Evoke Pharma, Inc. Announces Reverse Stock Split

Rhea-AI Summary

Evoke Pharma (NASDAQ: EVOK) has announced a 1-for-12 reverse stock split of its common stock, effective August 1, 2024. This decision, approved by stockholders on May 22, 2024, aims to bring the company into compliance with Nasdaq's minimum bid price requirement. The stock will continue trading under the symbol EVOK with a new CUSIP number. Every 12 shares will be converted into one share, with no change in par value or authorized shares. Fractional shares will be paid in cash. The split will affect all outstanding stock options, warrants, and equity incentive plans proportionately. Equiniti Trust Company will act as the exchange agent for the process.

Positive

• Potential to regain compliance with Nasdaq's minimum bid price requirement
• Stockholder approval obtained for the reverse stock split
• No change in overall ownership percentage for stockholders (excluding fractional shares)

Negative

• Reduction in total number of outstanding shares
• Potential short-term stock price volatility
• Cash payments for fractional shares may result in minor investment reductions for some stockholders

Insights

Financial Analyst

Evoke Pharma's announcement of a 1-for-12 reverse stock split is a significant development that warrants careful analysis. This move is primarily aimed at regaining compliance with Nasdaq's minimum bid price requirement of $1.00 per share, which is important for maintaining the company's listing status.

The reverse split will reduce the number of outstanding shares by a factor of 12, theoretically increasing the stock price by the same factor. However, it's important to note that this doesn't change the fundamental value of the company. The market capitalization should remain roughly the same, barring any market reaction to the news.

Investors should be aware of several key points:

• The split will be effective from August 1, 2024, with trading on a split-adjusted basis beginning on the same day.
• No fractional shares will be issued; instead, affected stockholders will receive cash payments.
• All outstanding stock options, warrants and equity incentive plans will be proportionally adjusted.

While reverse splits are often viewed negatively by the market as they can signal financial distress, they can also provide benefits such as increased liquidity and potentially broader investor interest if the higher share price attracts institutional investors.

However, the effectiveness of this strategy depends on the company's underlying financial performance and market perception. If Evoke Pharma doesn't demonstrate improved fundamentals, there's a risk that the stock price could decline again, potentially leading to further compliance issues.

Investors should closely monitor the company's financial performance and any developments related to its primary product, GIMOTI® nasal spray, as these factors will likely have a more significant long-term impact on the stock price than the reverse split itself.

Legal Expert

The reverse stock split announced by Evoke Pharma raises several legal and regulatory considerations that investors should be aware of. Firstly, it's important to note that this action was properly authorized by shareholders at the company's 2024 annual meeting, demonstrating compliance with corporate governance requirements.

The primary legal implication of this move is the company's attempt to regain compliance with Nasdaq's listing requirements. To maintain its listing, Evoke Pharma must now demonstrate that its stock can trade above $1.00 for at least ten consecutive business days. Failure to do so could result in delisting proceedings, which would have significant consequences for the company and its shareholders.

From a securities law perspective, the company must ensure full and fair disclosure of all material information related to the reverse split. This includes potential risks and the impact on shareholders' positions. The announcement appears to address these requirements by providing detailed information about the mechanics of the split and its effects on various securities.

Investors should also be aware of the cash-in-lieu provision for fractional shares. While this is a standard practice in reverse splits, it effectively forces some shareholders to liquidate a portion of their holdings, which could have tax implications.

Lastly, the adjustment of outstanding stock options, warrants and equity incentive plans is a critical legal consideration. The company must ensure that these adjustments are made in accordance with the terms of each instrument and relevant securities laws to avoid potential disputes or claims from holders of these securities.

Overall, while the reverse split itself is a legally sound corporate action, its success in maintaining Nasdaq compliance and the potential for future regulatory challenges will depend on the market's reaction and the company's subsequent performance.

Market Research Analyst

Evoke Pharma's decision to implement a 1-for-12 reverse stock split is a strategic move that warrants careful market analysis. This action is primarily driven by the need to comply with Nasdaq's minimum bid price requirement, but it also has broader implications for the company's market positioning and investor perception.

From a market perspective, reverse splits often send mixed signals. While they can potentially attract institutional investors who may have been restricted from purchasing low-priced stocks, they can also be interpreted as a sign of financial distress. The market's reaction to this news will be important in determining the short-term trajectory of Evoke Pharma's stock price.

It's important to consider the broader context of the specialty pharmaceutical market, particularly in the gastrointestinal (GI) disease segment. Evoke Pharma's focus on GIMOTI® (metoclopramide) nasal spray positions it in a niche market. The success of this product and any pipeline developments will likely have a more significant impact on the company's long-term market performance than the reverse split itself.

Investors should also be aware of potential market dynamics following the split:

• Increased volatility may occur in the short term as the market adjusts to the new share structure.
• Changes in liquidity could affect trading patterns and bid-ask spreads.
• The higher nominal share price might impact options pricing and trading strategies for derivatives based on Evoke Pharma's stock.

Looking ahead, market participants will be closely watching for signs of improved financial performance and progress in Evoke Pharma's product commercialization efforts. These factors, rather than the reverse split alone, will ultimately determine the company's ability to maintain Nasdaq compliance and attract investor interest in the long run.

In conclusion, while the reverse split addresses an immediate regulatory concern, Evoke Pharma's future market performance will hinge on its ability to demonstrate growth, profitability and success in its target therapeutic areas.

