Evoke Pharma (EVOK) bought by QOL Medical in $11 cash tender offer and merger
Rhea-AI Filing Summary
Evoke Pharma Inc. has been acquired by QOL Medical, LLC through a tender offer and merger. Purchasers completed a tender offer to buy all outstanding Evoke common shares for $11.00 in cash per share, followed by a merger that made Evoke a wholly owned subsidiary of QOL Medical. In this context, director Todd C. Brady reported disposing of 27 shares of common stock on December 16, 2025, leaving him with no directly owned shares after the transaction.
Immediately before the merger became effective on December 17, 2025, all outstanding stock options accelerated, became fully vested, and were canceled in exchange for cash. Each option holder became entitled to a cash payment equal to the number of shares underlying the option multiplied by the difference between the $11.00 offer price and the option’s exercise price.
Positive
- QOL Medical completed the acquisition of Evoke Pharma at $11.00 per share in cash, providing shareholders a defined cash exit price.
Negative
- None.
Insights
Evoke Pharma was taken private for $11 per share, with director options cashed out.
The disclosure shows that QOL Medical, LLC completed a tender offer for all Evoke Pharma common shares at $11.00 per share in cash, followed by a merger on December 17, 2025. After the merger, Evoke continues as a wholly owned subsidiary of QOL Medical, meaning public shareholders are bought out and the company is effectively taken private.
The filing explains that, immediately before the merger became effective, all outstanding Evoke stock options became fully vested and were canceled in exchange for cash. For each option, the cash amount equals the number of underlying shares multiplied by the difference between the $11.00 offer price and the option’s exercise price. For director Todd C. Brady, the reported stock and option positions go to zero, reflecting that equity was converted entirely into cash consideration under the merger terms.
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) | 1,187 | $0.00 | -- |
| U | Common Stock | 27 | $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.
