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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  May 19, 2022

 

EVOKE PHARMA, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

Delaware

 

001-36075

 

20-8447886

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

 

420 Stevens Avenue, Suite 370

Solana Beach, California

 

92075

(Address of Principal Executive Offices)

 

(Zip Code)

Registrant’s telephone number, including area code: (858) 345-1494

(Former Name or Former Address, if Changed Since Last Report.)

 

Securities registered pursuant to Section 12(b) of the Exchange Act

 

 

 

Title of each class

Trading symbol

Name of each exchange on which registered

Common Stock,
par value $0.0001 per share

EVOK

The Nasdaq Capital Market

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 

 


 

Item 3.03Material Modification to Rights of Security Holders.

 

The information contained in Item 5.03 below is incorporated by reference into this Item 3.03.

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On May 19, 2022, Evoke Pharma, Inc. (the “Company”) filed an amendment (the “Amendment”) to its amended and restated certificate of incorporation to effectuate a reverse stock split of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). Pursuant to the Amendment, at the effective time of 5:00 p.m. Eastern Time on May 20, 2022, each twelve (12) shares of Common Stock issued and outstanding will be combined into one (1) validly issued, fully paid and non-assessable share of Common Stock (the “Reverse Stock Split”). The par value per share remains the same. No fractional shares were issued in connection with the Reverse Stock Split. Stockholders who would otherwise be entitled to a fractional share of Common Stock are instead entitled to receive a proportional cash payment. The Reverse Stock Split will not reduce the total number of shares of Common Stock that the Company is authorized to issue, which will remain 50,000,000 shares.  Trading of the Common Stock on a Reverse Stock Split-adjusted basis will begin at the opening of trading on the Nasdaq Capital Market on May 23, 2022.  The new CUSIP number for the Common Stock following the Reverse Stock Split is 30049G 203.

 

In addition, proportionate adjustments will be made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding stock options and warrants to purchase shares of Common Stock and the number of shares of Common Stock reserved for issuance pursuant to the Company’s equity incentive compensation plans.

 

The Reverse Stock Split ratio was selected pursuant to the authority granted to the board of directors of the Company by stockholders at the Annual Meeting of Stockholders held on April 27, 2022. A copy of the Amendment filed with the Secretary of State of the State of Delaware is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01Financial Statements and Exhibits.

 

(d) Exhibits.

 

 

 

 

Exhibit No.

  

Description

 

 

3.1

  

Certificate of Amendment to Amended and Restated Certificate of Incorporation of Evoke Pharma, Inc.

 

 

104

  

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

 

 



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

 

EVOKE PHARMA, INC.

 

 

 

 

Date: May 20, 2022

 

 

 

By:

 

/s/ Matthew J. D’Onofrio

 

 

 

 

Name:

 

Matthew J. D’Onofrio

 

 

 

 

Title:

 

Executive Vice President,
Chief Business Officer and Secretary