Evoke Pharma and QOL Medical Announce Expiration of Tender Offer

Rhea-AI Summary

Evoke (former NASDAQ: EVOK) and QOL Medical announced that QOL-EOS Merger Sub's tender offer to acquire all outstanding Evoke shares for $11.00 per share in cash expired at 11:59 p.m. ET on December 15, 2025 and was not extended.

Broadridge, the depositary, reported approximately 1,164,862 shares were validly tendered and not withdrawn, representing about 67.63% of outstanding shares at expiration. Following the offer, Merger Sub merged with and into Evoke, converting all non-tendered shares into the right to receive the $11.00 cash consideration (subject to appraisal rights).

As a result, Evoke became a wholly owned subsidiary of QOL Medical, Evoke common shares ceased trading on Nasdaq before the open on December 17, 2025, and the company intends to promptly delist and deregister the shares under the Securities Exchange Act.

Positive

• Cash consideration of $11.00 per share to stockholders
• Approximately 67.63% of shares validly tendered (1,164,862 shares)
• Merger completed; Evoke is now a wholly owned subsidiary of QOL Medical
• Nasdaq trading ceased prior to market open on December 17, 2025

Negative

• All remaining shares were canceled and converted to payment rights, reducing public liquidity
• Company intends to delist and deregister shares, removing public-market trading and reporting

Key Figures

Tender offer price: $11.00 per share Shares tendered: 1,164,862 shares Tendered ownership: 67.63% +1 more

4 metrics

Tender offer price $11.00 per share Cash consideration for each Evoke share in QOL tender offer

Shares tendered 1,164,862 shares Validly tendered and not withdrawn by expiration time

Tendered ownership 67.63% Portion of issued and outstanding shares tendered into offer

Expiration time 12:00 a.m. (one minute past 11:59 p.m.) Dec 15, 2025 Tender offer expiration under the merger agreement

Market Reality Check

Price: $11.00 Vol: Volume 47,099 is 1.53x th...

high vol

$11.00 Last Close

Volume Volume 47,099 is 1.53x the 20-day average of 30,808, consistent with closing transaction activity. high

Technical Price at $11.00 matches the cash offer and remains above the $5.01 200-day MA.

Peers on Argus

EVOK trades at its $11.00 cash offer while peers show mixed moves, including BFR...

1 Up

EVOK trades at its $11.00 cash offer while peers show mixed moves, including BFRI (-9.27%) and IMCC (+21.83%), indicating deal-specific dynamics rather than a sector-wide move.

Historical Context

5 past events · Latest: Nov 13 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Nov 13	Earnings & merger	Positive	+0.1%	Q3 sales growth, extended patent, and merger progress at $11 cash.
Nov 04	Acquisition deal	Positive	+132.2%	Definitive agreement to be acquired by QOL for $11 per share.
Aug 26	Commercial expansion	Positive	+4.0%	Expanded GIMOTI access via Omnicell and Brentwood partnerships.
Aug 21	Patent listing	Positive	+8.8%	New GIMOTI patent listed in FDA Orange Book extending protection.
Aug 14	Earnings update	Positive	+4.3%	Strong Q2 sales growth and confirmed full-year 2025 revenue guidance.

Pattern Detected

Recent positive corporate and commercial milestones, especially the QOL acquisition, were consistently followed by positive price reactions.

Recent Company History

This announcement finalizes the QOL Medical acquisition at $11.00 per share, following the November agreement and tender launch. Over the past months, Evoke reported strong Q2 and Q3 2025 sales growth for GIMOTI, expanded specialty pharmacy access, and secured a new patent extending protection to 2038. Each of these events, including the initial deal announcement on Nov 4, 2025, saw positive share reactions, culminating in today’s completion of the tender offer and merger.

Market Pulse Summary

This announcement confirms the expiration and successful completion of QOL Medical’s tender offer fo...

Analysis

This announcement confirms the expiration and successful completion of QOL Medical’s tender offer for Evoke at $11.00 per share, followed by a merger that makes Evoke a wholly owned subsidiary and leads to delisting from Nasdaq and deregistration under the Exchange Act. In recent months, the company paired this strategic transaction with strong GIMOTI sales growth and new patent protection. Investors tracking similar situations may focus on deal terms, tender participation levels, and subsequent deregistration steps.

Key Terms

tender offer, par value, merger, appraisal rights, +1 more

5 terms

tender offer financial

"announced that the tender offer (the "Offer") by QOL-EOS Merger Sub, Inc."

