What changed in this filing

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Item 9A. Controls and Procedures

2024-03-14 compared with 2023-03-16 · 85 added, 113 removed, 48 unchanged (80% of the section changed)

Controls and Procedures

maintain “disclosure controls and procedures,” as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange

Act, that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange

Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information

is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, to

allow timely decisions regarding required disclosure.

design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events,

and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

of December 31, 2022, an evaluation was conducted under the supervision and with the participation of our management, including our Chief

Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures.

Based on this evaluation,

such officers have concluded that our disclosure controls and procedures are effective as of December 31, 2022.

Report on Internal Control over Financial Reporting

management is responsible for establishing and maintaining adequate internal control over financial reporting for our Company, as such

term is defined in Rule 13a-15(f) under the Exchange Act.

Our management conducted an evaluation, with the participation of our principal

executive officer and principal financial officer, of the effectiveness of our internal control over financial reporting as of December

31, 2022, based on the criteria set forth in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring

Organizations of the Treadway Commission.

Based on this evaluation, our management concluded that our internal control over financial

reporting was effective as of December 31, 2022.

report does not include an attestation report of our independent registered public accounting firm regarding our internal control over

financial reporting, in accordance with applicable SEC rules that permit us to provide only management’s report in this report.

in Internal Control over Financial Reporting

has not been any change in our internal control over financial reporting (as defined in Rules 13a-15(f) under the Exchange Act) that

occurred during the quarter ended December 31, 2022 that has materially affected, or is reasonably likely to materially affect, our internal

control over financial reporting.

Limitations on Effectiveness of Controls

management, including our principal executive officer and principal financial officer, do not expect that our disclosure controls or

our internal control over financial reporting will prevent or detect all errors and all fraud.

A control system, no matter how well designed

and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met.

of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative

to their costs.

Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance

that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected.

These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because

of simple error or mistake.

Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people,

or by management override of the controls.

The design of any system of controls is based in part on certain assumptions about the likelihood

of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future

Disclosure Controls and Procedures

We maintain “disclosure controls and procedures,” as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our CEO and our CFO, to allow timely decisions regarding required disclosure.

In designing and evaluating these disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objective.

As of December 31, 2023, an evaluation was conducted under the supervision and with the participation of our management, including our CEO and CFO, of the effectiveness of our disclosure controls and procedures.

Based on this evaluation, such officers have concluded that our disclosure controls and procedures are effective as of December 31, 2023.

Management ’ s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting for our Company, as such term is defined in Rule 13a-15(f) under the Exchange Act.

Our management conducted an evaluation, with the participation of our CEO and CFO, of the effectiveness of our internal control over financial reporting as of December 31, 2023, based on the criteria set forth in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2023.

This report does not include an attestation report of our independent registered public accounting firm regarding our internal control over financial reporting, in accordance with applicable SEC rules that permit us to provide only management’s report in this report.

Changes in Internal Control over Financial Reporting

There has not been any change in our internal control over financial reporting (as defined in Rules 13a-15(f) under the Exchange Act) that occurred during the quarter ended December 31, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

Our management, including our principal executive officer and principal financial officer, do not expect that our disclosure controls or our internal control over financial reporting will prevent or detect all errors and all fraud.

A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met.

The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.

Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected.

These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.

Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls.

The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Projections of any evaluation of controls effectiveness to future periods are subject to risks.

Over time, controls may become

inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

Other Information

Insider Trading Arrangements and Related Disclosure

During the three months ended December 31, 2023, none of our directors or officers adopted or terminated a “Rule 10b5 - 1 trading arrangement” or “non-Rule 10b5 - 1 trading arrangement,” as each term is defined in Item 408 (a) of Regulation S-K.

We are committed to promoting high standards of ethical business conduct and compliance with applicable laws, rules and regulations.

As part of this commitment, we have adopted our Insider Trading Policy governing the purchase, sale, and/or other dispositions of our securities by our directors, officers, employees and designated contractors.

We believe our Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the exchange listing standards applicable to us.

A copy of our Insider Trading Policy, including any amendments thereto, is filed as Exhibit 19.1 to this Annual Report on Form 10 -K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

Directors, Executive Officers and Corporate Governance

information required by this item and not set forth below will be set forth in the section headed “ Election of Directors”

and “ Executive Officers ” in our Proxy Statement for our 2023 Annual Meeting of Stockholders (“Proxy Statement”),

to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2022, and is incorporated herein by reference.

have adopted a code of ethics for directors, officers (including our principal executive officer, principal financial officer and principal

accounting officer) and employees, known as the Code of Business Conduct and Ethics.

