{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-25-321801","form_type":"8-K","ticker":null,"cik":"0001403708","company_name":"Evoke Pharma Inc","filed_at":"2025-12-17T23:59:59+00:00","discovered_at":"2026-05-14T18:02:39.320468+00:00","generated_at":"2026-05-16T12:54:13.196776+00:00","sec_items":["2.01","3.01","3.03","5.01","5.02","5.03","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":1.0,"calibrated_materiality_score":1.0,"confidence":"high","headline":"QOL Medical completes $11/share acquisition of Evoke Pharma; delisting and leadership change","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-25-321801","json":"https://secwatch.observer/filing/0001193125-25-321801.json","markdown":"https://secwatch.observer/filing/0001193125-25-321801.md","text":"https://secwatch.observer/filing/0001193125-25-321801.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1403708/000119312525321801/0001193125-25-321801-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1403708/000119312525321801/d81175d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-16T12:54:13.196776+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"c23a0387303192a40c8b4616ea7abea36b6c6a17","claim":"Evoke Pharma Inc: Certificate of incorporation amended and restated in connection with merger (effective 2025-12-17).","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1403708/000119312525321801/0001193125-25-321801-index.htm","confidence":0.9},{"claim_id":"e32b280078473b4cb9272905f9a1aab6c826ee3d","claim":"Evoke Pharma Inc: Bylaws amended and restated in connection with merger (effective 2025-12-17).","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1403708/000119312525321801/0001193125-25-321801-index.htm","confidence":0.9},{"claim_id":"fc6089c4269fe6187014570458bfda29be82bd25","claim":"Evoke Pharma Inc underwent a change of control involving QOL Medical, LLC for $11.00 in cash per Company Share (closed 2025-12-17).","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1403708/000119312525321801/0001193125-25-321801-index.htm","confidence":0.99}],"comparable_filings":[{"accession":"0001104659-26-055386","ticker":"FARM","company_name":"FARMER BROTHERS CO","filed_at":"2026-05-05T23:59:59+00:00","headline":"Farmer Brothers taken private by Royal Cup for $1.29/share; merger closes May 5, 2026","event_type":"m_and_a","sec_items":["1.02","2.01","3.01","3.03","5.01","5.02","5.03","7.01","9.01"],"materiality_score":1.0,"calibrated_materiality_score":1.0,"match_reasons":["same fact type: governance_change, ma_transaction","same SEC item: 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-055386","json":"https://secwatch.observer/filing/0001104659-26-055386.json","markdown":"https://secwatch.observer/filing/0001104659-26-055386.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/34563/000110465926055386/0001104659-26-055386-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/34563/000110465926055386/tm2612899d9_8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"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","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1403708/000119312525321801/0001193125-25-321801-index.htm","comparable_excerpt":"the Certificate of Incorporation of the Company that was in effect immediately before the Effective Time was amended and restated to be in the form attached hereto as Exhibit 3.1","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/34563/000110465926055386/0001104659-26-055386-index.htm"}},{"accession":"0001493152-26-021330","ticker":"CHRN","company_name":"EKSO BIONICS HOLDINGS, INC.","filed_at":"2026-05-05T23:59:59+00:00","headline":"Ekso Bionics completes reverse merger with Applied Digital subsidiary; 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starts trading June 2 under NVRI; ~$1.2B revenue, ~$140M EBITDA","event_type":"m_and_a","sec_items":["1.01","2.03","3.03","5.03","5.01","5.02","5.05","7.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: governance_change, ma_transaction","same SEC item: 3.03, 5.01, 5.02, 5.03, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251752","json":"https://secwatch.observer/filing/0001193125-26-251752.json","markdown":"https://secwatch.observer/filing/0001193125-26-251752.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/0001193125-26-251752-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/d258410d8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"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","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1403708/000119312525321801/0001193125-25-321801-index.htm","comparable_excerpt":"In connection with the Spin-Off, the Board adopted the Code of Conduct, a copy of which is available on New Enviri’s website at www.enviri.com.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/0001193125-26-251752-index.htm"}},{"accession":"0001140361-26-020064","ticker":"CTLP","company_name":"CANTALOUPE, INC.","filed_at":"2026-05-08T23:59:59+00:00","headline":"Cantaloupe completes merger with 365 Retail Markets; shareholders receive $11.20/share","event_type":"m_and_a","sec_items":["1.02","2.01","3.01","3.03","5.01","5.02","9.01"],"materiality_score":1.0,"calibrated_materiality_score":1.0,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 3.01, 3.03, 5.01, 5.02, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001140361-26-020064","json":"https://secwatch.observer/filing/0001140361-26-020064.json","markdown":"https://secwatch.observer/filing/0001140361-26-020064.