A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.

par value financial

"shares of common stock, par value $0.0001 per share (the "Shares")"

Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.

merger regulatory

"Merger Sub merged with and into Evoke (the "Merger"), and all Shares"

A merger is when two companies combine into a single business, with ownership and control reorganized so they operate as one entity. For investors it matters because mergers can change the value and risk of holdings—shares may be exchanged, diluted, or rise if the combined company saves costs or gains market power, and the deal often depends on regulatory approval and successful integration like two households joining resources and routines.

appraisal rights regulatory

"right to receive the Offer Price (subject to the exercise of appraisal rights)."

A legal right that lets shareholders who dislike the price or terms of a buyout, merger or other major corporate change ask for an independent determination of the fair value of their shares instead of accepting the deal price. Think of it like asking a neutral referee to set the payout if you believe the offered price is too low. For investors, appraisal rights can provide a way to recover a higher cash value but can be slow, costly and create uncertainty around deal outcomes.

Nasdaq financial

"Prior to the opening of trading on The Nasdaq Stock Market LLC ("Nasdaq")"

The Nasdaq is a stock exchange where many companies' shares are bought and sold, functioning much like a marketplace for investments. It matters to investors because it provides a platform to buy and sell ownership stakes in companies, helping them track the value of those companies and make informed decisions. As one of the largest and most technology-focused markets, it also reflects trends and developments in the business world.

AI-generated analysis. Not financial advice.

Evoke Stockholders Received $11.00 Per Share in Cash

SOLANA BEACH, Calif., and VERO BEACH, Fla., Dec. 17, 2025 /PRNewswire/ -- Evoke Pharma, Inc. (formerly NASDAQ: EVOK) ("Evoke") and QOL Medical, LLC ("QOL Medical") today announced that the tender offer (the "Offer") by QOL-EOS Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of QOL Medical (the "Merger Sub"), to acquire all of the outstanding shares of common stock, par value $0.0001 per share (the "Shares"), of Evoke, in exchange for $11.00 in cash per share (the "Offer Price"), subject to any applicable withholding and without interest thereon, expired at one minute past 11:59 p.m., New York City Time, on December 15, 2025 (the "Expiration Time") and was not extended.

Broadridge Corporate Issuer Solutions, LLC, the depositary for the Offer, has advised that, as of the Expiration Time, approximately 1,164,862 Shares were validly tendered and not validly withdrawn pursuant to the Offer, representing approximately 67.63% of the issued and outstanding Shares immediately prior to the Expiration Time.

Following the consummation of the Offer, Merger Sub merged with and into Evoke (the "Merger"), and all Shares that had not been validly tendered in the Offer were canceled and converted into the right to receive the Offer Price (subject to the exercise of appraisal rights).  As a result of the Merger, Evoke became a wholly owned subsidiary of QOL Medical. Prior to the opening of trading on The Nasdaq Stock Market LLC ("Nasdaq") on December 17, 2025, all shares of Evoke common stock have ceased trading on Nasdaq, and Evoke intends promptly to cause such shares to be delisted from Nasdaq and deregistered under the Securities Exchange Act of 1934, as amended.

About QOL Medical, LLC

QOL Medical is a specialty biopharmaceutical company committed to delivering solutions for rare diseases. Founded in 2003, QOL Medical focuses on improving clinical outcomes and enhancing the quality of life for patients with rare diseases through the acquisition and commercialization of orphan and gastrointestinal products in underserved markets. Learn more at www.qolmed.com.

About Evoke Pharma, Inc.

Evoke is a specialty pharmaceutical company focused primarily on the development of drugs to treat GI disorders and diseases. The company developed, commercialized and markets GIMOTI, a nasal spray formulation of metoclopramide, for the relief of symptoms associated with acute and recurrent diabetic gastroparesis in adults.

Diabetic gastroparesis is a GI disorder affecting millions of patients worldwide, in which the stomach takes too long to empty its contents resulting in serious GI symptoms as well as other systemic complications. The gastric delay caused by gastroparesis can compromise absorption of orally administered medications. Prior to FDA approval to commercially market GIMOTI, metoclopramide was only available in oral and injectable formulations and remains the only drug currently approved in the United States to treat gastroparesis.

About Gimoti^® (metoclopramide) nasal spray

GIMOTI is indicated for the relief of symptoms in adults with acute and recurrent diabetic gastroparesis. Important Safety Information:

WARNING: TARDIVE DYSKINESIA 

• Metoclopramide can cause tardive dyskinesia (TD), a serious movement disorder that is often irreversible. The risk of developing TD increases with duration of treatment and total cumulative dosage.
• Discontinue GIMOTI in patients who develop signs or symptoms of TD. In some patients, symptoms may lessen or resolve after metoclopramide is stopped.
• Avoid treatment with metoclopramide (all dosage forms and routes of administration) for longer than 12 weeks because of the increased risk of developing TD with longer-term use.

