Current Report Filing (8-k)
16 June 2023 - 6:18AM
Edgar (US Regulatory)
0001710340
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0001710340
2023-06-09
2023-06-09
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
June
9, 2023
Date
of Report (Date of earliest event reported)
ETON
PHARMACEUTICALS, INC.
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-38738 |
|
37-1858472 |
(State
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S.
Employer Identification
Number) |
21925
W. Field Parkway, Suite 235
Deer
Park, Illinois 60010-7208
(Address
of principal executive offices) (Zip code)
(847)
787-7361
(Registrant’s
telephone number, including area code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Title
of each class |
|
Trading
symbol(s) |
|
Name
of each exchange on which registered |
Common
Stock, par value $0.001 per share |
|
ETON |
|
NASDAQ
Global Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
Item
1.01. Entry into Material Definitive Agreements
Wellstat
Acquisition
On
June 9, 2023, Eton Pharmaceuticals, Inc. (the “Company”) entered into an Asset Purchase Agreement (the “Asset Purchase
Agreement”) with Wellstat Therapeutics Corporation and Wellstat Biologics Corporation (collectively, the “Debtors”),
Janet M. Nesse, as Bankruptcy Trustee for the bankruptcy estates of the Debtors, and certain other affiliates of the Debtors, whereby
the Company was named the “stalking horse bidder” in the bankruptcy proceedings of the Debtors and agreed to acquire the
commercial assets of the Debtors for consideration of $37 million.
Closing
of the Asset Purchase Agreement is uncertain and subject to several contingencies, including the Company being named the successful bidder
in the bankruptcy court sale of such assets, so there is no assurance that the sale will ultimately be completed. The bankruptcy sale
will occur by means of an auction process. Eton has cash on hand and committed financing in place to complete the transaction should
it win the auction.
Amendment
to Azurity Agreement
Also,
on June 15, 2023, the Company entered into an amendment to the Asset Purchase Agreement dated December 31, 2020 (the “Original
Agreement”) by and between the Company and Azurity Pharmaceuticals, Inc. (“Azurity”). Under the amendment, the Company
will sell back to Azurity the royalty interests it received under the Original Agreement for a total consideration of $5.5 million.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Date:
June 15, 2023 |
By: |
/s/
James R. Gruber |
|
|
James
R. Gruber |
|
|
Chief
Financial Officer and Secretary |
|
|
(Principal
Financial Officer) |
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