Evoke Pharma (EVOK) sale at $11 per share cashes out director equity
Rhea-AI Filing Summary
Evoke Pharma Inc. director Malcolm R. Hill reported the cash-out of his remaining equity as the company was acquired. On December 16, 2025, all issued and outstanding shares of Evoke common stock were tendered to QOL Medical, LLC and its subsidiary for $11.00 per share in cash under a Merger Agreement dated November 3, 2025. Hill disposed of 133 common shares in this transaction, leaving him with no directly held common stock afterward.
Following completion of the tender offer, the merger closed on December 17, 2025, and Evoke became a wholly owned subsidiary of QOL Medical. Immediately before the merger became effective, each outstanding stock option, including Hill’s options with exercise prices of $5.41, $4.45, and $3.453, fully vested, was canceled, and was converted into a right to receive cash equal to the spread between the $11.00 offer price and the option’s exercise price, multiplied by the number of shares subject to the option.
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Insights
Evoke Pharma is being acquired for $11.00 per share in cash, with director equity fully cashed out.
This filing shows that Evoke Pharma Inc. has been sold to QOL Medical, LLC via a tender offer and follow-on merger. All outstanding Evoke shares were acquired for $11.00 per share in cash, and after the merger on December 17, 2025, Evoke became a wholly owned subsidiary of QOL Medical. For existing shareholders, this effectively fixes the value of their investment at the agreed cash price.
The filing also details how director Malcolm R. Hill’s equity was treated. He disposed of 133 common shares and all of his stock options, with exercise prices of $5.41, $4.45, and $3.453, ending with zero reported beneficial ownership. Under the merger terms, each option was accelerated, canceled, and converted into a cash right based on the difference between the $11.00 offer price and the option’s exercise price.
For investors reviewing Evoke’s situation, this confirms the transaction’s completion mechanics: common shareholders receive a fixed cash amount per share, and option holders receive cash based on the spread over the exercise price, all tied to the December 16–17, 2025 closing timeline.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (Right to Buy) | 1,218 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 5,833 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 1,218 | $0.00 | -- |
| U | Common Stock | 133 | $0.00 | -- |
Footnotes (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.
