12/17/2025 | Press release | Distributed by Public on 12/17/2025 15:00
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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 | ||||||||
| Stock Option (Right to Buy) | $5.41 | 12/17/2025 | D | 1,479 | (2) | (2) | Common Stock | 1,479 | (2) | 0 | D | ||||
| Stock Option (Right to Buy) | $4.45 | 12/17/2025 | D | 8,750 | (2) | (2) | Common Stock | 8,750 | (2) | 0 | D | ||||
| Stock Option (Right to Buy) | $3.453 | 12/17/2025 | D | 1,291 | (2) | (2) | Common Stock | 1,291 | (2) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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GARNER CAM L C/O EVOKE PHARMA, INC. 420 STEVENS AVENUE, SUITE 230 SOLANA BEACH, CA 92075 |
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| /s/ Matthew J. D'Onofrio, Attorney-in-fact for Cam L. Garner | 12/17/2025 | |
| **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) | 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"). |
| (2) | 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. |