SOLANA BEACH, Calif., July 30, 2024 (GLOBE NEWSWIRE) -- Evoke Pharma, Inc. (NASDAQ: EVOK), a specialty pharmaceutical company focused primarily on treatments for gastrointestinal (GI) diseases with an emphasis on GIMOTI^® (metoclopramide) nasal spray, today announced that its board of directors (Board) has approved a 1-for-12 reverse stock split of the company's common stock. The reverse stock split will become effective at 12:01 a.m. Eastern time on August 1, 2024. The company's common stock is expected to begin trading on a split-adjusted basis on The Nasdaq Capital Market under the same symbol (EVOK) when the market opens on August 1, 2024 with the new CUSIP number 30049G302.

The reverse stock split was approved by the company's stockholders at its 2024 annual meeting, held on May 22, 2024, to be effected at the Board’s discretion with a ratio within the range of not less than 1-for-2 and not more than 1-for-20. As a result of the reverse stock split, every 12 shares of the company's common stock issued and outstanding will be automatically converted into one share of common stock, with no change in the $0.0001 par value per share or authorized number of shares of common stock. No fractional shares will be issued in connection with the reverse split and stockholders who would otherwise be entitled to a fractional share of common stock will instead be entitled to receive a proportional cash payment.

The reverse stock split is primarily intended to bring the company into compliance with Nasdaq’s minimum bid price requirement. To regain compliance, the bid price of the company’s common stock must close at $1.00 per share or more for a minimum of ten consecutive business days.

All outstanding stock options, warrants, and equity incentive plans will be proportionately affected. The exercise prices of the outstanding stock options, warrants, and equity incentive plans will be adjusted in accordance with their respective terms. The reverse stock split will affect all stockholders uniformly and will not affect any stockholder's ownership percentage of the company's shares other than rounding down any fractional shares, which shall be paid cash in lieu of such fractional shares.

Equiniti Trust Company, LLC (“Equiniti”), the company's transfer agent, will act as the exchange agent for the reverse stock split. Equiniti will provide instructions to any stockholders with physical certificates regarding the process for exchanging their certificates for split-adjusted shares into “book-entry form” and receiving cash in lieu of fractional shares, if any. Those stockholders with common stock in “street name” will receive instructions from their brokers.

About Evoke Pharma, Inc.

Evoke is a specialty pharmaceutical company focused primarily on the development of drugs to treat GI disorders and diseases. The company developed, commercialized and markets GIMOTI, a nasal spray formulation of metoclopramide, for the relief of symptoms associated with acute and recurrent diabetic gastroparesis in adults.

Diabetic gastroparesis is a GI disorder affecting millions of patients worldwide, in which the stomach takes too long to empty its contents resulting in serious GI symptoms as well as other systemic complications. The gastric delay caused by gastroparesis can compromise absorption of orally administered medications. Prior to FDA approval to commercially market GIMOTI, metoclopramide was only available in oral and injectable formulations and remains the only drug currently approved in the United States to treat gastroparesis.

Safe Harbor Statement

Evoke cautions you that statements included in this press release that are not a description of historical facts are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negatives of these terms or other similar expressions. These statements are based on the company’s current beliefs and expectations. These forward-looking statements include statements regarding: the timing of the reverse stock split and Evoke’s ability to regain compliance with the Nasdaq minimum bid price requirement. The inclusion of forward-looking statements should not be regarded as a representation by Evoke that any of its plans will be achieved. Actual results may differ from those set forth in this press release due to the risks and uncertainties inherent in Evoke’s business, including, without limitation: Evoke’s ability to regain compliance with the minimum bid price requirement and maintain its listing on Nasdaq; the trading price of Evoke’s common stock may be volatile; Evoke may not be able to achieve increased revenues for 2024; Evoke’s and EVERSANA’s ability to successfully drive market demand for GIMOTI; Evoke may not be able to maintain compliance with Nasdaq’s minimum stockholders’ equity requirement which may result in the Evoke’s common stock being delisted from Nasdaq; Evoke’s ability to obtain additional financing as needed to support its operations; Evoke may use its capital resources sooner than expected; warrant holders may choose not to exercise any of the outstanding warrants; Evoke’s dependence on third parties for the manufacture of GIMOTI; Evoke is entirely dependent on the success of GIMOTI; inadequate efficacy or unexpected adverse side effects relating to GIMOTI that could result in recalls or product liability claims; Evoke’s ability to maintain intellectual property protection for GIMOTI; and other risks and uncertainties detailed in Evoke’s prior press releases and in the periodic reports it files with the Securities and Exchange Commission. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof, and Evoke undertakes no obligation to revise or update this press release to reflect events or circumstances after the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement. This caution is made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.

Investors & Media Contact:

Daniel Kontoh-Boateng
DKB Partners
Tel: 862-213-1398
dboateng@dkbpartners.net

FAQ

What is the reverse stock split ratio for Evoke Pharma (EVOK)?

Evoke Pharma (EVOK) has announced a 1-for-12 reverse stock split, effective August 1, 2024.

When will Evoke Pharma's (EVOK) reverse stock split take effect?

The reverse stock split for Evoke Pharma (EVOK) will become effective at 12:01 a.m. Eastern time on August 1, 2024.

Why is Evoke Pharma (EVOK) implementing a reverse stock split?

Evoke Pharma (EVOK) is implementing the reverse stock split primarily to bring the company into compliance with Nasdaq's minimum bid price requirement.

Will Evoke Pharma's (EVOK) stock symbol change after the reverse split?

No, Evoke Pharma's stock will continue trading under the same symbol (EVOK) on The Nasdaq Capital Market after the reverse split.