Evoke Pharma (EVOK) director details option cancelation in QOL Medical merger

Rhea-AI Filing Summary

Evoke Pharma Inc. director Greg Pyszczymuka filed a report of insider transactions tied to the company’s merger with QOL Medical, LLC. QOL-EOS Merger Sub, Inc. merged into Evoke Pharma effective December 17, 2025, leaving Evoke as a wholly owned subsidiary of QOL Medical.

Immediately before the merger became effective, each outstanding stock option to buy Evoke common stock fully vested, was canceled, and was converted into a right to receive cash. The cash amount for each option is based on the number of underlying shares multiplied by $11.00 minus the option’s exercise price, as specified in the merger agreement.

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^*

PYSZCZYMUKA GREG

(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)	$5.26	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			1,155	(1)(2)	(1)(2)	Common Stock	1,155	(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 Greg Pyszczymuka	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 activity did Evoke Pharma (EVOK) report in this filing?

The filing reports transactions by director Greg Pyszczymuka involving Evoke Pharma stock options that were affected by the company’s merger with QOL Medical, LLC.

What merger involving Evoke Pharma (EVOK) is described?

The document describes a merger under which 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 stock options treated in the QOL Medical merger?

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

How is the cash payment for Evoke Pharma options calculated?

The cash payment for each option equals the number of shares underlying the option multiplied by $11.00 minus the option’s per-share exercise price, as set out in the merger agreement.

What specific option positions are shown for the Evoke Pharma director?

The table shows stock options with exercise prices of $5.26 on 5,833 shares and $3.453 on 1,155 shares of Evoke Pharma common stock, which were subject to the merger-related cash-out terms.

What form of ownership is indicated for the reported Evoke Pharma derivative securities?

The filing indicates that the reported derivative securities were held with direct (D) ownership by the reporting person.