Form SC 13G - Statement of acquisition of beneficial ownership by individuals
February 20 2024 - 4:38PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No.)*
EVOKE
PHARMA, INC. |
(Name of
Issuer) |
|
Common
Stock, par value $0.0001 per share |
(Title
of Class of Securities) |
|
30049G203 |
(CUSIP
Number) |
|
February
9, 2024 |
(Date of
Event Which Requires Filing of this Statement) |
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
|
☐ |
Rule
13d-1(b) |
|
|
|
|
☒ |
Rule
13d-1(c) |
|
|
|
|
☐ |
Rule
13d-1(d) |
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover
page.
The
information required in 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).
1 |
NAME
OF REPORTING PERSONS
Altium Capital Management, LP
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY) EIN: 82-2066653 |
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
☐
(b)
☐ |
3 |
SEC
USE ONLY |
|
4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware,
United States of America |
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH: |
5 |
SOLE
VOTING
0 |
|
6 |
SHARED
VOTING POWER
822,986
shares of Common Stock
1,013,235
shares of Common Stock issuable up conversion of Pre-Funded Warrants(1)
1,838,235
Shares of Common Stock issuable upon exercise of Series A Warrants(1)
1,838,235
Shares of Common Stock issuable upon exercise of Series B Warrants(1)
1,838,235
Shares of Common Stock Issuable upon exercise of Series C Warrants(1) |
|
7 |
SOLE
DISPOSITIVE POWER
0 |
|
8 |
SHARED
DISPOSITIVE POWER
822,986
shares of Common Stock
1,013,235
shares of Common Stock issuable up conversion of Pre-Funded Warrants(1)
1,838,235
Shares of Common Stock issuable upon exercise of Series A Warrants(1)
1,838,235
Shares of Common Stock issuable upon exercise of Series B Warrants(1)
1,838,235
Shares of Common Stock Issuable upon exercise of Series C Warrants(1) |
|
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
822,986
shares of Common Stock
1,013,235
shares of Common Stock issuable up conversion of Pre-Funded Warrants(1)
1,838,235
Shares of Common Stock issuable upon exercise of Series A Warrants(1)
1,838,235
Shares of Common Stock issuable upon exercise of Series B Warrants(1)
1,838,235
Shares of Common Stock Issuable upon exercise of Series C Warrants(1) |
|
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES |
☐ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.7%(2) |
|
12 |
TYPE
OF REPORTING PERSON
IA,
PN |
|
|
|
|
|
|
| (1) | As
more fully described in Item 4, the Pre-Funds Warrants, Series A Warrants, Series B Warrants, and Series C Warrants (collectively the
“Warrants”) are each subject to a 4.99% blocker (the “Warrant Blockers”). However, as more fully described in
Item 4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon full conversion
and exercise of such Warrants and does not give effect to the Warrant Blockers. Therefore, the actual number of shares of Common Stock
beneficially owned by each such Reporting Person, after giving effect to such Warrant Blockers, is less than the number of securities
reported in rows (6), (8) and (9). |
| (2) | Based
on 8,477,801 shares of Common Stock outstanding as of February 9, 2024, as set forth in the Issuer’s Form 424(b)(4), filed with
the Securities and Exchange Commission on February 9, 2024. |
1 |
NAME
OF REPORTING PERSONS
Altium Growth Fund, LP
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY) EIN: 82-2105101 |
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
☐
(b)
☐ |
3 |
SEC
USE ONLY |
|
4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware,
United States of America |
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH: |
5 |
SOLE
VOTING
0 |
|
6 |
SHARED
VOTING POWER
822,986
shares of Common Stock
1,013,235
shares of Common Stock issuable up conversion of Pre-Funded Warrants(1)
1,838,235
Shares of Common Stock issuable upon exercise of Series A Warrants(1)
1,838,235
Shares of Common Stock issuable upon exercise of Series B Warrants(1)
1,838,235
Shares of Common Stock Issuable upon exercise of Series C Warrants(1) |
|
7 |
SOLE
DISPOSITIVE POWER
0 |
|
8 |
SHARED
DISPOSITIVE POWER
822,986
shares of Common Stock
1,013,235
shares of Common Stock issuable up conversion of Pre-Funded Warrants(1)
1,838,235
Shares of Common Stock issuable upon exercise of Series A Warrants(1)
1,838,235
Shares of Common Stock issuable upon exercise of Series B Warrants(1)
1,838,235
Shares of Common Stock Issuable upon exercise of Series C Warrants(1) |
|
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
822,986
shares of Common Stock
1,013,235
shares of Common Stock issuable up conversion of Pre-Funded Warrants(1)
1,838,235
Shares of Common Stock issuable upon exercise of Series A Warrants(1)
1,838,235
