Evoke Pharma (NASDAQ: EVOK) director’s options cashed out in QOL Medical merger

Rhea-AI Filing Summary

Evoke Pharma Inc. director Benjamin C. Smeal reported the cash-out of his stock options in connection with the company’s merger with QOL Medical, LLC. A QOL-owned merger subsidiary combined with Evoke Pharma on December 17, 2025, leaving Evoke as a wholly owned subsidiary of QOL Medical.

Immediately before the merger became effective, each option to buy Evoke common stock fully vested, was canceled, and converted into a right to receive cash. The cash amount for each option was based on the number of underlying shares multiplied by $11.00 per share minus the option’s exercise price, paid without interest. The reported transactions include stock options to purchase 5,833 shares at an exercise price of $5.51 and 1,125 shares at an exercise price of $3.453, both of which were disposed of in this process.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Smeal Benjamin C.

(Last) (First) (Middle)

C/O EVOKE PHARMA, INC.

420 STEVENS AVENUE, SUITE 230

(Street)

SOLANA BEACH CA 92075

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Evoke Pharma Inc [ EVOK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/17/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$5.51	12/17/2025		D			5,833	(1)(2)	(1)(2)	Common Stock	5,833	(1)(2)	0	D
Stock Option (Right to Buy)	$3.453	12/17/2025		D			1,125	(1)(2)	(1)(2)	Common Stock	1,125	(1)(2)	0	D

Explanation of Responses:

1. In connection with that certain Agreement and Plan of Merger, dated as of November 3, 2025 (the "Merger Agreement"), by and among the Issuer, QOL Medical, LLC ("Parent") and QOL-EOS Merger Sub, Inc., a wholly owned subsidiary of Parent ("Merger Sub"), Merger Sub merged with and into the Issuer, effective as of December 17, 2025 (the "Effective Time"), with the Issuer continuing as the surviving corporation and as a wholly owned subsidiary of Parent.

2. Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time, each option to purchase shares of Common Stock ("Company Option") outstanding as of immediately prior to the Effective Time accelerated and became fully vested and was automatically canceled and terminated and converted into the right to receive, subject to the terms of the Merger Agreement, an amount in cash (without interest) equal to the product obtained by multiplying (i) the aggregate number of shares underlying such Company Option immediately prior to the Effective Time, by (ii) an amount equal to (x) $11.00, less (y) the per share exercise price of such Company Option.

	/s/ Matthew J. D'Onofrio, Attorney-in-fact for Benjamin C. Smeal	12/17/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Evoke Pharma (EVOK) disclose in this Form 4 filing?

The filing shows that director Benjamin C. Smeal had his Evoke Pharma stock options fully vested, canceled, and converted into a cash payment as part of the company’s merger with QOL Medical, LLC on December 17, 2025.

How were Benjamin C. Smeal’s Evoke Pharma stock options treated in the merger?

Immediately before the merger became effective, each Evoke Pharma Company Option held by Smeal vested, was automatically canceled, and converted into a right to receive cash based on the merger terms.

What cash amount did Evoke Pharma options convert into under the merger terms?

For each Evoke Pharma Company Option, the holder became entitled to cash equal to the number of underlying shares multiplied by $11.00 per share, minus the per share exercise price of that option, payable without interest.

What specific Evoke Pharma options are listed for Benjamin C. Smeal in this Form 4?

The filing lists a stock option to buy 5,833 shares of Evoke Pharma common stock at an exercise price of $5.51, and another option to buy 1,125 shares at an exercise price of $3.453, both reported as disposed of on December 17, 2025.

What merger transaction affected Evoke Pharma (EVOK) insiders’ stock options?

Under the Agreement and Plan of Merger dated November 3, 2025, QOL-EOS Merger Sub, Inc. merged with Evoke Pharma on December 17, 2025, after which Evoke Pharma became a wholly owned subsidiary of QOL Medical, LLC.

Does this Form 4 indicate whether Benjamin C. Smeal still holds Evoke Pharma options after the merger?

The Form 4 shows the reported stock options as disposed of in connection with the merger, with 0 derivative securities listed as beneficially owned following the reported transactions for those options.