The Code of Business Conduct and Ethics is available

on our website at http://ir.etonpharma.com under the Corporate Governance section of our Investor Relations page.

promptly disclose on our website (i) the nature of any amendment to the policy that applies to our principal executive officer, principal

financial officer, principal accounting officer or controller, or persons performing similar functions and (ii) the nature of any waiver,

including an implicit waiver, from a provision of the policy that is granted to one of these specified individuals that is required to

be disclosed pursuant to SEC rules and regulations, the name of such person who is granted the waiver and the date of the waiver.

The information required by this item and not set forth below will be set forth in the section headed “ Election of Directors ” and “ Executive Officers ” in our Proxy Statement for our 2024 Annual Meeting of Stockholders (“Proxy Statement”), to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2023, and is incorporated herein by reference.

We have adopted a code of ethics for directors, officers (including our principal executive officer, principal financial officer and principal accounting officer) and employees, known as the Code of Business Conduct and Ethics.

The Code of Business Conduct and Ethics is available on our website at http://ir.etonpharma.com under the Corporate Governance section of our Investor Relations page.

We will promptly disclose on our website (i) the nature of any amendment to the policy that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions and (ii) the nature of any waiver, including an implicit waiver, from a provision of the policy that is granted to one of these specified individuals that is required to be disclosed pursuant to SEC rules and regulations, the name of such person who is granted the waiver and the date of the waiver.

Executive Compensation

information required by this item will be set forth in the section headed “ Executive Compensation ” in our Proxy Statement

and is incorporated herein by reference.

The information required by this item will be set forth in the section headed “ Executive Compensation ” in our Proxy Statement and is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

information required by this item will be set forth in the section headed “ Security Ownership of Certain Beneficial Owners and

Management ” in our Proxy Statement and is incorporated herein by reference.

information required by Item 201(d) of Regulation S-K will be set forth in the section headed “ Executive Compensation”

in our Proxy Statement and is incorporated herein by reference.

The information required by this item will be set forth in the section headed “ Security Ownership of Certain Beneficial Owners and Management ” in our Proxy Statement and is incorporated herein by reference.

The information required by Item 201(d) of Regulation S-K will be set forth in the section headed “ Executive Compensation ” in our Proxy Statement and is incorporated herein by reference.

Certain Relationships and Related Transactions, and Director Independence

information required by this item will be set forth in the section headed “ Transactions With Related Persons ” in our

Proxy Statement and is incorporated herein by reference.

The information required by this item will be set forth in the section headed “ Transactions With Related Persons ” in our Proxy Statement and is incorporated herein by reference.

Principal Accountant Fees and Services

information required by this item will be set forth in the section headed “ Ratification of Selection of Independent Registered

Public Accounting Firm ” in our Proxy Statement and is incorporated herein by reference.

The information required by this item will be set forth in the section headed “ Ratification of Selection of Independent Registered Public Accounting Firm ” in our Proxy Statement and is incorporated herein by reference.

Exhibits, Financial Statement Schedules

(1) Index to Financial Statements

following financial statements of Eton Pharmaceuticals, Inc.

and the Report of the Independent Registered Public Accounting Firm are

included in Part II, Item 8 of this Annual Report on Form 10-K:

Report of Independent Registered Public Accounting Firm

The following financial statements of Eton Pharmaceuticals, Inc.

and the Report of the Independent Registered Public Accounting Firm are included in Part II, Item 8 of this Annual Report on Form 10-K:

Report of Independent Registered Public Accounting Firm (PCAOB ID:170)

Balance Sheets as of December 31, 2023 and 2022

Statements of Operations for the years ended December 31, 2023, 2022 and 2021

Statements of Stockholders’ Equity (Deficit) for the years ended December 31, 2022, 2021 and 2020

Statements of Stockholders’ Equity for the years ended December 31, 2023, 2022 and 2021

Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021

1 unchanged sentence

(2) Financial Statement Schedules

statement schedules have been omitted in this report because they are not applicable, not required under the instructions, or the information

requested is set forth in the financial statements or related notes thereto.

following exhibits have been filed or are being filed herewith and are numbered in accordance with Item 601 of Regulation S-K:

Financial statement schedules have been omitted in this report because they are not applicable, not required under the instructions, or the information requested is set forth in the financial statements or related notes thereto.

The following exhibits have been filed or are being filed herewith and are numbered in accordance with Item 601 of Regulation S-K:

EXHIBIT INDEX

Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’ s Current Report on Form 8-K, filed November 20, 2018).

16 unchanged sentences

333-226774), originally filed August 10, 2018).

Letter Agreement by and between the Registrant and James Gruber, dated as of March 25, 2022.

Offer Letter Agreement by and between the Registrant and James Gruber, dated as of March 25, 2022.

