0001193125-25-322644.txt : 20251217 0001193125-25-322644.hdr.sgml : 20251217 20251217160015 ACCESSION NUMBER: 0001193125-25-322644 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20251216 FILED AS OF DATE: 20251217 DATE AS OF CHANGE: 20251217 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CARLSON MARILYN R. CENTRAL INDEX KEY: 0001592848 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36075 FILM NUMBER: 251579136 MAIL ADDRESS: STREET 1: C/O EVOKE PHARMA, INC. STREET 2: 505 LOMAS SANTA FE DRIVE CITY: SOLANA BEACH STATE: CA ZIP: 92075 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Evoke Pharma Inc CENTRAL INDEX KEY: 0001403708 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] ORGANIZATION NAME: 03 Life Sciences EIN: 208447886 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 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 4 1 ownership.xml 4 X0508 4 2025-12-16 true 0001403708 Evoke Pharma Inc EVOK 0001592848 CARLSON MARILYN R. C/O EVOKE PHARMA, INC. 420 STEVENS AVENUE, SUITE 230 SOLANA BEACH CA 92075 false true false false Chief Medical Officer false Common Stock 2025-12-16 4 U false 360 D 0 D Stock Option (Right to Buy) 5.27 2025-12-17 4 D false 17291 D Common Stock 17291 0 D Stock Option (Right to Buy) 4.45 2025-12-17 4 D false 11000 D Common Stock 11000 0 D 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. /s/ Matthew J. D'Onofrio, Attorney-in-fact for Marilyn R. Carlson 2025-12-17