EVOKE PHARMA, INC. (NASDAQ:EVOK) Files An 8-K Other Events

Item8.01

On February16, 2017, Evoke Pharma, Inc. (the Company) entered
into an underwriting agreement (the Underwriting Agreement) with
Laidlaw Company (UK) Ltd. ( the Underwriter), relating to the
issuance and sale of 2,413,793 shares of the Companys common
stock, par value $0.0001 per share (the Common Stock). The price
to the public in this offering is $2.90 per share. The
Underwriter has agreed to purchase the shares from the Company to
the Underwriting Agreement at a price of $2.697 per share. The
net proceeds to the Company from the offering are expected to be
approximately $6.2 million, after deducting underwriting
discounts and commissions and estimated offering expenses payable
by the Company. The offering is expected to close on or about
February22, 2017, subject to customary closing conditions. In
addition, under the terms of the Underwriting Agreement, the
Company has granted the Underwriters a 45-day option to purchase
up to 362,068 additional shares of Common Stock.

The offering is being made to the Companys effective registration
statement on Form S-3 (Registration Statement No.333-200176)
previously filed with and declared effective by the Securities
and Exchange Commission (the SEC) and a prospectus supplement and
accompanying prospectus filed with the SEC.

The Underwriting Agreement contains customary representations,
warranties and agreements by the Company, customary conditions to
closing, indemnification obligations of the Company and the
Underwriter, including for liabilities under the Securities Act
of 1933, as amended, other obligations of the parties and
termination provisions. The representations, warranties and
covenants contained in the Underwriting Agreement were made only
for purposes of such agreement and as of specific dates, were
solely for the benefit of the parties to such agreement, and may
be subject to limitations agreed upon by the contracting parties.

The foregoing description of the Underwriting Agreement is not
complete and is qualified in its entirety by reference to the
full text of the Underwriting Agreement, a copy of which is filed
as Exhibit 1.1 to this report and is incorporated by reference
herein. A copy of the opinion of Latham Watkins LLP relating to
the legality of the issuance and sale of Common Stock in the
offering is attached as Exhibit 5.1 to this report.

On February15, 2017, the Company issued a press release
announcing the proposed offering, and on February16, 2017, the
Company issued a press release announcing the pricing of the
offering. Copies of the press releases are attached hereto as
Exhibits 99.1 and 99.2, respectively, to this report.

Forward-Looking Statements

The Company cautions you that statements included in this Current
Report on Form 8-K 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 Companys current
beliefs and expectations. Such forward-looking statements
include, among other things, references to the completion of the
offering and the expected net proceeds therefrom. Actual results
could differ from those projected in any forward-looking
statements due to numerous factors. Such factors include, among
others, the risk and uncertainties associated with market
conditions and the satisfaction of customary closing conditions
relating to the offering, as well as risks and uncertainties in
the Companys business, including those risks described in the
Companys periodic reports it files with the SEC. You are
cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof, and the
Company undertakes no obligation to revise or update this report
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.

(d)Exhibits.

About EVOKE PHARMA, INC. (NASDAQ:EVOK)

Evoke Pharma, Inc. is a specialty pharmaceutical company. The Company is focused primarily on the development of drugs to treat gastrointestinal (GI) disorders and diseases. The Company is developing EVK-001, a metoclopramide nasal spray for the relief of symptoms associated with acute and recurrent diabetic gastroparesis in women. EVK-001 is a formulation of Metoclopramide drug, designed to provide systemic delivery of metoclopramide through intranasal administration. The Company has evaluated EVK-001 in a multicenter, randomized, double-blind, placebo-controlled parallel group, dose-ranging Phase IIb clinical trial. The Company has commenced a Phase III clinical trial of EVK-001 in female patients with symptoms associated with acute and recurrent diabetic gastroparesis. The Phase III clinical trial is a multicenter, randomized, double-blind, placebo-controlled, parallel-group study evaluating the efficacy, safety and population pharmacokinetics of EVK-001 in adult females.

EVOKE PHARMA, INC. (NASDAQ:EVOK) Recent Trading Information

EVOKE PHARMA, INC. (NASDAQ:EVOK) closed its last trading session down -0.41 at 2.99 with 3,134,805 shares trading hands.