Evoke Pharma (EVOK) director reports option cancellation in QOL Medical buyout

Rhea-AI Filing Summary

Evoke Pharma Inc director Kenneth J. Widder reported the cash-out and cancellation of his stock options in connection with the company’s acquisition. Under a merger agreement among Evoke, QOL Medical, LLC and a QOL subsidiary, that subsidiary merged into Evoke on December 17, 2025, making Evoke a wholly owned subsidiary of QOL Medical.

Immediately before the merger became effective, each Evoke stock option became fully vested and was automatically canceled. Each option was converted into the right to receive cash equal to the number of shares underlying the option multiplied by $11.00 minus the option’s per share exercise price. After these transactions, the reported derivative positions for this insider were reduced to zero.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider WIDDER KENNETH J

Role Director

Type	Security	Shares	Price	Value
Disposition	Stock Option (Right to Buy)	1,187	$0.00	--
Disposition	Stock Option (Right to Buy)	5,833	$0.00	--
Disposition	Stock Option (Right to Buy)	1,187	$0.00	--

Holdings After Transaction: Stock Option (Right to Buy) — 0 shares (Direct)

Footnotes (1)

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. 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.

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

OMB Number:			3235-0287
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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^*

WIDDER KENNETH J

(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			1,187	(1)(2)	(1)(2)	Common Stock	1,187	(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			1,187	(1)(2)	(1)(2)	Common Stock	1,187	(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 Kenneth J. Widder	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 for Kenneth J. Widder?

The company reported that director Kenneth J. Widder had his Evoke stock options accelerated, canceled and converted into cash rights in connection with the closing of a merger.

What merger affected Evoke Pharma (EVOK) director stock options?

A merger under an Agreement and Plan of Merger dated November 3, 2025 combined Evoke Pharma with a subsidiary of QOL Medical, LLC, making Evoke a wholly owned subsidiary of QOL Medical as of December 17, 2025.

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

Immediately before the effective time of the merger, each Evoke Company Option became fully vested, was automatically canceled and converted into a cash right based on the merger price and the option’s exercise price.

What cash amount did each Evoke Pharma (EVOK) option entitle the holder to receive?

Each option entitled the holder to receive cash equal to the number of underlying shares multiplied by $11.00 minus the per share exercise price of that option, with payment subject to the merger agreement terms.

Did Kenneth J. Widder retain any Evoke Pharma (EVOK) derivative securities after the merger-related transactions?

No. After the reported transactions, the number of derivative securities beneficially owned by Kenneth J. Widder in the tables was reduced to 0.

What types of Evoke Pharma (EVOK) awards were reported in this insider transaction?

The report covers stock options (rights to buy common stock) with exercise prices including $5.41, $4.45 and $3.453, all of which were canceled and cashed out under the merger terms.