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EVOKE PHARMA, INC. Form 8-K: Current report

EVOKE PHARMA, INC. Form 8-K: Current report

Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.

  • 2025-12-17: Form 8-K; Period of report 2025-12-17; Description 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 2.01.
  • 2025-11-13: Form 8-K; Period of report 2025-11-13; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
  • 2025-11-04: Form 8-K; Period of report 2025-10-29; Description 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events; Details 1.01.
  • 2025-08-14: Form 8-K; Period of report 2025-08-14; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
FiledFormPeriod of reportDescriptionDetailsDocument
2025-12-178-K2025-12-172.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year2.01 As previously disclosed, Evoke Pharma, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”), with QOL Medical, LLC (“Parent”) and Parent’s wholly owned subsidiary, QOL-EOS Merger Sub, Inc. (“Merger Sub”), on November 3, 2025.
3.01 The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.
3.03 The information set forth under Items 2.01, 3.01, 5.01, and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
5.01 The information set forth under Items 2.01, 5.02, and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
5.02 The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.
5.03 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 and became the certificate of incorporation and bylaws of the Surviving Corporation.
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2025-11-138-K2025-11-132.02 Results of Operations and Financial Condition2.02 On November 13, 2025, Evoke Pharma, Inc. issued a press release announcing its financial results for the three and nine-month periods ended September 30, 2025.evok-20251113.htm
2025-11-048-K2025-10-291.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events1.01 On November 3, 2025, Evoke Pharma, Inc., a Delaware corporation (the “Company” or “Evoke”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with QOL Medical, LLC, a Delaware limited liability company (“Parent”), and QOL-EOS Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub will commence a tender offer (the “Offer”) to acquire all of the outstanding shares of common stock, par value $0.0001 per share, of the Company (the “Shares”) for $11.00 in cash per Share, subject to any applicable withholding taxes and without interest thereon (the “Offer Price”).
5.02 On November 3, 2025, concurrently with the signing of the Merger Agreement, each of Matthew J. D’Onofrio, Mark Kowieski, CPA, and Marilyn R. Carlson (each, an “Executive”) entered into an amended and restated employment agreement with the Company (the “A&R Employment Agreements”).
8.01 On November 4, 2025, the Company issued a press release regarding the execution of the Merger Agreement.
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2025-08-148-K2025-08-142.02 Results of Operations and Financial Condition2.02 On August 14, 2025, Evoke Pharma, Inc. issued a press release announcing its financial results for the three and six-month periods ended June 30, 2025.evok-20250814.htm
2025-08-068-K2025-08-068.01 Other Events8.01 On August 6, 2025, Evoke Pharma, Inc. (the “Company”) announced the official issuance of a new U.S. patent related to its product GIMOTI®.evok-20250806.htm
2025-07-098-K2025-07-098.01 Other Events8.01 On July 9, 2025, Evoke Pharma, Inc. (“Evoke” or the “Company”) announced that it has received a Notice of Allowance from the United States Patent and Trademark Office (“USPTO”) for a U.S. patent application covering the use of GIMOTI® in patients with moderate to severe symptoms of gastroparesis.evok-20250709.htm
2025-05-228-K2025-05-215.07 Submission of Matters to a Vote of Security Holders5.07 The Company held its Annual Meeting solely by means of remote communication through a live webcast on May 21, 2025, at 8:30 a.m., Pacific Time.evok-20250521.htm
2025-05-138-K2025-05-132.02 Results of Operations and Financial Condition2.02 On May 13, 2025, Evoke Pharma, Inc. issued a press release announcing its financial results for the first quarter ended March 31, 2025.evok-20250513.htm
2025-03-138-K2025-03-132.02 Results of Operations and Financial Condition2.02 On March 13, 2025, Evoke Pharma, Inc. issued a press release announcing its financial results for the fourth quarter and year ended December 31, 2024.evok-20250313.htm
2025-02-248-K2025-02-205.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On February 20, 2025, pursuant to the amended and restated bylaws of Evoke Pharma, Inc. (the “Company”), the Board of Directors of the Company (the “Board”) appointed Greg Pyszcymuka to serve as a Class I director, effective immediately, with an initial term expiring at the Company’s 2026 annual meeting of stockholders.evok-20250220.htm