Evoke Pharma : Failure to Satisfy Listing Rule - Form 8-K

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously announced, on May 24, 2023, Evoke Pharma, Inc. (the "Company") received a written notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC ("Nasdaq") indicating that it was not in compliance with the minimum stockholders' equity requirement for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(1) (the "Minimum Stockholders' Equity Requirement"),which requires listed companies to maintain stockholders' equity of at least $2.5 million. Nasdaq subsequently granted the Company an extension until November 20, 2023 to regain compliance.

On November 21, 2023, the Company received notice from Nasdaq that, due to the Company's non-compliance with the Minimum Stockholders' Equity Requirement, the Company was subject to delisting unless it timely requests a hearing before the Nasdaq Hearings Panel (the "Hearings Panel"). The Company plans to timely request a hearing before the Hearings Panel, which request will stay any further action by Nasdaq pending the conclusion of the hearing process.

The Company is actively exploring options to regain compliance with Nasdaq listing requirements, including by raising additional capital; however, there can be no assurance that the Hearings Panel will grant the Company's request for continued listing or that the Company will be able to evidence compliance prior to the expiration of any extension that may be granted to the Company by the Hearings Panel.

Safe Harbor Statement.

The Company cautions you that statements included in this report that are not a description of historical facts are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as "may," "will," "should," "expect," "plan," "anticipate," "could," "intend," "target," "project," "contemplates," "believes," "estimates," "predicts," "potential" or "continue" or the negatives of these terms or other similar expressions. These statements are based on the Company's current beliefs and expectations. These forward-looking statements include statements regarding the Company's plans and ability to regain and maintain compliance with the listing standards of Nasdaq. The inclusion of forward-looking statements should not be regarded as a representation by the Company that any of its plans will be achieved. Actual results may differ from those set forth in this report due to the risks and uncertainties inherent in the Company's business, including, without limitation: the Company may be unable to raise capital or otherwise increase and maintain stockholders' equity of at least $2.5 million; the Company must comply with additional Nasdaq listing requirements; the Company's ability with its commercial partner to commercialize GIMOTI and to generate product revenue; and other risks and uncertainties detailed in the Company's periodic reports it files with the Securities and Exchange Commission. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof, and the Company undertakes no obligation to revise or update this report to reflect events or circumstances after the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement. This caution is made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.