Evoke Pharma Inc.

12/19/2025 | Press release | Distributed by Public on 12/19/2025 15:15

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Nantahala Capital Management, LLC
2. Issuer Name and Ticker or Trading Symbol
Evoke Pharma Inc [EVOK]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
130 MAIN ST. 2ND FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
12/17/2025
(Street)
NEW CANAAN, CT 06840
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12/17/2025 J(1) 148,153 D $11 0 I See Footnote(2)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Prefunded Warrants $0.0001 12/17/2025 J(1) 433,962 02/13/2024 02/13/2029 Common Stock 433,962 $10.999(1) 0 I See Footnote(2)
Series A Common Stock Purchase Warrants $8.16 12/17/2025 J(1) 117,019 02/13/2024 02/13/2029 Common Stock 117,019 $4.71(1) 0 I See Footnote(2)
Series C Common Stock Purchase Warrants $8.16 12/17/2025 J(1) 117,019 02/13/2029 02/13/2029 Common Stock 117,019 $4.71(1) 0 I See Footnote(2)
Amended Series A Common Stock Purchase Warrants $0.01 12/17/2025 J(1) 158,531 09/27/2024 02/13/2029 Common Stock 158,531 $10.99(1) 0 I See Footnote(2)
Amended Series C Common Stock Purchase Warrants $0.01 12/17/2025 J(1) 250,627 09/27/2024 02/13/2029 Common Stock 250,627 $10.99(1) 0 I See Footnote(2)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Nantahala Capital Management, LLC
130 MAIN ST. 2ND FLOOR
NEW CANAAN, CT 06840
X
Harkey Wilmot B.
130 MAIN ST. 2ND FLOOR
NEW CANAAN, CT 06840
X
Mack Daniel
130 MAIN ST. 2ND FLOOR
NEW CANAAN, CT 06840
X

Signatures

/s/ Taki Vasilakis, Chief Compliance Officer, Nantahala Capital Management, LLC 12/19/2025
**Signature of Reporting Person Date
/s/ Wilmot B. Harkey 12/19/2025
**Signature of Reporting Person Date
/s/ Daniel Mack 12/19/2025
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) These securities were disposed of for cash in or in connection with the merger of Evoke Pharma Inc with QOL-EOS Merger Sub, Inc., a wholly owned subsidiary of QOL Medical, LLC.
(2) Nantahala Capital Management, LLC ("NCM"), an investment adviser to certain private funds and managed accounts (the "NCM Investors") that hold the Evoke Pharma, Inc. ("Issuer") securities disclosed in this statement, may be deemed a beneficial owner of such securities. Each of Mr. Wilmot B. Harkey and Mr. Daniel Mack may be deemed a beneficial owner of Issuer securities beneficially owned by NCM. Each of NCM, Mr. Harkey and Mr. Mack disclaims beneficial ownership of the Issuer's securities disclosed herein except to the extent of their respective pecuniary interests therein.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Evoke Pharma Inc. published this content on December 19, 2025, and is solely responsible for the information contained herein. Distributed via Edgar on December 19, 2025 at 21:16 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]