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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON , DC 20549 Form 10 - K ( Mark One ) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31 , 2020 or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number : 001-36075 ☐ Evoke Pharma , Inc. ( Exact Name of Registrant as Specified in its Charter ) Delaware ( State or Other Jurisdiction of Incorporation or Organization ) 420 Stevens Avenue , Suite 370 Solana Beach , California ( Address of Principal Executive Offices ) 858-345-1494 ( Registrant's Telephone Number , Including Area Code ) Securities registered pursuant to Section 12 ( b ) of the Act : Trading Symbol ( s ) EVOK Title of Each Class Common Stock , par value $ 0.0001 per share Securities registered pursuant to Section 12 ( g ) of the Act : None 20-8447886 ( I.R.S. Employer Identification No. ) Name of Each Exchange on Which Registered The Nasdaq Capital Market 92075 ( Zip Code ) Indicate by check mark if the registrant is a well - known seasoned issuer , as defined in Rule 405 of the Securities Act . Yes No × Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15 ( d ) of the Act . Yes No Indicate by check mark whether the registrant : ( 1 ) has filed all reports required to be filed by Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 during the preceding 12 months ( or for such shorter period that the registrant was required to file such reports ) , and ( 2 ) has been subject to such filing requirements for the past 90 days . Yes No X Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S - T ( §232.405 of this chapter ) during the preceding 12 months ( or for such shorter period that the registrant was required to submit such files ) . Yes No Indicate by check mark whether the registrant is a large accelerated filer , an accelerated filer , a non - accelerated filer , a smaller reporting company or an emerging growth company . See the definitions of “ large accelerated filer , ” “ accelerated filer , ” “ smaller reporting company ” and “ emerging growth company " in Rule 12b - 2 of the Exchange Act . Large accelerated filer Non - accelerated filer Accelerated filer Smaller reporting company ☐ Emerging growth company If an emerging growth company , indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 ( a ) of the Exchange Act . Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404 ( b ) of the Sarbanes Oxley Act ( 15 U.S.C. 7262 ( b ) ) by the registered public accounting firm that prepared or issued its audit report . Indicate by check mark whether the registrant is a shell company ( as defined in Rule 12b - 2 of the Exchange Act ) . Yes No X The aggregate market value of the registrant's common stock held by non - affiliates of the registrant as of the last business day of the registrant's most recently completed second fiscal quarter was approximately $ 88.6 million , based on the closing price of the registrant's common stock on the Nasdaq Capital Market of $ 3.54 per share . The number of outstanding shares of the registrant's common stock , par value $ 0.0001 per share , as of February 28 , 2021 was 32,371,954 . DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant's definitive proxy statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A in connection with the registrant's 2021 Annual Meeting of Stockholders , which will be filed subsequent to the date hereof , are incorporated by reference into Part III of this Form 10 K. Such proxy statement will be filed with the Securities and Exchange Commission not later than 120 days following the end of the registrant's fiscal year ended December 31 , 2020 .