0001104659-25-008666.txt : 20250203 0001104659-25-008666.hdr.sgml : 20250203 20250203164707 ACCESSION NUMBER: 0001104659-25-008666 CONFORMED SUBMISSION TYPE: SCHEDULE 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20250203 DATE AS OF CHANGE: 20250203 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Evoke Pharma Inc CENTRAL INDEX KEY: 0001403708 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] ORGANIZATION NAME: 03 Life Sciences IRS NUMBER: 208447886 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87872 FILM NUMBER: 25583269 BUSINESS ADDRESS: STREET 1: 420 STEVENS AVENUE STREET 2: SUITE 230 CITY: SOLANA BEACH STATE: CA ZIP: 92075 BUSINESS PHONE: 858-345-1494 MAIL ADDRESS: STREET 1: 420 STEVENS AVENUE STREET 2: SUITE 230 CITY: SOLANA BEACH STATE: CA ZIP: 92075 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Nantahala Capital Management, LLC CENTRAL INDEX KEY: 0001472322 ORGANIZATION NAME: IRS NUMBER: 201151760 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13D/A BUSINESS ADDRESS: STREET 1: 130 MAIN ST. STREET 2: 2ND FLOOR CITY: NEW CANAAN STATE: CT ZIP: 06840 BUSINESS PHONE: 203-404-1172 MAIL ADDRESS: STREET 1: 130 MAIN ST. STREET 2: 2ND FLOOR CITY: NEW CANAAN STATE: CT ZIP: 06840 SCHEDULE 13D/A 1 primary_doc.xml SCHEDULE 13D/A 0001104659-24-101777 0001472322 XXXXXXXX LIVE 3 Common Stock, par value $0.0001 per share 02/03/2025 false 0001403708 30049G203 EVOKE PHARMA, INC.

420 Stevens Avenue, Suite 230 Solana Beach CA 92075

Taki Vasilakis (203) 308-4440 130 Main St. 2nd Floor New Canaan CT 06840 0001472322 N Nantahala Capital Management, LLC AF N MA 0.00 254639.00 0.00 254639.00 254639.00 N 15.99 IA OO Y Wilmot B. Harkey AF N X1 0.00 254639.00 0.00 254639.00 254639.00 N 15.99 IN HC Y Daniel Mack AF N X1 0.00 254639.00 0.00 254639.00 254639.00 N 15.99 IN HC Common Stock, par value $0.0001 per share EVOKE PHARMA, INC. 420 Stevens Avenue, Suite 230 Solana Beach CA 92075 This Amendment No. 3 ("Amendment No. 3") amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on behalf of Nantahala Capital Management, LLC, a Massachusetts limited liability company ("Nantahala"), Mr. Wilmot B. Harkey and Mr. Daniel Mack, the principals of Nantahala (collectively, the "Reporting Persons") on September 20, 2024 (the "Original Schedule 13D"), as previously amended on October 1, 2024 and November 6, 2024, relating to Common Stock, par value $0.0001 per share (the "Common Stock"), of Evoke Pharma, Inc., a Delaware corporation (the "Issuer"). Capitalized terms used but not defined in this Amendment No. 3 have the meanings set forth in the Original Schedule 13D as previously amended. Except as specifically provided herein, this Amendment No. 3 does not modify any of the information reported in the Original Schedule 13D as previously amended. Item 4 is hereby supplemented by the addition of the following disclosure: The Reporting Persons have begun discussions with the Issuer regarding the selection of a second designee to the Issuer's board of directors pursuant to the September 2024 Letter Agreement. Upon appointment of the Reporting Persons' designee to the Issuer's board of directors, the Issuer will be required to disclose certain information concerning the designee in a Current Report filed with the SEC on Form 8-K. The aggregate percentage of Common Stock beneficially owned by the Reporting Persons is based upon 1,592,495 shares of Common Stock outstanding as of November 5, 2024, which includes 1,486,009 shares of Common Stock outstanding (as disclosed by the Issuer in its Quarterly Report on Form 10-Q filed with the SEC on November 7, 2024) and 106,486 shares of Common Stock for which the Warrants may be exercised as of the date hereof (giving effect to the Beneficial Ownership Limit), which are deemed outstanding pursuant to Rule 13d-3(d)(1)(i). Nantahala, as the investment adviser of the Nantahala Investors, may be deemed to beneficially own 254,639 shares of Common Stock, which includes 148,194 shares of Common Stock held by the Nantahala Investors and a further 106,486 shares of Common Stock issuable upon exercise of the Warrants (giving effect to the Beneficial Ownership Limitation), or approximately 15.99% of the outstanding shares of Common Stock. Each of Mr. Harkey and Mr. Mack, as principals of Nantahala, may also be deemed to beneficially own the same shares of Common Stock. Nantahala, Mr. Harkey and Mr. Mack have the shared power to vote and dispose of the Common Stock reported in this Schedule 13D. In the past 60 days, neither the Reporting Persons nor the Other Officers have made any transactions in the shares of Common Stock, except as reported on Form 4. The Nantahala Investors hold the shares of Common Stock reported herein or have the right to acquire the shares of Common Stock reported herein based on holding the Warrants. No person other than the Nantahala Investors is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Common Stock reported herein, which, in the case of Blackwell Partners LLC - Series A, relates to more than 5% of the outstanding shares of Common Stock. Not applicable. Nantahala Capital Management, LLC /s/ Taki Vasilakis 02/03/2025 Wilmot B. Harkey /s/ Wilmot B. Harkey 02/03/2025 Daniel Mack /s/ Daniel Mack 02/03/2025