Evoke Pharma prices 11M shares at 68c in underwritten public offering

Evoke Pharma priced an underwritten public offering led by Nantahala Capital Management, with participation by other fundamental investors, for gross proceeds of up to $30 million, that includes initial upfront funding of approximately $7.5 million, prior to deducting underwriting discounts and commissions and estimated offering expenses. The offering is comprised of 11,029,411 shares of common stock, 11,029,411 Series A Warrants with an initial exercise price of $0.68 per share and a term of five years following the issuance date, 11,029,411 Series B Warrants with an exercise price of $0.68 per share and a term of nine months following the issuance date and 11,029,411 Series C Warrants with an exercise price of $0.68 per share and a term of five years following the issuance date, subject to early expiration as described below. The Series C Warrants may only be exercised to the extent and in proportion to a holder of the Series C Warrants exercising its Series B Warrants, and are subject to an early expiration of nine months, in proportion and only to the extent any Series C Warrants expire unexercised. The combined price per share of common stock, Series A Warrant, Series B Warrant and Series C Warrant is $0.68, totaling $7.5 million initial gross proceeds to the Company. If the Series A Warrants are exercised in full, the Company would receive an additional $7.5 million in gross proceeds. If the Series B Warrants are exercised in full, the Company would receive an additional $7.5 million in gross proceeds. If the Series C Warrants are exercised in full, the Company would receive an additional $7.5 million in gross proceeds; thus if all warrants are exercised in full the total gross proceeds to the Company including the initial upfront funding would be $30 million. Evoke intends to use the net proceeds from the public offering for working capital and general corporate purposes. Evoke may also use a portion of the net proceeds, together with its existing cash and cash equivalents, to in-license, acquire, or invest in complementary businesses, technologies, products or assets; however, Evoke has no current commitments or obligations to do so. The offering is expected to close on or about February 13, 2024, subject to satisfaction of customary closing conditions. Craig-Hallum and Laidlaw & Company Ltd. are acting as joint book-running managers for the offering.