Press Release: Evoke Pharma and QOL Medical Announce Expiration of Tender Offer

Dow Jones12-17
Evoke Stockholders Received $11.00 Per Share in Cash 
 
 
   SOLANA BEACH, Calif., and VERO BEACH, Fla., Dec. 17, 2025 /PRNewswire/ 
=- Evoke Pharma, Inc. (formerly NASDAQ: EVOK) ("Evoke") and QOL Medical, 
LLC ("QOL Medical") today announced that the tender offer (the "Offer") 
by QOL-EOS Merger Sub, Inc., a Delaware corporation and a direct wholly 
owned subsidiary of QOL Medical (the "Merger Sub"), to acquire all of 
the outstanding shares of common stock, par value $0.0001 per share (the 
"Shares"), of Evoke, in exchange for $11.00 in cash per share (the 
"Offer Price"), subject to any applicable withholding and without 
interest thereon, expired at one minute past 11:59 p.m., New York City 
Time, on December 15, 2025 (the "Expiration Time") and was not extended. 
 
 
 
   Broadridge Corporate Issuer Solutions, LLC, the depositary for the Offer, 
has advised that, as of the Expiration Time, approximately 1,164,862 
Shares were validly tendered and not validly withdrawn pursuant to the 
Offer, representing approximately 67.63% of the issued and outstanding 
Shares immediately prior to the Expiration Time. 
 
 
   Following the consummation of the Offer, Merger Sub merged with and into 
Evoke (the "Merger"), and all Shares that had not been validly tendered 
in the Offer were canceled and converted into the right to receive the 
Offer Price (subject to the exercise of appraisal rights).  As a result 
of the Merger, Evoke became a wholly owned subsidiary of QOL Medical. 
Prior to the opening of trading on The Nasdaq Stock Market LLC 
("Nasdaq") on December 17, 2025, all shares of Evoke common stock have 
ceased trading on Nasdaq, and Evoke intends promptly to cause such 
shares to be delisted from Nasdaq and deregistered under the Securities 
Exchange Act of 1934, as amended. 
 
 
   About QOL Medical, LLC 
 
 
   QOL Medical is a specialty biopharmaceutical company committed to 
delivering solutions for rare diseases. Founded in 2003, QOL Medical 
focuses on improving clinical outcomes and enhancing the quality of life 
for patients with rare diseases through the acquisition and 
commercialization of orphan and gastrointestinal products in underserved 
markets. Learn more at www.qolmed.com. 
 
 
   About Evoke Pharma, Inc. 
 
 
   Evoke is a specialty pharmaceutical company focused primarily on the 
development of drugs to treat GI disorders and diseases. The company 
developed, commercialized and markets GIMOTI, a nasal spray formulation 
of metoclopramide, for the relief of symptoms associated with acute and 
recurrent diabetic gastroparesis in adults. 
 
 
   Diabetic gastroparesis is a GI disorder affecting millions of patients 
worldwide, in which the stomach takes too long to empty its contents 
resulting in serious GI symptoms as well as other systemic 
complications. The gastric delay caused by gastroparesis can compromise 
absorption of orally administered medications. Prior to FDA approval to 
commercially market GIMOTI, metoclopramide was only available in oral 
and injectable formulations and remains the only drug currently approved 
in the United States to treat gastroparesis. 
 
 
   About Gimoti$(R)$  (metoclopramide) nasal spray 
 
 
   GIMOTI is indicated for the relief of symptoms in adults with acute and 
recurrent diabetic gastroparesis. Important Safety Information: 
 
 
   WARNING: TARDIVE DYSKINESIA 
 
 
   -- Metoclopramide can cause tardive dyskinesia $(TD)$, a serious movement 
 
      disorder that is often irreversible. The risk of developing TD increases 
 
      with duration of treatment and total cumulative dosage. 
 
 
 
   -- Discontinue GIMOTI in patients who develop signs or symptoms of TD. In 
 
      some patients, symptoms may lessen or resolve after metoclopramide is 
 
      stopped. 
 
 
 
   -- Avoid treatment with metoclopramide (all dosage forms and routes of 
 
      administration) for longer than 12 weeks because of the increased risk of 
 
      developing TD with longer-term use. 
 
 
   GIMOTI is not recommended for use in: 
 
 
   -- Pediatric patients due to the risk of developing tardive dyskinesia (TD) 
 
      and other extrapyramidal symptoms as well as the risk of 
 
      methemoglobinemia in neonates. 
 
