Evoke Pharma (NASDAQ: EVOK) completes merger and deregisters unsold securities

Rhea-AI Filing Summary

Evoke Pharma, Inc. is filing a post-effective amendment to its shelf registration statements on Form S-3 to remove from registration all securities that were previously registered but remain unsold. This step follows the completion of a merger on December 17, 2025, in which QOL-EOS Merger Sub, Inc. merged with and into Evoke Pharma under an Agreement and Plan of Merger dated November 3, 2025.

As a result of this transaction, Evoke Pharma now operates as a wholly owned subsidiary of QOL Medical, LLC, and all offerings and sales of its securities under the affected registration statements have been terminated. The company is fulfilling its prior undertakings by formally deregistering any securities that were registered but not issued when those offerings ended.

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M&A and securities registration analyst

Evoke Pharma confirms merger completion and cleans up unused S-3 capacity.

The disclosure states that on December 17, 2025, QOL-EOS Merger Sub, Inc. merged with and into Evoke Pharma, Inc., leaving Evoke as a wholly owned subsidiary of QOL Medical, LLC. In connection with this change of control, Evoke has terminated offerings under several Form S-3 registration statements and is now deregistering all securities that were previously registered but remain unsold.

This is a procedural step that typically follows a going-private or acquisition transaction, ensuring that the company is no longer authorized to sell securities under those shelf registrations. It aligns with undertakings made in the original registration statements to remove from registration any unissued securities once the offerings have ended. The key substantive takeaway is that the merger has closed and Evoke is no longer operating as an independent public issuer under those shelves.

As filed with the Securities and Exchange Commission on December 17, 2025

Registration No. 333-200176

Registration No. 333-221556

Registration No. 333-251614

Registration No. 333-281527

Registration No. 333-281840

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-3

POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT NO. 333-200176

POST-EFFECTIVE AMENDMENT NO. 2 TO REGISTRATION STATEMENT NO. 333-221556

POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT NO. 333-251614

POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT NO. 333-281527

POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT NO. 333-281840

UNDER

THE SECURITIES ACT OF 1933

EVOKE PHARMA INC.

(Exact name of registrant as specified in its charter)

Delaware		20-8447886
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification Number)

420 Stevens Avenue, Suite 230

Solana Beach, California 92075

(858) 345-1494

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Matthew Wotiz

Secretary

Evoke Pharma, Inc.

420 Stevens Avenue, Suite 230

Solana Beach, California 92075

(858) 345-1494

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

John C. Connery Jr.

Roland S. Chase

Hill Ward Henderson

101 E. Kennedy Blvd., Suite 3700

Tampa, Florida 33602

(813) 221-3900

Approximate date of commencement of proposed sale to the public: Not applicable. Removal from registration of securities that were not sold pursuant to the above referenced registration statements.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Large accelerated filer		☐		Accelerated filer		☐
Non-accelerated filer		☒		Smaller reporting company		☒
				Emerging growth company		☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

DEREGISTRATION OF SECURITIES

This Post-Effective Amendment (this “Post-Effective Amendment”) relates to each of the following registration statements on Form S-3 (each, a “Registration Statement” and collectively, the “Registration Statements”) filed with the Securities and Exchange Commission (the “SEC”) by Evoke Pharma, Inc., a Delaware corporation (the “Registrant”):

• Registration Statement No.  333-200176, filed with the SEC on November 13, 2014;

• Registration Statement No.  333-221556, filed with the SEC on November 14, 2017, as amended on December 12, 2017;

• Registration Statement No.  333-251614, filed with the SEC on December 22, 2020;

• Registration Statement No.  333-281527, filed with the SEC on August 13, 2024; and

• Registration Statement No.  333-281840, filed with the SEC on August 29, 2024.

The Registrant is filing this Post-Effective Amendment to the Registration Statements to deregister all securities that remain unsold under the Registration Statements.

On December 17, 2025, pursuant to the terms of an Agreement and Plan of Merger, dated as of November 3, 2025 (the “Merger Agreement”), by and among the Registrant, QOL Medical, LLC, a Delaware limited liability company (“Parent”), and QOL-EOS Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Merger Sub merged with and into the Registrant, with the Registrant surviving the merger as a wholly owned subsidiary of Parent (the “Merger”).

As a result of the Merger, the Registrant has terminated any and all offerings and sales of its securities pursuant to the Registration Statements. In accordance with undertakings made by the Registrant in each Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities registered under the Registration Statements that remain unissued at the termination of the offerings, the Registrant hereby files this Post-Effective Amendment to deregister all securities registered but unsold or otherwise unissued under each Registration Statement, if any, as of the date hereof.

The foregoing description of the Merger, the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the Merger Agreement, which is attached as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on November 4, 2025.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Vero Beach, State of Florida on December 17, 2025.

Evoke Pharma, Inc.

/s/ Matthew Wotiz

Matthew Wotiz

Secretary

No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.

FAQ

What action is Evoke Pharma (EVOK) taking in this post-effective amendment?

Evoke Pharma is filing a post-effective amendment to its Form S-3 registration statements to deregister all securities that were registered but remain unsold, formally ending those offerings.

Why is Evoke Pharma (EVOK) deregistering unsold securities from its S-3 registrations?

Evoke Pharma is deregistering unsold securities because, following the completion of a merger on December 17, 2025, it has terminated all offerings and sales of its securities under those registration statements.

What merger involving Evoke Pharma (EVOK) is described in this filing?

The filing describes a merger under a Merger Agreement dated November 3, 2025, where QOL-EOS Merger Sub, Inc. merged with and into Evoke Pharma, with Evoke surviving as a wholly owned subsidiary of QOL Medical, LLC.

How does the merger affect Evoke Pharma’s (EVOK) status as an issuer?

As a result of the merger, Evoke Pharma is now a wholly owned subsidiary of QOL Medical, LLC and has ended offerings of its securities under the referenced Form S-3 registration statements.

Which prior agreement governs the merger mentioned by Evoke Pharma (EVOK)?

The merger is governed by an Agreement and Plan of Merger dated November 3, 2025, which is attached as Exhibit 2.1 to Evoke Pharma’s Current Report on Form 8-K filed on November 4, 2025.

Is Evoke Pharma (EVOK) registering any new securities in this document?

No. This post-effective amendment is being used to remove from registration securities that were previously registered but remain unsold or otherwise unissued under the referenced Form S-3 registration statements.