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/896429/000114036126020064/0001140361-26-020064-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/896429/000114036126020064/ef20072798_8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"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","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1403708/000119312525321801/0001193125-25-321801-index.htm","comparable_excerpt":"Rollover Shares immediately prior to the Effective Time, and were canceled at the Effective Time for no\n consideration) were canceled and converted into the right to receive $11.20 in cash, without interest (such amount per share, the “ Merger Consideration ”). At the Effective Time, (i) each Company RSU (as defined in the Merger Agreement) that was","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/896429/000114036126020064/0001140361-26-020064-index.htm"}},{"accession":"0001104659-26-057278","ticker":"CTRA","company_name":"Coterra Energy Inc.","filed_at":"2026-05-07T23:59:59+00:00","headline":"Coterra Energy completes merger with Devon; shares converted at 0.70x ratio","event_type":"m_and_a","sec_items":["1.02","2.01","3.01","3.03","5.01","5.02","9.01"],"materiality_score":1.0,"calibrated_materiality_score":1.0,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 3.01, 3.03, 5.01, 5.02, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-057278","json":"https://secwatch.observer/filing/0001104659-26-057278.json","markdown":"https://secwatch.observer/filing/0001104659-26-057278.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/858470/000110465926057278/0001104659-26-057278-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/858470/000110465926057278/tm2613882d1_8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"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","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1403708/000119312525321801/0001193125-25-321801-index.htm","comparable_excerpt":"ith Devon Energy Corporation, a Delaware corporation (“Devon”), and Cubs Merger Sub, Inc., a Delaware corporation and","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/858470/000110465926057278/0001104659-26-057278-index.htm"}},{"accession":"0001140361-26-019333","ticker":"PKST","company_name":"Peakstone Realty Trust","filed_at":"2026-05-06T23:59:59+00:00","headline":"Brookfield completes $1.2B acquisition of Peakstone Realty Trust at $21.00/share","event_type":"m_and_a","sec_items":["2.01","3.01","3.02","5.03","3.03","5.01","5.02","8.01","9.01"],"materiality_score":0.95,"calibrated_materiality_score":0.95,"match_reasons":["same fact type: governance_change","same SEC item: 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001140361-26-019333","json":"https://secwatch.observer/filing/0001140361-26-019333.json","markdown":"https://secwatch.observer/filing/0001140361-26-019333.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1600626/000114036126019333/0001140361-26-019333-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1600626/000114036126019333/ef20070245_8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"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","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1403708/000119312525321801/0001193125-25-321801-index.htm","comparable_excerpt":"In addition, at the Company Merger Effective Time, the bylaws of the Company that were in effect immediately prior to the Company Merger Effective Time were amended and restated in their entirety in the form attached hereto as Exhibit 3.2 and became the bylaws of the Surviving Company.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1600626/000114036126019333/0001140361-26-019333-index.htm"}},{"accession":"0001193125-26-205305","ticker":"TERN","company_name":"Terns Pharmaceuticals, Inc.","filed_at":"2026-05-05T23:59:59+00:00","headline":"Terns Pharmaceuticals acquired by Merck for $53/share; shares to be delisted","event_type":"m_and_a","sec_items":["2.01","3.01","5.01","5.03","3.03","5.02","8.01","9.01"],"materiality_score":1.0,"calibrated_materiality_score":1.0,"match_reasons":["same fact type: governance_change","same SEC item: 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-205305","json":"https://secwatch.observer/filing/0001193125-26-205305.json","markdown":"https://secwatch.observer/filing/0001193125-26-205305.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1831363/000119312526205305/0001193125-26-205305-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1831363/000119312526205305/d70112d8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"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","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1403708/000119312525321801/0001193125-25-321801-index.htm","comparable_excerpt":"Pursuant to the terms of the Merger Agreement, on May 5, 2026, Terns’ amended and restated certificate of incorporation and amended and restated bylaws were each amended and restated in their entirety and became the certificate of incorporation and bylaws of the Surviving Corporation.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1831363/000119312526205305/0001193125-26-205305-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}