QOL Medical Finalizes Evoke Pharma (NASDAQ: EVOK) Takeover at $11 Per Share

Rhea-AI Filing Summary

QOL Medical’s subsidiary has completed its cash tender offer for Evoke Pharma at $11.00 per share. The offer expired at one minute past 11:59 p.m. New York City time on December 15, 2025, with 1,164,862 shares validly tendered and not withdrawn, representing about 67.63% of Evoke’s outstanding common stock. Because this met the minimum tender condition and all other conditions were satisfied, QOL-EOS Merger Sub promptly accepted all tendered shares for payment.

On December 17, 2025, the purchaser completed a merger with Evoke under Section 251(h) of Delaware law without a shareholder meeting or vote, making Evoke a wholly owned subsidiary. Evoke’s shares stopped trading on Nasdaq before the market opened on December 17, 2025 and are being delisted, and QOL Medical plans to terminate Evoke’s Exchange Act registration and suspend its SEC reporting duties.

Insights

M&A and corporate actions analyst

Evoke Pharma is being taken private after a successful $11 cash tender offer and follow-on merger.

The transaction centers on QOL-EOS Merger Sub’s offer to acquire all outstanding Evoke Pharma common shares for $11.00 per share in cash. By the offer expiration at one minute past 11:59 p.m. New York City time on December 15, 2025, shareholders had tendered 1,164,862 shares, about 67.63% of those outstanding. This level of participation satisfied the minimum condition and all other stated conditions, allowing the buyer to irrevocably accept all validly tendered shares.

Relying on Section 251(h) of the Delaware General Corporation Law, the buyer then completed a back-end merger on December 17, 2025 without a shareholder vote. After the merger, Evoke became wholly owned, its shares ceased trading on Nasdaq before the market opened on that date, and steps are being taken to delist and terminate registration under the Exchange Act. For investors, this means Evoke’s public float and ongoing SEC reporting are ending, and the investment outcome is now defined by the cash consideration received in the tender and merger.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

(Amendment No. 2)

EVOKE PHARMA, INC.

(Name of Subject Company (Issuer))

QOL-EOS MERGER SUB, INC.

(Offeror)

a wholly owned subsidiary of

QOL MEDICAL, LLC

(Parent of Offeror)

(Name of Filing Persons (identifying status as offeror, issuer or other person))

Common Stock, $0.0001 par value

(Title of Class of Securities)

30049G302

(CUSIP Number of Class of Securities)

Matthew L. Wotiz

QOL Medical, LLC

3405 Ocean Drive

Vero Beach, Florida 32963

(866) 469-3773

(Name, Address, and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

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

☐ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

☒ third-party tender offer subject to Rule 14d-1.

☐ issuer tender offer subject to Rule 13e-4.

☐ going-private transaction subject to Rule 13e-3.

☐ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:  ☒

If applicable, check the appropriate box(es) below to designate the appropriate rule provisions relied upon:

☐ Rule 13e-4(i) (Cross-Border Issuer Tender Offer).

☐ Rule 14d-1(d) (Cross-Border Third-Party Tender Offer).

This Amendment No. 2 to the Tender Offer Statement on Schedule TO (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on November 17, 2025, as amended on December 8, 2025 by Amendment No. 1 to Tender Offer Statement on Schedule TO (“Amendment No. 1”) (as so amended, together with any subsequent amendments or supplements thereto, “Schedule TO”) by (i) QOL-EOS Merger Sub, Inc., a Delaware corporation (“Purchaser”) and a direct wholly owned subsidiary of QOL Medical, LLC, a Delaware limited liability company (“Parent”), and (ii) Parent. This Schedule TO relates to the offer by Purchaser (the “Offer”) to purchase all of the outstanding shares of common stock, par value $0.0001 per share (the “Shares”), of Evoke Pharma, Inc., a Delaware corporation (“Evoke”), at a price of $11.00 per Share, in cash, without interest and subject to any withholding of taxes required by applicable legal requirements. The Offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 17, 2025, and as amended by Amendment No. 1 (as so amended, together with any subsequent amendments or supplements thereto, “Offer to Purchase”), and in the related Letter of Transmittal, copies of which are attached as Exhibits (a)(1)(A) and (a)(1)(B) to the Schedule TO, respectively.

