Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
|
Evoke Pharma Inc (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
30049G302 (CUSIP Number) |
Roger M. Klein c/o Choate Hall & Stewart LLP, Two International Place Boston, MA, 02110 617-248-4000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
11/04/2025 (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
|
| CUSIP No. | 30049G302 |
| 1 |
Name of reporting person
Klein Roger M. | ||||||||
| 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)
PF | ||||||||
| 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
163,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
10.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Note to Rows 7 and 9: This amount includes 129,000 shares owned of record by the Charitable Trust (as defined herein) and 34,000 shares held by Mr. Klein through his individual retirement account. Note to Row 13: Based upon 1,558,465 shares outstanding as of August 1, 2025 (according to the information contained in the Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, filed with the Securities and Exchange Commission on August 14, 2025).
SCHEDULE 13D
|
| CUSIP No. | 30049G302 |
| 1 |
Name of reporting person
Krieger Charitable Trust | ||||||||
| 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)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NEW JERSEY
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
129,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Note to Rows 8 and 10: Mr. Klein, as the sole trustee of the Charitable Trust, has sole dispositive and voting power over the shares owned by the Charitable Trust. Note to Row 13: Based upon 1,558,465 shares outstanding as of August 1, 2025 (according to the information contained in the Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, filed with the Securities and Exchange Commission on August 14, 2025).
SCHEDULE 13D
|
| 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 2. | Identity and Background |
| (a) | Roger M. Klein |
| (b) | c/o Choate, Hall & Stewart LLP Two International Place Boston, MA 02110 |
| (c) | Business affairs. |
| (d) | No. |
| (e) | No. |
| (f) | USA |
| Item 3. | Source and Amount of Funds or Other Consideration |
The securities of the Issuer were acquired using cash on hand of the Reporting Persons. | |
| Item 4. | Purpose of Transaction |
On November 4, 2025, Mr. Klein acquired, or in his capacity as trustee caused the Krieger Charitable Trust (the "Charitable Trust") to acquire, all 163,000 shares of Common Stock of the Issuer currently owned by the Reporting Persons (the "Klein Shares"). This acquisition came after the Issuer announced in a Current Report on Form 8-K (the "Merger 8-K") filed with the U.S. Securities and Exchange Commission on November 4, 2025, that on November 3, 2025, the Issuer entered into an Agreement and Plan of Merger (the "Merger") with QOL Medical, LLC, a Delaware limited liability company ("Parent"), and certain of its affiliates (together with Parent, "QOL"), pursuant to which QOL will commence a tender offer (the "Offer") to acquire all of the outstanding shares of Common Stock for $11.00 in cash per share, subject to any applicable withholding taxes and without interest thereon (the "Offer Price"). Mr. Klein is not affiliated with QOL, did not have any access to insider or non-public information, and acquired, or caused to be acquired, the Klein Shares pursuant to his personal investment strategy and the Charitable Trust's investment strategy. The Reporting Persons do not seek to take an active role in the Merger, have no present activist intent with respect to the Merger and did not intend to acquire a notable block of the Issuer's outstanding Common Stock. Mr. Klein intends to sell (or cause to be sold) a small number of the Klein Shares, on November 6, 2025 to reduce his beneficial ownership of the Issuer below 10%. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The aggregate percentage of Common Stock beneficially owned by the Reporting Persons is based upon 1,558,465 shares outstanding as of August 1, 2025 (according to the information contained in the Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, filed with the Securities and Exchange Commission on August 14, 2025). As of the close of business on November 4, 2025, the Reporting Persons beneficially owned approximately 10.5% of the outstanding Common Stock of the Issuer, totaling 163,000 shares. |
| (b) | See Rows 7, 8, 9 and 10 of the cover pages, which are herein incorporated by reference. The Charitable Trust is an irrevocable trust governed under the laws of the State of New Jersey, the sole beneficiaries of which are charitable, religious, scientific, literary or education organizations that qualify as tax exempt under the U.S. Internal Revenue Code. The Charitable Trust's principal business is to manage its investments in furtherance of its philanthropic endeavors and to engage in charitable grantmaking. Mr. Klein is the sole trustee of the Charitable Trust and has sole dispositive and voting power over the assets of the Charitable Trust, including shares of the Issuer owned by the Charitable Trust. |
| (c) | Except as set forth below, none of the Reporting Persons has effected any transactions in the Common Stock in the past 60 days. All of the transactions were effected on the Nasdaq Stock Market in ordinary brokers' transactions. On November 4, 2025, Mr. Klein, through his investment retirement account, purchased 34,000 shares of the Issuer in multiple transactions with a weighted average price ("VWAP") of $10.754 per share. On November 4, 2025, Mr. Klein caused the Charitable Trust to purchase 129,000 shares of the Issuer with a VWAP of $10.748 per share. |
| (d) | N/A |
| (e) | N/A |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Mr. Klein is the sole trustee of the Charitable Trust and has sole dispositive and voting power over the shares owned by the Charitable Trust. |
| 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.
|
|
|
|
|