Evoke Pharma Inc: M&A transaction — QOL Medical completes $11/share acquisition of Evoke Pharma; delisting and leadership change

Evoke Pharma Inc

Tender offer closed Dec 15 with 67.63% of shares validly tendered; merger completed Dec 17, 2025.
Shareholders receive $11.00 per share in cash; options and warrants with exercise price below $11 also cashed out.
Evoke shares to be delisted from Nasdaq; company intends to file Form 15 to terminate SEC registration.
All directors resigned; CEO, CFO, CMO employment terminated as of Dec 18, 2025; successors from QOL Medical appointed.

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Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Evoke Pharma Inc: Certificate of incorporation amended and restated in connection with merger (effective 2025-12-17).

Change: charter amendment
Effective: 2025-12-17

Exact text from the filing

Pursuant to the terms of the Merger Agreement, on December 17, 2025, the Company’s certificate of incorporation and bylaws were each amended and restated in their entirety

View on SEC.gov

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Evoke Pharma Inc: Bylaws amended and restated in connection with merger (effective 2025-12-17).

Change: bylaw amendment
Effective: 2025-12-17

Exact text from the filing

Pursuant to the terms of the Merger Agreement, on December 17, 2025, the Company’s certificate of incorporation and bylaws were each amended and restated in their entirety

View on SEC.gov

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.99

Evoke Pharma Inc underwent a change of control involving QOL Medical, LLC for $11.00 in cash per Company Share (closed 2025-12-17).

Action: change of control
Counterparty: QOL Medical, LLC
Consideration: $11.00 in cash per Company Share
Closing: 2025-12-17

Exact text from the filing

Sub commenced a tender offer (the “Offer”) to purchase all of the outstanding shares of common stock, par value $0.0001 per share, of the Company (the “Company Shares”), for $11.00 in cash per Company Share, without interest and subject to any withholding of taxes required by applicable legal requirements (the “Offer Price”). The Offer and related withdrawal

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Source: SEC EDGAR

accession 0001193125-25-321801

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