Evoke Pharma (EVOK) director logs share disposal and option cash-out at $11.00

Rhea-AI Filing Summary

Evoke Pharma director Cam L. Garner reported transactions tied to the company’s sale to QOL Medical. On December 16, 2025, Purchasers completed a tender offer to acquire all Evoke Pharma common shares for $11.00 per share in cash. Garner’s indirectly held 2,330 shares of common stock through Garner Investments, L.L.C., which were disposed of in connection with the deal.

After the tender offer, a merger became effective on December 17, 2025, making Evoke Pharma a wholly owned subsidiary of QOL Medical. At the merger time, each outstanding stock option automatically vested, was canceled, and converted into a cash right equal to the number of option shares multiplied by the difference between the $11.00 offer price and the option’s exercise price. Following these transactions, the reported stock options show a remaining balance of zero.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider GARNER CAM L

Role Director

Type	Security	Shares	Price	Value
Disposition	Stock Option (Right to Buy)	1,479	$0.00	--
Disposition	Stock Option (Right to Buy)	8,750	$0.00	--
Disposition	Stock Option (Right to Buy)	1,291	$0.00	--
U	Common Stock	2,330	$0.00	--

Holdings After Transaction: Stock Option (Right to Buy) — 0 shares (Direct); Common Stock — 0 shares (Indirect, By Garner Investments, L.L.C.)

Footnotes (1)

1. On December 16, 2025, 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" and together with Parent, the "Purchasers"), the Purchasers completed a tender offer to acquire all of the issued and outstanding shares of Common Stock of the Issuer in exchange for $11.00 per share in cash (the "Offer Price"). After completion of the tender offer, 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. 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) the Offer Price, less (y) the per share exercise price of such Company Option.

Form 4 Insider Transactions: What Each Field Means →

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

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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^*

GARNER CAM L

(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)
12/16/2025

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
Common Stock	12/16/2025		U		2,330	D	(1)	0	I	By Garner Investments, L.L.C.

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)	$5.41	12/17/2025		D			1,479	(2)	(2)	Common Stock	1,479	(2)	0	D
Stock Option (Right to Buy)	$4.45	12/17/2025		D			8,750	(2)	(2)	Common Stock	8,750	(2)	0	D
Stock Option (Right to Buy)	$3.453	12/17/2025		D			1,291	(2)	(2)	Common Stock	1,291	(2)	0	D

Explanation of Responses:

1. On December 16, 2025, 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" and together with Parent, the "Purchasers"), the Purchasers completed a tender offer to acquire all of the issued and outstanding shares of Common Stock of the Issuer in exchange for $11.00 per share in cash (the "Offer Price").

2. After completion of the tender offer, 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. 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) the Offer Price, less (y) the per share exercise price of such Company Option.

	/s/ Matthew J. D'Onofrio, Attorney-in-fact for Cam L. Garner	12/17/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Evoke Pharma (EVOK) report in this Form 4?

The filing shows that director Cam L. Garner, indirectly through Garner Investments, L.L.C., disposed of 2,330 shares of Evoke Pharma common stock in connection with the company’s acquisition.

What was the cash consideration for Evoke Pharma (EVOK) shareholders in the tender offer?

Under the tender offer completed on December 16, 2025, all issued and outstanding Evoke Pharma common shares were acquired for $11.00 per share in cash, referred to as the Offer Price.

How did the merger affect Evoke Pharma (EVOK) stock options reported in this Form 4?

Immediately before the December 17, 2025 merger, each outstanding stock option became fully vested, was automatically canceled, and converted into a right to receive cash equal to the number of option shares multiplied by ($11.00 Offer Price minus the option’s exercise price).

Which specific Evoke Pharma (EVOK) options held by the reporting person were impacted?

The filing lists stock options (rights to buy common stock) with exercise prices of $5.41, $4.45, and $3.453, covering 1,479, 8,750, and 1,291 underlying shares, respectively. After the merger-related cash-out, the number of these options beneficially owned was reduced to 0.

What corporate transaction led to these Evoke Pharma (EVOK) Form 4 disclosures?

The transactions stem from an Agreement and Plan of Merger dated November 3, 2025 among Evoke Pharma, QOL Medical, LLC as Parent, and QOL-EOS Merger Sub, Inc.. After the tender offer at $11.00 per share, Merger Sub merged into Evoke Pharma on December 17, 2025, and Evoke became a wholly owned subsidiary of QOL Medical.

What is the reporting person’s relationship to Evoke Pharma (EVOK)?

The reporting person is identified as a Director of Evoke Pharma Inc., and the Form 4 indicates that the filing is made by one reporting person.