12/19/2025 | Press release | Distributed by Public on 12/19/2025 15:15
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FORM 4
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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 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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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) |
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| 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 Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Nantahala Capital Management, LLC 130 MAIN ST. 2ND FLOOR NEW CANAAN, CT 06840 |
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Harkey Wilmot B. 130 MAIN ST. 2ND FLOOR NEW CANAAN, CT 06840 |
X | |||
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Mack Daniel 130 MAIN ST. 2ND FLOOR NEW CANAAN, CT 06840 |
X | |||
| /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 |
| * | 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. |