Form 8-K/A Increlex Accounting and Reporting Update true 0001710340 0001710340 2024-12-19 2024-12-19

 

 

 

 

 

 

 

 

 

 

 

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:

 

 

 

 

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. ☐

 

 

This Amendment No. 2 to Form 8-K (“Amendment No. 2”) amends the Form 8-K filed on December 20, 2024 (the “Original Report”) as amended on March 7, 2025 (“Amendment No. 1”). This Amendment No. 2 is being filed to provide an update to the information contained in Amendment No. 1.

 

 

As previously reported in the Original Report and in Amendment No. 1, on December 19, 2024, Eton Pharmaceuticals, Inc. (the “Company”) completed its purchase (the “Acquisition”) of the Increlex product from Ipsen S.A. (“Ipsen”) and was subsequently unable to provide separate historical audited financial statements and unaudited pro forma financial information for Increlex (collectively, the “Financial Statements”), specified by Item 9.01 of Form 8-K, by March 7, 2025, the date by which the Financial Statements were required to be provided.  In Amendment No. 1, the Company disclosed, inter alia, that it had requested a waiver from the Financial Statements filing requirements from the Securities and Exchange Commission.

 

The purpose of this Amendment No. 2 is to report that, following discussions with the SEC surrounding the uniqueness of the accounting treatment associated with the transaction, the Company has withdrawn the waiver request and is in the process of preparing the Financial Statements.  The Company currently estimates that it will have the Financial Statements prepared and filed in the third quarter of 2025, though there are several factors that could result in the delay of the Financial Statements being completed and filed by that time.

 

The foregoing description of the Acquisition does not purport to be complete and is qualified in its entirety by reference to the Original Report and Amendment No. 1 which are incorporated herein by reference. The summary is not intended to modify or supplement any factual disclosures about the Company in its public reports filed with the SEC.

 

 

The information contained in Item 2.01 is hereby incorporated into this Item 8.01.

 

 

 

 

 

 

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.