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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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EVOKE PHARMA, INC. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
30049G203 (CUSIP Number) |
Taki Vasilakis 130 Main St. 2nd Floor, New Canaan, CT, 06840 (203) 308-4440 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/03/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 30049G203 |
| 1 |
Name of reporting person
Nantahala Capital Management, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
MASSACHUSETTS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
254,639.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
15.99 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA, OO |
SCHEDULE 13D
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| CUSIP No. | 30049G203 |
| 1 |
Name of reporting person
Wilmot B. Harkey | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
254,639.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
15.99 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, HC |
SCHEDULE 13D
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| CUSIP No. | 30049G203 |
| 1 |
Name of reporting person
Daniel Mack | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
254,639.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
15.99 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, HC |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
EVOKE PHARMA, INC. | |
| (c) | Address of Issuer's Principal Executive Offices:
420 Stevens Avenue, Suite 230, Solana Beach,
CALIFORNIA
, 92075. | |
Item 1 Comment:
This Amendment No. 3 ("Amendment No. 3") amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on behalf of Nantahala Capital Management, LLC, a Massachusetts limited liability company ("Nantahala"), Mr. Wilmot B. Harkey and Mr. Daniel Mack, the principals of Nantahala (collectively, the "Reporting Persons") on September 20, 2024 (the "Original Schedule 13D"), as previously amended on October 1, 2024 and November 6, 2024, relating to Common Stock, par value $0.0001 per share (the "Common Stock"), of Evoke Pharma, Inc., a Delaware corporation (the "Issuer"). Capitalized terms used but not defined in this Amendment No. 3 have the meanings set forth in the Original Schedule 13D as previously amended. Except as specifically provided herein, this Amendment No. 3 does not modify any of the information reported in the Original Schedule 13D as previously amended. | ||
| Item 4. | Purpose of Transaction | |
Item 4 is hereby supplemented by the addition of the following disclosure:
The Reporting Persons have begun discussions with the Issuer regarding the selection of a second designee to the Issuer's board of directors pursuant to the September 2024 Letter Agreement. Upon appointment of the Reporting Persons' designee to the Issuer's board of directors, the Issuer will be required to disclose certain information concerning the designee in a Current Report filed with the SEC on Form 8-K. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The aggregate percentage of Common Stock beneficially owned by the Reporting Persons is based upon 1,592,495 shares of Common Stock outstanding as of November 5, 2024, which includes 1,486,009 shares of Common Stock outstanding (as disclosed by the Issuer in its Quarterly Report on Form 10-Q filed with the SEC on November 7, 2024) and 106,486 shares of Common Stock for which the Warrants may be exercised as of the date hereof (giving effect to the Beneficial Ownership Limit), which are deemed outstanding pursuant to Rule 13d-3(d)(1)(i).
Nantahala, as the investment adviser of the Nantahala Investors, may be deemed to beneficially own 254,639 shares of Common Stock, which includes 148,194 shares of Common Stock held by the Nantahala Investors and a further 106,486 shares of Common Stock issuable upon exercise of the Warrants (giving effect to the Beneficial Ownership Limitation), or approximately 15.99% of the outstanding shares of Common Stock. Each of Mr. Harkey and Mr. Mack, as principals of Nantahala, may also be deemed to beneficially own the same shares of Common Stock. | |
| (b) | Nantahala, Mr. Harkey and Mr. Mack have the shared power to vote and dispose of the Common Stock reported in this Schedule 13D. | |
| (c) | In the past 60 days, neither the Reporting Persons nor the Other Officers have made any transactions in the shares of Common Stock, except as reported on Form 4. | |
| (d) | The Nantahala Investors hold the shares of Common Stock reported herein or have the right to acquire the shares of Common Stock reported herein based on holding the Warrants. No person other than the Nantahala Investors is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Common Stock reported herein, which, in the case of Blackwell Partners LLC - Series A, relates to more than 5% of the outstanding shares of Common Stock. | |
| (e) | Not applicable. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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