eton20241219_8k.htm
false
0001710340
0001710340
2024-12-31
2024-12-31
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
December 31, 2024
Date of Report (Date of earliest event reported)
ETON PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-38738
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37-1858472
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(State of
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(Commission
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(I.R.S. Employer
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incorporation)
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File Number)
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Identification Number)
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21925 W. Field Parkway, Suite 235
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Deer Park, Illinois 60010-7208
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(Address of principal executive offices) (Zip code)
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(847) 787-7361
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(Registrant’s telephone number, including area code)
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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:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.001 per share
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ETON
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NASDAQ Global Market
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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 2.01: Completion of Acquisition or Disposition of Assets
On December 31, 2024, Eton Pharmaceuticals, Inc. (“Eton” or the “Company”) acquired Galzin® (zinc acetate) from Teva Pharmaceuticals USA, Inc. (“Teva”). Galzin® is the only FDA-approved zinc treatment for the maintenance of patients with Wilson Disease who have been initially treated with a chelating agent. It is estimated that less than 5,000 patients in the United States are currently being treated for Wilson Disease.
Eton expects to assume the commercialization of the product in the United States in the first quarter of 2025 with its metabolic sales force supporting healthcare professionals who treat Wilson Disease. As part of the transaction, Eton has also acquired European rights to the product, where it is commercialized under the tradename Wilzin® by a third party. Under an existing agreement, Eton will continue to supply the product to the third party and the third party is responsible for all commercialization activities.
Under the terms of the purchase agreement, the Company purchased Galzin® for $7.0 million at closing and paid an additional $0.2 million for product inventory. The Company will also pay Teva a royalty of 10% of U.S. net sales through the tenth anniversary of the Company's first commercial sale of the product in the U.S.
A copy of the asset purchase agreement dated December 31, 2024 and the press release announcing the transaction dated January 3, 2025 are being filed herewith and are numbered in accordance with Item 601 of Regulation S-K.
Item 9.01: Financial Statements and Exhibits
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.
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Date: January 3, 2025
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By:
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/s/ James R. Gruber
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James R. Gruber
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Chief Financial Officer and Secretary
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(Principal Financial Officer)
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