 
 
   -- Moderate or severe hepatic impairment (Child-Pugh B or C), moderate or 
 
      severe renal impairment (creatinine clearance less than 60 mL/minute), 
 
      and patients concurrently using strong CYP2D6 inhibitors due to the risk 
 
      of increased drug exposure and adverse reactions. 
 
 
   GIMOTI is contraindicated: 
 
 
   -- In patients with a history of tardive dyskinesia (TD) or a dystonic 
 
      reaction to metoclopramide. 
 
 
 
   -- When stimulation of gastrointestinal motility might be dangerous (e.g., 
 
      in the presence of gastrointestinal hemorrhage mechanical obstruction, or 
 
      perforation). 
 
 
 
   -- In patients with pheochromocytoma or other catecholamine-releasing 
 
      paragangliomas. Metoclopramide may cause a hypertensive/pheochromocytoma 
 
      crisis, probably due to release of catecholamines from the tumor. 
 
 
 
   -- In patients with epilepsy. Metoclopramide may increase the frequency and 
 
      severity of seizures. 
 
 
 
   -- In patients with hypersensitivity to metoclopramide. Reactions have 
 
      included laryngeal and glossal angioedema and bronchospasm. 
 
 
   Potential adverse reactions associated with metoclopramide include: 
Tardive dyskinesia (TD), other extrapyramidal effects (EPS), 
parkinsonism symptoms, motor restlessness, neuroleptic malignant 
syndrome $(NMS)$, depression, suicidal ideation and suicide, hypertension, 
fluid retention, hyperprolactinemia, effects on the ability to drive and 
operate machinery. Most common adverse reactions (>=5%) for GIMOTI are: 
dysgeusia, headache, and fatigue. These are not all of the possible side 
effects of GIMOTI. Call your doctor for medical advice about whether you 
should take GIMOTI and the possible risk factors and side effects. You 
are encouraged to report negative side effects of prescription drugs to 
the FDA. 
 
 
   Visit www.fda.gov/medwatch or call 1-800-FDA-1088. 
 
 
   Forward-Looking Statements 
 
 
   Evoke, QOL Medical and Merger Sub caution you that statements included 
in this press release that are not a description of historical facts are 
forward-looking statements. In some cases, you can identify 
forward-looking statements by terms such as "may," "will," "should," 
"expect," "plan," "anticipate," "could," "intend," "target," "project," 
"contemplates," "believes," "estimates," "predicts," "potential" or 
"continue" or the negatives of these terms or other similar 
expressions.  The forward-looking statements are based on the parties' 
current beliefs and expectations and include, but are not limited to: 
statements regarding the payment and timing of payment of the Offer 
Price to former Evoke stockholders and the ability and timing of 
delisting and deregistration of the Shares.  The inclusion of 
forward-looking statements should not be regarded as a representation by 
Evoke, QOL Medical or Merger Sub that any of their respective plans will 
be achieved. Actual results may differ from those set forth in this 
press release due to the risks and uncertainties inherent in Evoke's and 
QOL Medical's businesses and the transactions, including, without 
limitation: that the timing of the payment or delisting or 
deregistration may be delayed; and other risks and uncertainties 
pertaining to Evoke's business, including the risks and uncertainties 
detailed in Evoke's prior press releases and in the periodic reports it 
files with the SEC, as well as the tender offer materials filed by QOL 
Medical and Merger Sub and the Solicitation/Recommendation Statement 
filed by Evoke in connection with the tender offer. 
 
 
   You are cautioned not to place undue reliance on these forward-looking 
statements, which speak only as of the date hereof. All forward-looking 
statements are qualified in their entirety by this cautionary statement 
and none of Evoke, QOL Medical or Merger Sub undertake any obligation to 
revise or update these statements to reflect events or circumstances 
after the date hereof, except as required by law.  This caution is made 
under the safe harbor provisions of the Private Securities Litigation 
Reform Act of 1995. 
 
   Investor & Media Contact for QOL Medical: 
 
   Chelsea King 
 
   QOL Medical, LLC 
 
   Tel: 866-469-3773 x1091 
 
 
   cking@qolmed.com 
 
 
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multimedia:https://www.prnewswire.com/news-releases/evoke-pharma-and-qol-medical-announce-expiration-of-tender-offer-302644883.html 
 
 
 
   SOURCE QOL Medical, LLC 
 
 
 
 
 
 

(END) Dow Jones Newswires

December 17, 2025 10:51 ET (15:51 GMT)

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