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( 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 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington , D.C. 20549 FORM 10 - K Delaware ( State or other jurisdiction of incorporation or organization ) Title of each class Common stock , par value $ 0.001 per share Large accelerated filer Non - accelerated filer Commission file number 001-36591 Otonomy , Inc. ( Exact name of registrant as specified in its charter ) X n 4796 Executive Drive San Diego , California 92121 ( Address of principal executive offices and Zip Code ) ( 619 ) 323-2200 ( Registrant's telephone number , including area code ) Securities registered pursuant to Section 12 ( b ) of the Act : Trading Symbol ( s ) . OTIC 26-2590070 ( I.R.S. Employer Identification No. ) Securities registered pursuant to Section 12 ( g ) of the Act : None Indicate by check mark if the registrant is a well - known seasoned issuer , as defined in Rule 405 of the Securities Act . Yes No X 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 Name of each exchange on which registered The NASDAQ Stock Market LLC ( The NASDAQ Global Select Market ) 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 . Accelerated filer Smaller reporting company ■ X 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 Act ) . Yes No The aggregate market value of the common stock held by non - affiliates of the registrant as of June 30 , 2020 ( the last business day of the registrant's most recently completed second fiscal quarter ) was approximately $ 103.3 million based on the closing price of the registrant's common stock , as reported by the NASDAQ Global Select Market on June 30 , 2020 of $ 3.62 per share . Shares of the registrant's common stock held by executive officers , directors and their affiliates have been excluded from this calculation . This determination of affiliate status is not necessarily a conclusive determination for other purposes . As of February 5 , 2021 , the number of outstanding shares of the registrant's common stock , par value $ 0.001 per share , was 48,318,970 . DOCUMENTS INCORPORATED BY REFERENCE As noted herein , the information called for by Part III is incorporated by reference to specified portions of the registrant's definitive proxy statement to be filed in conjunction with the registrant's 2021 Annual Meeting of Stockholders , which is expected to be filed not later than 120 days after the registrant's fiscal year ended December 31 , 2020 .