December 12, 2017
Ms. Dorrie Yale
Division of Corporation Finance
Office of Healthcare and Insurance
Securities and Exchange Commission
100 F Street N.E., Mail Stop 4546
Washington, D.C. 20549-1090
|Re:||Evoke Pharma, Inc.|
|Registration Statement on Form S-3|
|Filed November 14, 2017|
|File No. 333-221556|
Dear Ms. Yale:
We are in receipt of the Staffs letter dated November 27, 2017 with respect to the above-referenced Registration Statement (the Registration Statement). We are responding to the Staffs comments on behalf of Evoke Pharma, Inc. (the Company) as set forth below in connection with filing Amendment No. 1 to the Registration Statement (the Amended Registration Statement).
The Companys responses set forth in this letter are numbered to correspond to the numbered comments in the Staffs letter. All terms used but not defined herein have the meanings assigned to such terms in the Registration Statement. For ease of reference, we have set forth the Staffs comments and the Companys response for each item below.
Plan of Distribution, page 11
|1.||Your disclosure in this section of your sales agreement prospectus states that B. Riley FBR may effect sales to or through dealers. Please tell us whether such sales satisfy the at the market offering definition under Rule 415. If the sales method does not constitute a sales method that is deemed to be an at the market offering as defined in Rule 415 or if any material information with respect to a particular offering has been omitted, please confirm that you will file an additional prospectus supplement at the time of such sales or tell us why such additional filing would not be necessary.|
December 12, 2017
Response 1: The Company has revised page 11 of the sales agreement prospectus in response to the Staffs comment.
Any comments or questions regarding the foregoing should be directed to the undersigned at 858-523-3969. Thank you in advance for your cooperation in connection with this matter.
|Very truly yours,|
|/s/ Matthew T. Bush|
|Matthew T. Bush|
|of LATHAM & WATKINS LLP|
|cc:||Erin Jaskot, Securities and Exchange Commission|
|David Gonyer, Evoke Pharma, Inc.|
|Cheston Larson, Latham & Watkins LLP|
|Anthony Gostanian, Latham & Watkins LLP|