Evoke Pharma (EVOK) director reports option cash-out after QOL Medical merger

Rhea-AI Filing Summary

Evoke Pharma Inc. director Vickie S. Reed reported the cancellation of her stock options in connection with the company’s merger with QOL Medical, LLC. Under a November 3, 2025 merger agreement, QOL-EOS Merger Sub, Inc. merged into Evoke Pharma on December 17, 2025, making Evoke a wholly owned subsidiary of QOL Medical.

Immediately before the merger became effective, each option to buy Evoke common stock became fully vested, was canceled, and converted into a cash right. The cash amount for each option equals the number of underlying shares multiplied by $11.00 per share minus the option’s per-share exercise price, paid in cash without interest. This Form 4 records those option cancellations and cash-out terms for the reporting director.

Insights

M&A and Equity Compensation Analyst

Evoke Pharma’s merger triggered full vesting and cash-out of director stock options at a cash value based on an $11.00 per-share price.

The disclosure shows that QOL-EOS Merger Sub, Inc. merged into Evoke Pharma on December 17, 2025, with Evoke continuing as a wholly owned subsidiary of QOL Medical, LLC. As part of this change of control, all outstanding company stock options held by the reporting director became fully vested immediately before the merger’s effective time.

Those options were then canceled and converted into cash rights. The cash value is calculated as the number of shares underlying each option multiplied by $11.00 per share, reduced by the applicable exercise price. This effectively monetizes the equity awards at the deal price for the option holder and reflects a typical treatment of options in an all-cash merger where the company becomes privately held.

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

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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^*

REED VICKIE S

(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)	$5.41	12/17/2025		D			1,250	(1)(2)	(1)(2)	Common Stock	1,250	(1)(2)	0	D
Stock Option (Right to Buy)	$4.45	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			1,250	(1)(2)	(1)(2)	Common Stock	1,250	(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 Vickie S. Reed	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 transaction involving Evoke Pharma Inc (EVOK) is described?

The content describes a merger where QOL-EOS Merger Sub, Inc. merged with and into Evoke Pharma Inc, effective December 17, 2025, with Evoke continuing as a wholly owned subsidiary of QOL Medical, LLC.

How were Evoke Pharma (EVOK) stock options treated in the merger?

Immediately before the effective time of the merger, each outstanding Company Option became fully vested, was automatically canceled and terminated, and was converted into a right to receive a cash payment determined under the merger agreement.

What cash amount did Evoke Pharma (EVOK) option holders become entitled to?

For each option, the holder received the product of (i) the aggregate number of shares underlying the option and (ii) an amount equal to $11.00 minus the option’s per-share exercise price, paid in cash without interest, subject to the merger agreement’s terms.

Whose Form 4 is this for at Evoke Pharma (EVOK)?

The Form 4 relates to Vickie S. Reed, who is identified as a Director of Evoke Pharma Inc and is the reporting person for the option transactions disclosed.

What type of securities are reported for Evoke Pharma (EVOK) in this filing?

The filing reports derivative securities, specifically stock options (rights to buy Evoke common stock), which were canceled and converted into cash rights in connection with the merger.

What was the earliest transaction date reported in this Evoke Pharma (EVOK) Form 4?

The earliest transaction date reported is December 17, 2025, which aligns with the effective time of the merger when the options were canceled and cashed out.