Evoke Pharma Inc 2024年度报告

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 filingrequirements for the past 90 days. YesNo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation 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).YesNoIndicate 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 growthcompany” in Rule 12b-2 of the Exchange Act. Large accelerated filerAccelerated filerNon-accelerated filerSmaller reporting companyEmerging growth companyIf 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 orissued its audit report. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in thefiling reflect the correction of an error to previously issued financial statements.Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).YesNoThe 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 mostrecently completed second fiscal quarter was approximately $4.6 million, based on the closing price of the registrant’s common stock on the Nasdaq CapitalMarket of $6.348 per share.The number of outstanding shares of the registrant’s common stock, par value $0.0001 per share, as of March 3, 2025 was 1,492,858. 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 connectionwith the registrant’s 2025 Annual Meeting of Stockholders, which will be filed subsequent to the date hereof, are incorporated by reference into Part III ofthis Form 10-K. Such proxy statement will be filed with the Securities and Exchange Commission not later than 120 days following the end of theregistrant’s fiscal year ended December 31, 2024. Item 1.Business2Item 1A.Risk Factors22Item 1B.Unresolved Staff Comments51Item 1C.Cybersecurity51Item 2.Properties52Item 3.Legal Proceedings52Item 4.Mine Safety Disclosures52 PART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and IssuerPurchases of Equity Securities53Item 6.[Reserved]53Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations54Item 7A.Quantitative and Qualitative Disclosures About Market Risk62Item 8.Financial Statements and Supplementary Data62Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure62Item 9A.Controls and Procedures62Item 9B.Other Information63Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections63 Item 10.Directors, Executive Officers and Corporate Governance64Item 11.Executive Compensation64Item 12.Security Ownership of Certain Beneficial Owners and Management and RelatedStockholder Matters64Item 13.Certain Relationships and Related Transactions, and Director Independence64Item 14.Principal Accounting Fees and Services64 PART I Forward-Looking Statements and Market Data This Annual Report on Form 10-K contains “forward-looking statements” within the meaning of Section 27A of theSecurities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, asamended (the “Exchange Act”). All statements other than statements of historical facts contained in this Annual Report onForm 10-K, including statements regarding our future results of operations and financial position, business strategy,commercial activities to be conducted by Eversana Life Science Services, LLC, the pricing and reimbursement for Gimoti®TM(metoclopramide) nasal spray (“Gimoti”), future prescribing trends for Gimoti, future r