, LLC.

Key Dates

Keywords

Evoke Pharma, EVOK, Nantahala Capital Management, Merger, SEC Form 4, Beneficial Ownership, Stock Disposition, Warrants, QOL Medical