GIMOTI is not recommended for use in:

• Pediatric patients due to the risk of developing tardive dyskinesia (TD) and other extrapyramidal symptoms as well as the risk of methemoglobinemia in neonates.
• Moderate or severe hepatic impairment (Child-Pugh B or C), moderate or severe renal impairment (creatinine clearance less than 60 mL/minute), and patients concurrently using strong CYP2D6 inhibitors due to the risk of increased drug exposure and adverse reactions.

GIMOTI is contraindicated:

• In patients with a history of tardive dyskinesia (TD) or a dystonic reaction to metoclopramide.
• When stimulation of gastrointestinal motility might be dangerous (e.g., in the presence of gastrointestinal hemorrhage mechanical obstruction, or perforation).
• In patients with pheochromocytoma or other catecholamine-releasing paragangliomas. Metoclopramide may cause a hypertensive/pheochromocytoma crisis, probably due to release of catecholamines from the tumor.
• In patients with epilepsy. Metoclopramide may increase the frequency and severity of seizures.
• In patients with hypersensitivity to metoclopramide. Reactions have included laryngeal and glossal angioedema and bronchospasm.

Potential adverse reactions associated with metoclopramide include: Tardive dyskinesia (TD), other extrapyramidal effects (EPS), parkinsonism symptoms, motor restlessness, neuroleptic malignant syndrome (NMS), depression, suicidal ideation and suicide, hypertension, fluid retention, hyperprolactinemia, effects on the ability to drive and operate machinery. Most common adverse reactions (≥5%) for GIMOTI are: dysgeusia, headache, and fatigue. These are not all of the possible side effects of GIMOTI. Call your doctor for medical advice about whether you should take GIMOTI and the possible risk factors and side effects. You are encouraged to report negative side effects of prescription drugs to the FDA.

Visit www.fda.gov/medwatch or call 1-800-FDA-1088.

Forward-Looking Statements

Evoke, QOL Medical and Merger Sub caution you that statements included in this press release that are not a description of historical facts are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as "may," "will," "should," "expect," "plan," "anticipate," "could," "intend," "target," "project," "contemplates," "believes," "estimates," "predicts," "potential" or "continue" or the negatives of these terms or other similar expressions.  The forward-looking statements are based on the parties' current beliefs and expectations and include, but are not limited to: statements regarding the payment and timing of payment of the Offer Price to former Evoke stockholders and the ability and timing of delisting and deregistration of the Shares.  The inclusion of forward-looking statements should not be regarded as a representation by Evoke, QOL Medical or Merger Sub that any of their respective plans will be achieved. Actual results may differ from those set forth in this press release due to the risks and uncertainties inherent in Evoke's and QOL Medical's businesses and the transactions, including, without limitation: that the timing of the payment or delisting or deregistration may be delayed; and other risks and uncertainties pertaining to Evoke's business, including the risks and uncertainties detailed in Evoke's prior press releases and in the periodic reports it files with the SEC, as well as the tender offer materials filed by QOL Medical and Merger Sub and the Solicitation/Recommendation Statement filed by Evoke in connection with the tender offer.

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement and none of Evoke, QOL Medical or Merger Sub undertake any obligation to revise or update these statements to reflect events or circumstances after the date hereof, except as required by law.  This caution is made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.

Investor & Media Contact for QOL Medical: 
Chelsea King
QOL Medical, LLC
Tel: 866-469-3773 x1091
cking@qolmed.com  

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SOURCE QOL Medical, LLC

FAQ

What was the tender offer price for Evoke (EVOK) and when did it expire?

The offer price was $11.00 per share and the tender offer expired at 11:59 p.m. ET on December 15, 2025.

How many Evoke shares were validly tendered in the offer for EVOK?

Broadridge reported approximately 1,164,862 shares were validly tendered, representing about 67.63% of outstanding shares.

Did the merger of Evoke with QOL Medical close and what happened to non-tendered EVOK shares?

Yes. After the offer, Merger Sub merged with and into Evoke and all non-tendered shares were canceled and converted into the right to receive $11.00 in cash, subject to appraisal rights.

When did Evoke (EVOK) stop trading on Nasdaq and will the stock be delisted?

All Evoke shares ceased trading on Nasdaq before the open on December 17, 2025, and the company intends to promptly delist and deregister the shares.

What percentage of Evoke shareholders accepted the tender offer and does the merger make Evoke private?

Approximately 67.63% of shares were tendered; following the merger Evoke became a wholly owned subsidiary of QOL Medical, effectively removing it from public trading.