Shares of Common Stock issuable upon exercise of Series B Warrants(1)
1,838,235
Shares of Common Stock Issuable upon exercise of Series C Warrants(1) |
|
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES |
☐ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.7%(2) |
|
12 |
TYPE
OF REPORTING PERSON
PN |
|
|
|
|
|
|
| (1) | As
more fully described in Item 4, the Pre-Funds Warrants, Series A Warrants, Series B Warrants,
and Series C Warrants (collectively the “Warrants”) are each subject to a 4.99%
blocker (the “Warrant Blockers”). However, as more fully described in Item 4,
the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock
that would be issuable upon full conversion and exercise of such Warrants and does not give
effect to the Warrant Blockers. Therefore, the actual number of shares of Common Stock beneficially
owned by each such Reporting Person, after giving effect to such Warrant Blockers, is less
than the number of securities reported in rows (6), (8) and (9). |
| (2) | Based
on 8,477,801 shares of Common Stock outstanding as of February 9, 2024, as set forth in the Issuer’s Form 424(b)(4), filed with
the Securities and Exchange Commission on February 9, 2024. |
1 |
NAME
OF REPORTING PERSONS
Altium
Growth GP, LLC
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY) EIN: 82-2086430 |
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
☐
(b)
☐ |
3 |
SEC
USE ONLY |
|
4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware,
United States of America |
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH: |
5 |
SOLE
VOTING
0 |
|
6 |
SHARED
VOTING POWER
822,986
shares of Common Stock
1,013,235
shares of Common Stock issuable up conversion of Pre-Funded Warrants(1)
1,838,235
Shares of Common Stock issuable upon exercise of Series A Warrants(1)
1,838,235
Shares of Common Stock issuable upon exercise of Series B Warrants(1)
1,838,235
Shares of Common Stock Issuable upon exercise of Series C Warrants(1) |
|
7 |
SOLE
DISPOSITIVE POWER
0 |
|
8 |
SHARED
DISPOSITIVE POWER
822,986
shares of Common Stock
1,013,235
shares of Common Stock issuable up conversion of Pre-Funded Warrants(1)
1,838,235
Shares of Common Stock issuable upon exercise of Series A Warrants(1)
1,838,235
Shares of Common Stock issuable upon exercise of Series B Warrants(1)
1,838,235
Shares of Common Stock Issuable upon exercise of Series C Warrants(1) |
|
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
822,986
shares of Common Stock
1,013,235
shares of Common Stock issuable up conversion of Pre-Funded Warrants(1)
1,838,235
Shares of Common Stock issuable upon exercise of Series A Warrants(1)
1,838,235
Shares of Common Stock issuable upon exercise of Series B Warrants(1)
1,838,235
Shares of Common Stock Issuable upon exercise of Series C Warrants(1) |
|
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES |
☐ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.7%(2) |
|
12 |
TYPE
OF REPORTING PERSON
OO |
|
|
|
|
|
|
| (1) | As
more fully described in Item 4, the Pre-Funds Warrants, Series A Warrants, Series B Warrants, and Series C Warrants (collectively the
“Warrants”) are each subject to a 4.99% blocker (the “Warrant Blockers”). However, as more fully described in
Item 4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon full conversion
and exercise of such Warrants and does not give effect to the Warrant Blockers. Therefore, the actual number of shares of Common Stock
beneficially owned by each such Reporting Person, after giving effect to such Warrant Blockers, is less than the number of securities
reported in rows (6), (8) and (9). |
| (2) | Based
on 8,477,801 shares of Common Stock outstanding as of February 9, 2024, as set forth in the Issuer’s Form 424(b)(4), filed with
the Securities and Exchange Commission on February 9, 2024. |
Item
1(a). |
|
Name of Issuer: |
Evoke Pharma, Inc. (the “Issuer”) |
|
|
|
|
|
|
Item
1(b). |
|
Address
of Issuer’s Principal Executive Offices: |
420 Stevens Avenue, Suite 370
Solana
Beach, California 92075 |
|
|
|
|
|
|
Item
2(a). |
|
Name
of Person Filing:
This
statement is jointly filed by and on behalf of each of Altium Growth Fund, LP (the “Fund”), Altium Capital Management,
LLC, and Altium Growth GP, LLC. The Fund is the record and direct beneficial owner of the securities covered by this statement. Altium
Capital Management, LP is the investment adviser of, and may be deemed to beneficially own securities, owned by, the Fund. Altium
Growth GP, LLC is the general partner of, and may be deemed to beneficially own securities owned by, the Fund.
Each
reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such
person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered
by this statement.
