QOL Medical to acquire Evoke Pharma for $11.00 per share in cash

Evoke Pharma (EVOK) and QOL Medical entered into a definitive agreement pursuant to which QOL Medical will acquire Evoke for $11.00 per share in cash at closing. The transaction has been unanimously approved by the Boards of Directors of both companies and will be conducted via a tender offer. The transaction, expected to close by the end of 2025, reflects the strategic value of its commercial product, GIMOTI, the first and only FDA-approved nasal spray formulation of metoclopramide for the treatment of acute and recurrent diabetic gastroparesis in adults. The purchase price represents a premium of 139.7% to Evoke’s closing share price on November 3, 2025. Under the terms of the merger agreement, QOL Medical, through a subsidiary, will initiate a tender offer to acquire all outstanding shares of Evoke at a price of $11.00 per share in cash at closing. The closing of the tender offer will be subject to certain conditions, including the tender of at least a majority of the outstanding shares of Evoke at such time, and other customary closing conditions. Upon the successful completion of the tender offer, a subsidiary of QOL Medical will merge into Evoke and any remaining shares of common stock of Evoke will be cancelled and converted into the right to receive the same price per share payable in the tender offer. The transaction is not subject to a financing condition and QOL Medical intends to finance the transaction using cash on hand. The transaction is expected to close in the fourth quarter of 2025, subject to the terms of the merger agreement.