The information in this prospectus is not complete and may be changed. These
securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction
where the offer or sale is not permitted.
Subject to Completion, dated November 14, 2017.
PROSPECTUS
$16,000,000
Common Stock
We have entered
into an At Market Issuance Sales Agreement, or sales agreement, with B. Riley FBR, Inc. (as successor by merger to FBR Capital Markets & Co.), or B. Riley FBR, dated April 15, 2016, as amended, relating to the sale of shares of our
common stock offered by this prospectus. In accordance with the terms of the sales agreement, under this prospectus we may offer and sell shares of our common stock, $0.0001 par value per share, having an aggregate offering price of up to
$16.0 million from time to time through FBR, acting as agent.
Sales of our common stock, if any, under this prospectus will be made
by any method permitted that is deemed an at the market offering as defined in Rule 415 under the Securities Act of 1933, as amended, or the Securities Act. B. Riley FBR is not required to sell any specific amount, but will act as our
sales agent using commercially reasonable efforts consistent with its normal trading and sales practices. There is no arrangement for funds to be received in any escrow, trust or similar arrangement.
B. Riley FBR will be entitled to compensation at a commission rate equal to up to 3% of the gross sales price per share sold. In connection
with the sale of the common stock on our behalf, B. Riley FBR may be deemed to be an underwriter within the meaning of the Securities Act and the compensation of B. Riley FBR may be deemed to be underwriting commissions or discounts. We
have also agreed to provide indemnification and contribution to B. Riley FBR with respect to certain liabilities, including liabilities under the Securities Act.
INVESTING IN
OUR SECURITIES INVOLVES RISKS. SEE THE
RISK FACTORS
ON PAGE 6 OF THIS PROSPECTUS CONCERNING FACTORS YOU SHOULD CONSIDER BEFORE INVESTING IN OUR SECURITIES.
Our common stock is listed on The Nasdaq Capital Market under the symbol EVOK. On November 13, 2017, the last reported sale
price of our common stock on The Nasdaq Capital Market was $2.82 per share.
As of November 13, 2017, the aggregate market value of our
outstanding common stock held by
non-affiliates,
or public float, was approximately $49.9 million based on 12,858,418 shares of outstanding common stock held by
non-affiliates
and at a price of $3.88 per share, which was the last reported sale price of our common stock on The Nasdaq Capital Market on October 11, 2017. We have not offered any securities pursuant
to General Instruction I.B.6 of Form
S-3
during the prior 12 calendar month period that ends on and includes the date of this prospectus. Pursuant to General Instruction I.B.6 of Form
S-3,
in no event will we sell securities in a public primary offering using shelf registration statements, including under this prospectus, with a value exceeding more than
one-third
of our public float in any
12-month
period so long as our public float remains below $75.0 million.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
passed upon the adequacy or accuracy of this prospectus or the accompanying base prospectus. Any representation to the contrary is a criminal offense.
B. Riley FBR
The date of this prospectus is
, 2017.