SEC Form SC 13G filed by Evoke Pharma Inc.
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Evoke Pharma, Inc.
(Name of Issuer)
Common Shares
(Title of Class of Securities)
30049G203
(CUSIP Number)
February 13, 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).
SCHEDULE 13G
Issuer: Evoke Pharma, Inc. CUSIP No.: 30049G203
1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Bleichroeder Holdings LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER - 849,367
6 SHARED VOTING POWER - 0
7 SOLE DISPOSITIVE POWER - 849,367
8 SHARED DISPOSITIVE POWER - 0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
849,367
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
N/A
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9:
9.99%
12 TYPE OF REPORTING PERSON
HC
SCHEDULE 13G
Issuer: Evoke Pharma, Inc. CUSIP No.: 30049G203
1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Bleichroeder LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER - 849,367
6 SHARED VOTING POWER - 0
7 SOLE DISPOSITIVE POWER - 849,367
8 SHARED DISPOSITIVE POWER - 0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
849,367
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
N/A
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9:
9.99%
12 TYPE OF REPORTING PERSON
IA
SCHEDULE 13G
Issuer: Evoke Pharma, Inc. CUSIP No.: 30049G203
ITEM 1
(a) Name of Issuer:
Evoke Pharma, Inc.
(b) Address of Issuer's Principal Executive Offices:
420 Stevens Avenue, Suite 370
Solana Beach, California 92075
ITEM 2
(a) Name of Person Filing:
Bleichroeder Holdings LLC
Bleichroeder LP
(b) Address of Principal Business Office:
1345 Avenue of the Americas, 47th Floor
New York, NY 10105
(c) Citizenship:
Delaware, USA
(d) Title of Class of Securities:
Common Shares
(e) CUSIP No.:
30049G203
ITEM 3
If this statement is filed pursuant to Sections 240. 13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:
| (a) | ☐ | Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o); |
| (b) | ☐ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | ☐ | Insurance Company as defined in section 3(a)(19) of the Act (15 U.S.C. 78C); |
| (d) | ☐ | Investment company registered under Section 8 of the Investment Company Act if 1940 (15 U.S.C. 80a-8); |
| (e) | ☑ | An investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E); |
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F); |
| (g) | ☑ | A parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G); |
| (h) | ☐ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) | ☐ | A church plan that is excluded from the definition of an insurance company under Section 3 (c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | ☐ | Group, in accordance with section 240.13d-1 (b)(1)(ii)(J). |
SCHEDULE 13G
Issuer: Evoke Pharma, Inc. CUSIP No.: 30049G203
ITEM 4. Ownership.
See cover page.
ITEM 5. Ownership of Five Percent or Less of a Class.
N/A
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Bleichroeder LP ("Bleichroeder"), an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, is deemed to be the beneficial owner of 849,367 shares, or 9.99%, of the common stock ("Common Stock") believed to be outstanding. The 849,367 shares include 825,000 shares of Common Stock and 24,367 shares of Common Stock issuable upon exercise of warrants. In accordance with the Warrant Agreements, exercise of the warrants are subject to a Beneficial Ownership Limitation (as defined in the agreements) of 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise. If there was no 9.99% limit on the exercise of warrants, Bleichroeder would be deemed to be the beneficial owner of 825,000 shares of Common Stock and 5,057,352 shares of Common Stock issuable upon exercise of the Warrants, representing 43.46% of the outstanding shares of Common Stock. The Denise and Michael Kellen Foundation, a charitable foundation for which Bleichroeder acts as investment adviser, holds the 825,000 shares, or 9.73% of Common Stock believed to be outstanding. The Denise and Michael Kellen Foundation also holds the 24,367 exercisable warrants of Evoke Pharma, Inc. The Denise and Michael Kellen Foundation holds the additional warrants above the 9.99% limit, which would make The Denise and Michael Kellen Foundation's total beneficial ownership 5,882,352 shares, or 43.46%, if there was no 9.99% limit. Clients of Bleichroeder have the right to receive and the ultimate power to direct the receipt of dividends from, or the proceeds of the sale of, such securities.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON.
N/A
ITEM 8. Identification and Classification of Members of the Group.
N/A
ITEM 9. Notice of Dissolution of Group
N/A
SCHEDULE 13G
Issuer: Evoke Pharma, Inc. CUSIP No.: 30049G203
ITEM 10. Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and held in the ordinary course of business and 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 such 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 Section 240.14a-11.
SIGNATURE
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.
| Date: | March 11, 2024 |
BLEICHROEDER LP
| Signature: | /s/ Michael M. Kellen |
| Name/Title: | Michael M. Kellen, Chairman And CO-CEO |
BLEICHROEDER HOLDINGS LLC
| Signature: | /s/ Michael M. Kellen |
| Name/Title: | Michael M. Kellen, Chairman And CO-CEO |
Exhibit 99.1
AGREEMENT OF THE REPORTING PERSONS
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 filing agreements. 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 it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that such person or entity knows or has reason to believe that such information is inaccurate. This agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.
| Dated: | March 11, 2024 |
BLEICHROEDER LP
| Signature: | /s/ Michael M. Kellen |
| Name/Title: | Michael M. Kellen, Chairman And CO-CEO |
BLEICHROEDER HOLDINGS LLC
| Signature: | /s/ Michael M. Kellen |
| Name/Title: | Michael M. Kellen, Chairman And CO-CEO |
Exhibit 99.2
The identity and the Item 3 classification of the relevant subsidiary is: Bleichroeder LP, which is an Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E).