Evoke Pharma (EVOK) CFO reports share and option cash-out in $11 offer

Rhea-AI Filing Summary

Evoke Pharma Inc. reported insider share and option dispositions by its Chief Financial Officer, reflecting the completion of a cash acquisition. On December 16, 2025, the CFO disposed of 11,815 shares of common stock in connection with a tender offer in which purchasers agreed to acquire all issued and outstanding Evoke common shares for $11.00 per share in cash.

After the tender offer, a merger closed on December 17, 2025, with Evoke becoming a wholly owned subsidiary of QOL Medical, LLC. Immediately before the merger became effective, each outstanding stock option, including options over 17,291 shares at $5.27 and 13,000 shares at $4.45 per share, fully vested and was canceled and converted into a cash right based on the $11.00 offer price minus the applicable exercise price.

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^*

Kowieski Mark

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/16/2025

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
Common Stock	12/16/2025		U		11,815	D	(1)	0	D

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)	$5.27	12/17/2025		D			17,291	(2)	(2)	Common Stock	17,291	(2)	0	D
Stock Option (Right to Buy)	$4.45	12/17/2025		D			13,000	(2)	(2)	Common Stock	13,000	(2)	0	D

Explanation of Responses:

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").

2. 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.

	/s/ Mark Kowieski	12/17/2025
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Evoke Pharma Inc (EVOK) disclose for its CFO?

The Chief Financial Officer of Evoke Pharma Inc. reported disposing of 11,815 shares of common stock on December 16, 2025 in connection with a tender offer.

What was the cash consideration in the Evoke Pharma Inc (EVOK) tender offer?

The tender offer provided for the acquisition of all issued and outstanding Evoke Pharma common shares at $11.00 per share in cash, referred to as the Offer Price.

What happened to Evoke Pharma Inc (EVOK) after the tender offer closed?

After the tender offer, a merger was completed on December 17, 2025, with the merger subsidiary combining with Evoke Pharma and Evoke continuing as a wholly owned subsidiary of QOL Medical, LLC.

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

Immediately before the merger became effective, each outstanding Company Option fully vested, was automatically canceled and terminated, and converted into the right to receive cash based on the $11.00 Offer Price minus the option’s per share exercise price.

Which specific Evoke Pharma Inc (EVOK) stock options for the CFO were affected?

The report shows stock options over 17,291 shares with a per share exercise price of $5.27 and options over 13,000 shares with a per share exercise price of $4.45, both canceled and converted into cash rights.

What is the role of the reporting person in Evoke Pharma Inc (EVOK)?

The reporting person is an officer of Evoke Pharma Inc., serving as the company’s Chief Financial Officer.