Each
of the reporting persons may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for the purposes
of Section 13(d) or 13(g) of the Act. Each of the reporting persons declares that neither the filing of this statement nor anything
herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other
purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate,
or other group for the purpose of acquiring, holding, or disposing of securities of the Issuer or otherwise with respect to the Issuer
or any securities of the Issuer or (ii) a member of any group with respect to the Issuer or any securities of the Issuer. |
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Item
2(b). |
|
Address
of Principal Business Office or, if None, Residence: |
|
|
The
address of the principal business office of each of the reporting persons is
152 West 57th Street, FL 20, New York, NY 10019 |
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Item
2(c). |
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Citizenship: |
|
|
See
Item 4 on the cover page(s) hereto. |
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Item
2(d). |
|
Title
of Class of Securities: |
|
|
Common
Stock, par value $0.0001 per share (“Common Stock”) |
|
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Item
2(e). |
|
CUSIP
Number: 30049G203 |
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Item
3. |
If
This Statement is Filed Pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), Check Whether the Person Filing is a: |
|
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|
(a) |
☐ |
Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o). |
|
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(b) |
☐ |
Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c). |
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(c) |
☐ |
Insurance
company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c). |
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(d) |
☐ |
Investment
company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
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(e) |
☐ |
An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
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(f) |
☐ |
An
employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
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(g) |
☐ |
A parent
holding company or control person in accordance with §240.13d-1(b)(ii)(G); |
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(h) |
☐ |
A savings
association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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(i) |
☐ |
A church
plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C.
80a-3); |
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(j) |
☐ |
Group,
in accordance with §240.13d-1(b)(1)(ii)(J). |
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Item
4. |
Ownership. |
|
Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item
1.
The
information as of the date of the event which requires filing of this statement required by Items 4(a) – (c) is set forth in
Rows 5 – 11 of the cover page for each Reporting Person listed above and is incorporated by reference for each such Reporting
Person. The percentage set forth in Row 11 of the cover page for each Reporting Person is based on 8,477,801 shares of Common Stock
outstanding as of February 9, 2024, as set forth in the Issuer’s Form 424(b)(4), filed with the Securities and Exchange Commission
on February 9, 2024.
Pursuant
to the terms of the securities purchase agreement entered into between the Fund and the Issuer, the Fund purchased Common Stock, Pre-Funded
Warrants, Series A Warrants, Series B Warrants and Series C Warrants (the Pre-Funded Warrants and Series A, B, and C Warrants collectively
the “Warrants.”) As described above the Reporting Persons the Warrants are subject to Warrant Blockers and as a result cannot
exercise the Warrants to the extent the Reporting Persons would beneficially own, after any such exercise, more than 4.99% of the outstanding
shares of Common Stock. |
Item 5. |
Ownership
of Five Percent or Less of a Class. |
|
|
|
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following [ ] |
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Item 6. |
Ownership of More than
Five Percent on Behalf of Another Person. |
|
Not applicable |
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Item 7. |
Identification and
Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not applicable |
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Item 8. |
Identification and
Classification of Members of the Group. |
|
Not applicable |
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Item 9. |
Notice of Dissolution
of Group. |
|
Not applicable |
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Item 10. |
Certification. |
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely
in connection with a nomination under § 240.14a-11.
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.
|
Altium
Capital Management, LP |
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By: |
/s/ Jacob Gottlieb |
|
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Name: |
Jacob Gottlieb |
|
|
Title: |
CEO |
|
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Altium
Growth Fund, LP |
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By:
Altium Growth GP, LLC |
|
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Its:
General Partner |
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Signature: |
/s/
Jacob Gottlieb |
|
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Name: |
Jacob Gottlieb |
|
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Title: |
Managing Member of Altium
Growth GP, LLC |
|
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|
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Altium Growth GP, LLC |
|
|
|
|
By: |
/s/
Jacob Gottlieb |
|
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Name: |
Jacob Gottlieb |
|
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Title: |
Managing Member |
|
EXHIBIT
INDEX
EVOKE PHARMA, INC. SC 13G
Page 9 of 9
EXHIBIT
1
JOINT
ACQUISITION STATEMENT
PURSUANT
TO SECTION 240.13d-1(k)
The
undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that
all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity
of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing
of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained therein, but shall not
be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that
he, she or it knows or has reason to believe that such information is inaccurate.
|
Dated: |
February 20, 2024 |
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Altium
Capital Management, LP |
|
|
|
|
By: |
/s/ Jacob Gottlieb |
|
|
Name: |
Jacob Gottlieb |
|
|
Title: |
CEO |
|
|
|
|
|
|
Altium
Growth Fund, LP |
|
|
|
|
|
By:
Altium Growth GP, LLC |
|
|
Its:
General Partner |
|
|
|
|
|
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Signature: |
/s/
Jacob Gottlieb |
|
|
Name: |
Jacob Gottlieb |
|
|
Title: |
Managing Member of Altium
Growth GP, LLC |
|
|
|
|
|
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Altium
Growth GP, LLC |
|
|
|
|
|
By: |
/s/
Jacob Gottlieb |
|
|
Name: |
Jacob Gottlieb |
|
|
Title: |
Managing Member |
|
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