UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 8-K/A
(Amendment No. 1)

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  March 29, 2018

 

EVOKE PHARMA, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Registrant’s telephone number, including area code: (858) 345-1494

(Former Name or Former Address, if Changed Since Last Report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒ 

 

 

 

 

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Item 1.01Entry into a Material Definitive Agreement.

 

On March 29, 2018, Evoke Pharma, Inc. (the “Company”) entered into a warrant amendment (the “Warrant Amendment”) with each of the holders (the “Holders”) of the Company’s outstanding warrants to purchase common stock issued on July 25, 2016 and August 3, 2016 (the “Warrants”).  Pursuant to the Warrant Amendment, among other things, the Holders’ right to require the Company to purchase the outstanding Warrants upon the occurrence of certain fundamental transactions will not apply if the fundamental transaction is a result of a transaction that has not been approved by the Company’s board of directors; provided that in such event the Holders shall be entitled to receive the same type or form of consideration (at the Black Scholes value) of the unexercised portion of the Warrant that is being offered to holders of the Company’s common stock in connection with such a fundamental transaction.  As of the date of this Current Report, the Company believes it is in compliance with Nasdaq’s minimum stockholder’s equity requirement under Nasdaq Listing Rule 5550(b) as the Warrants will now be equity-classified and will no longer be accounted for as a liability on the Company’s balance sheet.

 

This Warrant Amendment supersedes the amendment to the Warrants, dated March 22, 2018, previously filed by the Company.

 

The foregoing summary of the Warrant Amendments is subject to, and qualified in its entirety by reference to, the form of Warrant Amendment, which is attached hereto as Exhibit 4.1, and is incorporated herein by reference.

 

Item 9.01Financial Statements and Exhibits

 

 

 

 

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.