This Amendment is being filed solely to amend and supplement items to the extent specifically provided herein. Except as otherwise set forth in this Amendment, the information set forth in the Schedule TO, including all exhibits thereto, remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment. This Amendment should be read together with the Schedule TO. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule TO, as amended by this Amendment.

Items 1 through 9 and Item 11.

The Offer to Purchase and Items 1 through 9 and Item 11 of the Schedule TO, to the extent such Items 1 through 9 and Item 11 incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented as follows:

“The Offer expired at one minute past 11:59 p.m., New York City time, on December 15, 2025 (such date and time, the “Offer Expiration Time”), and the Offer was not extended. The Depositary has advised that, as of the Offer Expiration Time, a total of 1,164,862 Shares were validly tendered pursuant to the Offer and not validly withdrawn, representing approximately 67.63% of the Shares outstanding as of immediately prior to the Offer Expiration Time.

As of the Offer Expiration Time, the number of Shares validly tendered pursuant to the Offer and not validly withdrawn satisfied the Minimum Condition, and all other conditions to the Offer had been satisfied. Promptly following the Offer Expiration Time, Purchaser irrevocably accepted for payment all Shares validly tendered pursuant to the Offer and not validly withdrawn.

Following acceptance for payment of the Shares, on December 17, 2025, Purchaser effected the Merger in accordance with Section 251(h) of the DGCL, without a meeting of the Company’s stockholders and without a vote or any further action by the Company’s stockholders.

The Shares ceased to trade on Nasdaq prior to the opening of business on December 17, 2025 and are being delisted. Parent and Purchaser intend to take steps to cause the termination of the registration of the Shares under the Exchange Act and the suspension of all of the Company’s reporting obligations under the Exchange Act as promptly as practicable.

On December 17, 2025, Parent issued a press release announcing the expiration and results of the Offer and the consummation of the Merger. The full text of the press release is attached as Exhibit (a)(5)(B) hereto, and incorporated herein by reference.”

Item 12 Exhibits.

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:

Exhibit No.		Description
(a)(5)(B)		Press Release issued by QOL Medical, dated December 17, 2025.

SIGNATURES

After due inquiry and to the best knowledge and belief of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

QOL-EOS Merger Sub, Inc.
By:		/s/ Matthew Wotiz
		Name:		Matthew Wotiz
		Title:		Secretary
QOL Medical, LLC
By:		/s/ Matthew Wotiz
		Name:		Matthew Wotiz
		Title:		Vice President, Business Development
Date: December 17, 2025

FAQ

What happened to Evoke Pharma (EVOK) in this QOL Medical tender offer?

QOL-EOS Merger Sub, a subsidiary of QOL Medical, completed a cash tender offer to buy all outstanding Evoke Pharma common shares at $11.00 per share, followed by a merger that made Evoke a wholly owned subsidiary.

How many Evoke Pharma (EVOK) shares were tendered and what percentage of the company did this represent?

As of the offer expiration, 1,164,862 shares of Evoke Pharma common stock were validly tendered and not withdrawn, representing approximately 67.63% of the shares outstanding immediately prior to the offer expiration time.

When did the Evoke Pharma tender offer expire and was it extended?

The tender offer for Evoke Pharma expired at one minute past 11:59 p.m. New York City time on December 15, 2025 and was not extended.

What happened after the Evoke Pharma tender offer conditions were satisfied?

After the minimum condition and all other conditions were satisfied, the purchaser irrevocably accepted for payment all validly tendered shares, then on December 17, 2025 completed a merger with Evoke under Section 251(h) of the DGCL without a shareholder vote.

Will Evoke Pharma (EVOK) remain listed on Nasdaq after the QOL Medical acquisition?

No. Evoke Pharma’s shares ceased trading on Nasdaq before the opening of business on December 17, 2025 and are being delisted as part of the completed merger.

What are QOL Medical’s plans for Evoke Pharma’s SEC reporting and registration?

Following the merger, QOL Medical and its subsidiary intend to take steps to terminate the registration of Evoke Pharma’s shares under the Exchange Act and suspend all of Evoke’s SEC reporting obligations as promptly as practicable.

Was there any public communication about the completion of the Evoke Pharma tender offer and merger?

Yes. On December 17, 2025, QOL Medical issued a press release announcing the expiration and results of the offer and the consummation of the merger, which is included as Exhibit (a)(5)(B).