Eton Pharmaceuticals, Inc. 10-K

Item 9A. Controls and Procedures 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, 2025, 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, 2025. 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, 2025, 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, 2025. 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, 2025 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. 64 Item 9B. Other Information Insider Trading Arrangements and Related Disclosure During the three months ended December 31, 2025 , 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. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. PART III Item 10. Directors, Executive Officers and Corporate Governance 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 2026 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, 2025 , 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. Item 11. Executive Compensation 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. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 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. Item 13. Certain Relationships and Related Transactions, and Director Independence 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. Item 14. Principal Accountant Fees and Services 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. 65 PART IV Item 15. Exhibits, Financial Statement Schedules (1) Index to Financial Statements 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: Reports of Independent Registered Public Accounting Firms (PCAOB ID: 248, 173 and 170) 39 Balance Sheets as of December 31, 2025 and 2024 42 Statements of Operations for the years ended December 31, 2025, 2024 and 2023 43 Statements of Stockholders’ Equity for the years ended December 31, 2025, 2024 and 2023 44 Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023 45 Notes to the Financial Statements 46 (2) Financial Statement Schedules 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. (3) Exhibits 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 Exhibit No. Description 3.1 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). 3.2 Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K, filed November 20, 2018). 4.1 Specimen Certificate representing shares of common stock of Registrant (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-226774), originally filed August 10, 2018). 4.2 Form of Underwriter’s Warrant (incorporated by reference to Exhibit 4.4 to the Registrant ’s Registration Statement on Form S-1, as amended (File No. 333-226774), originally filed August 10, 2018). 4.3 Warrant dated November 13, 2019 issued to SWK Holdings LLC. (incorporated by reference to Exhibit 4.5 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019 filed March 5, 2020). 10.1† Asset Purchase Agreement (DS-200) dated June 23, 2017 between Selenix, LLC and the Registrant (incorporated by reference to Exhibit 10.5 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-226774), originally filed August 10, 2018). 10.2+ Amended Offer Letter Agreement by and between the Registrant and Sean E. Brynjelsen, dated as of June 27, 2017 (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, filed on August 7, 2025). 10.3+ Amended Offer Letter Agreement by and between the Registrant and David Krempa, dated as of June 27, 2017 (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, filed on August 7, 2025). 10.4+ Amended Offer Letter Agreement by and between the Registrant and James Gruber, dated as of June 27, 2017 (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, filed on August 7, 2025). 10.5+ Amended Offer Letter Agreement by and between the Registrant and Ipek Erdogan-Trinkaus, dated as of June 27, 2017 (incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, filed on August 7, 2025). 10.6+ 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). 66 Exhibit No. Description 10.7+ 2018 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.17 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-226774), originally filed August 10, 2018). 10.8 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). 10.9 Asset Purchase Agreement by and between the Company and Ipsen Biopharmaceuticals, Inc., dated as of October 2, 2024 (portions of the exhibit have been redacted)(incorporated by reference to Exhibit 10.11 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2024, filed on March 18, 2025). 10.10 Fifth Amendment to Credit Agreement by and among the Company SWK Funding LLC dated as of September 30, 2024 (incorporated by reference to Exhibit 10.1 of the Registrants Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, filed on November 12, 2024). 10.11 Second Amendment to Warrant Agreement by and among the Company and SWK Funding LLC dated as of September 30, 2024 (incorporated by reference to Exhibit 10.2 of the Registrants Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, filed on November 12, 2024). 10.12 Licensing Agreement by and between the Company and AMMTek dated as of November 22, 2024 (incorporated by reference to Exhibit 10.14 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2024, filed on March 18, 2025). 10.13 Form of Securities Purchase Agreement by and between the Company and an institutional investor dated as of December 10, 2024 (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K dated December 12, 2024). 10.14 Asset Purchase Agreement dated December 31, 2024, between Teva Pharmaceuticals USA, Inc. and the Registrant (portions of the Exhibit have been redacted) (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K dated January 3, 2025). 23.1 Consent of Independent Registered Public Accounting Firm (Crowe LLP - PCAOB ID: 173) 23.2 Consent of Independent Registered Public Accounting Firm (KMJ Corbin & Company LLP - PCAOB ID: 170) 23.3 Consent of Independent Registered Public Accounting Firm (Grant Thornton LLP - PCAOB ID: 248) 19.1 Insider Trading Policy (incorporated by reference to Exhibit 19.1 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on March 14, 2024. 31.1* Certification of President and Chief Executive Officer (Principal Executive Officer), pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of Chief Financial Officer (Principal Financial and Accounting Officer), pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 . 32.1* Certifications of President and Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial and Accounting Officer), pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97 Policy Relating to Recovery of Erroneously Awarded Compensation 101 The following financial information from the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, 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. 104 The cover page from the Company's Annual Report on Form 10-K for the year ended December 31, 2025, 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. Item 16. Form 10-K Summary None. 67 SIGNATURES 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 19, 2026 By: /s/ Sean E. Brynjelsen Sean E. Brynjelsen President and Chief Executive Officer (Principal Executive Officer) By: /s/ James Gruber James Gruber Chief Financial Officer (Principal Financial and Accounting Officer) 68 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. 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. Signature Title Date /s/ Sean E. Brynjelsen President, Chief Executive Officer, and Director March 19, 2026 Sean E. Brynjelsen (Principal Executive Officer) /s/ James Gruber Chief Financial Officer, Treasurer and Secretary March 19, 2026 James Gruber (Principal Financial and Accounting Officer) /s/ Jennifer M. Adams Director March 19, 2026 Jennifer M. Adams /s/ Charles J. Casamento Director March 19, 2026 Charles J. Casamento /s/ Paul V. Maier Director March 19, 2026 Paul V. Maier /s/ Norbert G. Riedel, Ph.D. Director March 19, 2026 Norbert G. Riedel, Ph.D. 69