SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Item 1.01. Entry into Material Definitive Agreements
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.
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)|