Matthew J. D'Onofrio - 16 Dec 2025 Form 4 Insider Report for Evoke Pharma Inc (EVOK)

Role
Chief Executive Officer, Director
Signature
/s/ Matthew J. D'Onofrio
Issuer symbol
EVOK
Transactions as of
16 Dec 2025
Net transactions value
$0
Form type
4
Filing time
17 Dec 2025, 16:00:03 UTC
Previous filing
24 Mar 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
D'Onofrio Matthew J Chief Executive Officer, Director C/O EVOKE PHARMA, INC., 420 STEVENS AVENUE, SUITE 230, SOLANA BEACH /s/ Matthew J. D'Onofrio 17 Dec 2025 0001578770

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction EVOK Common Stock Disposition pursuant to a tender of shares in a change of control transaction -15,509 -100% 0 16 Dec 2025 Direct F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction EVOK Stock Option (Right to Buy) Disposed to Issuer -64,840 -100% 0 17 Dec 2025 Common Stock 64,840 $5.27 Direct F2
transaction EVOK Stock Option (Right to Buy) Disposed to Issuer -70,000 -100% 0 17 Dec 2025 Common Stock 70,000 $4.45 Direct F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Matthew J. D'Onofrio is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 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").
F2 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.