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SEC Company Response from Eton Pharmaceuticals, Inc. (ETON) (CIK 0001710340) (ETON) — Dec 12, 2019

Eton Pharmaceuticals, Inc. (ETON) (CIK 0001710340)
Date: Dec. 12, 2019 · CIK: 0001710340 · Accession: 0001493152-19-019077

Offering / Registration Process Regulatory Compliance Financial Reporting

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File numbers found in text: 333-235329

Date
Dec. 12, 2019
Author
Eton
Form
CORRESP
Company
Eton Pharmaceuticals, Inc. (ETON) (CIK 0001710340)

Letter

Eton Pharmaceuticals, Inc.

W. Field Parkway, Suite 235

Deer Park, Illinois 60010-7208

December 12, 2019

Via EDGAR Submission

Securities and Exchange Commission

F Street, N.E.

Washington, D.C. 20549

Attention: Irene Paik

Re: Eton Pharmaceuticals, Inc.

Registration Statement on Form S-3

SEC File No. 333-235329

Ladies and Gentlemen:

Pursuant to Rule 461 of the Securities Act of 1933, as amended, Eton Pharmaceuticals, Inc. (the “Company”) hereby requests acceleration of the effective date of its Registration Statement on Form S-3 (File No. 333-235329), as amended (the “Registration Statement”), to 4:00 p.m. Eastern Time, Monday December 16, 2019 or as soon thereafter as practicable. The Company hereby acknowledges its responsibilities under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, as they relate to the proposed public offering of any securities specified in the above-referenced Registration Statement. In addition, the Company acknowledges that:

● should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

● the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

● the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please contact Geoffrey R. Morgan, counsel to the Company, at (414) 588-2948 or via email at gmorgan@crokefairchild.com, as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.

Sincerely,
Eton
Pharmaceuticals, Inc.

Show Raw Text
CORRESP
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filename1.htm

Eton
Pharmaceuticals, Inc.

21925
W. Field Parkway, Suite 235

Deer
Park, Illinois 60010-7208

December
12, 2019

Via
EDGAR Submission

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Irene Paik

    Re:
    Eton
    Pharmaceuticals, Inc.

    Registration
    Statement on Form S-3

    SEC
    File No. 333-235329

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the Securities Act of 1933, as amended, Eton Pharmaceuticals, Inc. (the “Company”) hereby requests
acceleration of the effective date of its Registration Statement on Form S-3 (File No. 333-235329), as amended (the “Registration
Statement”), to 4:00 p.m. Eastern Time, Monday December 16, 2019 or as soon thereafter as practicable. The Company hereby
acknowledges its responsibilities under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended,
as they relate to the proposed public offering of any securities specified in the above-referenced Registration Statement. In
addition, the Company acknowledges that:

    ●
    should
    the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority,
    declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

    ●
    the
    action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not
    relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

    ●
    the
    Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the
    Commission or any person under the federal securities laws of the United States.

Please
contact Geoffrey R. Morgan, counsel to the Company, at (414) 588-2948 or via email at gmorgan@crokefairchild.com, as soon as the
Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.

    Sincerely,

    Eton
    Pharmaceuticals, Inc.

    By:
    /s/
    W. Wilson Troutman

    Title:
    Chief
    Financial Officer and Secretary

    (Principal Financial Officer)

    cc:
    Geoffrey
    R. Morgan