2018 Equity Incentive Plan as amended December 2020 (incorporated by reference to Exhibit 10.11 to the Registrant’ s Annual Report on Form 10-K for the year ended December 31, 2020 filed on March 16, 2021).

5 unchanged sentences

333-226774), originally filed August 10, 2018).

Agreement dated as of November 13, 2019, by and among the Company and SWK Funding LLC (incorporated by reference to Exhibit 10.14 to

the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019 filed March 5, 2020) (as amended on April 5, 2022 and such amendment is incorporated by reference to exhibit 10.1 to the Registrant’s quarterly report

on Form 10-Q for the quarter ended March 31, 2022).

Consent of KMJ Corbin & Company LLP, Independent Registered Public Accounting Firm.

Credit Agreement dated as of November 13, 2019, by and among the Company and SWK Funding LLC (incorporated by reference to Exhibit 10.14 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019 filed March 5, 2020) (as amended on April 5, 2022 and such amendment is incorporated by reference to exhibit 10.1 to the Registrant’s quarterly report on Form 10-Q for the quarter ended March 31, 2022).

Insider Trading Policy

Consent of Independent Registered Public Accounting Firm.

Power of Attorney.

4 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

following financial information from the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, formatted

in Extensible Business Reporting Language (XBRL):

(i) the Balance Sheets, (ii) the Statements of Operations, (iii) the Statement

of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit), (iv) the Statements of Cash Flows and (v) Notes

to Financial Statements.

treatment has been granted with respect to certain portions of this exhibit.

Omitted portions have been filed separately with the

management compensatory plan, contract or arrangement.

certifications are being furnished solely to accompany this Annual Report pursuant to 18 U.S.C.

Section 1350, and are not being filed

for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and are not to be incorporated by reference into any

filing of the Registrant, whether made before or after the date hereof, regardless of any general incorporation language in such

to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Annual Report to be signed

on its behalf by the undersigned thereunto duly authorized.

PHARMACEUTICALS, INC.

and Chief Executive Officer

Executive Officer)

Financial Officer

Financial and Accounting Officer)

person whose signature appears below constitutes and appoints each of Sean Brynjelsen and James Gruber, his or her true and lawful

attorney-in-fact and agent, each with full power of substitution and resubstitution, severally, for him or her and in his or her

name, place and stead, in any and all capacities, to sign this Annual Report on Form 10-K of Eton Pharmaceuticals, Inc., and any or

all amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the

Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each

and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he

might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or

substitutes, may lawfully do or cause to be done by virtue hereof.

This power of attorney may be executed in

counterparts.

to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Annual Report to be signed

on its behalf by the undersigned thereunto duly authorized.

Chief Executive Officer, and Director

Executive Officer)

Financial Officer, Treasurer and Secretary

Financial and Accounting Officer)

Policy Relating to Recovery of Erroneously Awarded Compensation

The following financial information from the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, formatted in Inline Extensible Business Reporting Language (iXBRL):

(i) the Balance Sheets, (ii) the Statements of Operations, (iii) the Statement of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit), (iv) the Statements of Cash Flows and (v) Notes to Financial Statements.

The cover page from the Company's Annual Report on Form 10-K for the year ended December 31, 2023, formatted in Inline XBRL (included as Exhibit 101)

Confidential treatment has been granted with respect to certain portions of this exhibit.

Omitted portions have been filed separately with the SEC.

Indicates management compensatory plan, contract or arrangement.

These certifications are being furnished solely to accompany this Annual Report pursuant to 18 U.S.C.

Section 1350, and are not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and are not to be incorporated by reference into any filing of the Registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Form 10-K Summary

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Annual Report to be signed on its behalf by the undersigned thereunto duly authorized.

ETON PHARMACEUTICALS, INC.

March 14, 2024

President and Chief Executive Officer

(Principal Executive Officer)

/s/ James Gruber

Chief Financial Officer

(Principal Financial and Accounting Officer)

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints each of Sean Brynjelsen and James Gruber, his or her true and lawful attorney-in-fact and agent, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign this Annual Report on Form 10-K of Eton Pharmaceuticals, Inc., and any or all amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

This power of attorney may be executed in counterparts.

President, Chief Executive Officer, and Director

March 14, 2024

(Principal Executive Officer)

/s/ James Gruber

Chief Financial Officer, Treasurer and Secretary

March 14, 2024

(Principal Financial and Accounting Officer)

/s/ Jennifer M.

March 14, 2024

/s/ Charles J.

March 14, 2024

/s/ Norbert G.

Riedel, Ph.D.

March 14, 2024

Riedel, Ph.D.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures