SecProbe.io

<DOCUMENT>
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<TEXT>
 January 20, 2026

James R. Gruber
Chief Financial Officer
Eton Pharmaceuticals, Inc.
21925 W. Field Parkway, Suite 235
Deer Park , Illinois 60010-7278

 Re: Eton Pharmaceuticals, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2024 filed March
18, 2025
 Form 8-K filed November 6, 2025
 File No. 001-38738
Dear James R. Gruber:

 We have completed our review of your filings. We remind you that the
company and its
management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding
any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
</TEXT>
</DOCUMENT>

CORRESP
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 filename1.htm

 eton20260114_corresp.htm

 21925 W. Field Pkwy, Suite 235

 Deer Park, IL 60010 USA

 Tel: 847.787.7361

 etonpharma.com

 January 13, 2026

 Bonnie Baynes

 Division of Corporation Finance Office of Life Sciences

 Securities and Exchange Commission

 Via email to bbaynes@sec.gov

 Re:

 Eton Pharmaceuticals, Inc.

 Form 10-K for the fiscal year ended December 31, 2024 Filed March 18, 2025

 Form 8-K filed November 6, 2025

 File No. 001-38738

 Dear Ms. Baynes:

 On behalf of Eton Pharmaceuticals, Inc. (the “Company”), we submit this letter in response to the comments of the staff of the Securities and Exchange Commission (the “Staff”) set forth in your letter dated December 19, 2025 regarding the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed March 18, 2025 and Form 8-K filed on November 6, 2025. This letter is submitted pursuant to the extension granted by the Staff to respond by January 16, 2026. For the Staff’s convenience, the comments are reproduced below in bold, followed by the Company’s responses. Terms used herein and not otherwise defined have the meaning given them in the Purchase Agreement (as defined below).

 Form 10-K for the Fiscal Year Ended December 31, 2024 filed March 18, 2025

 Note 4 – Business Combination, page 53

 1.

 We note your disclosures in Notes 4 and 15, and Form 8-K/A filed November 18, 2025, of the October 2, 2024 Asset Purchase Agreement with Ipsen Biopharmaceuticals, Inc. ( “ Ipsen ” ) for the acquisition of Increlex, which includes an obligation to purchase additional inventory over 30 months, in an amount not to exceed € 15,000. Please tell us the following:

 ●

 Tell us your accounting under ASC 805 for the additional inventory purchase obligation as no portion of the purchase price was allocated to this consideration.

 ●

 Please describe to us the payment terms of the related liability to Ipsen for this additional inventory.

 ●

 Clarify if your disclosures related to "Remaining Inventory" in the redacted agreement filed as exhibit 10.11 relates to the additional purchased inventory, and if so, provide us the redacted information from that agreement and how it was considered in your accounting determination.

 Accounting consideration under ASC 805:

 The Remaining Inventory Value Payment relates to inventory in countries where the marketing authorizations and government approvals related to Increlex have not yet been obtained and transferred at the closing date under the asset purchase agreement (the “Purchase Agreement”) between Eton Pharmaceuticals, Inc. (the “Company”) and Ipsen Biopharmaceuticals, Inc. (“Ipsen”) (filed as Exhibit 10.11 to the Company’s Annual Report on Form 10-K filed March 18, 2025). The entities holding inventory at the time of the acquisition are not legal entities acquired or consolidated into the Company through ASC 805, but rather Ipsen entities and/or third-party distributors. If and when the relevant government approvals are obtained, the inventory will transfer to the Company on the Remaining Inventory Transfer Date. The Remaining Inventory Value will be calculated based on the inventory available for transfer at the handover date.

 Page 2

 The Company has a contingent obligation to purchase up to €15 million of inventory from Ipsen at fair market value on the Remaining Inventory Transfer Date. The Remaining Inventory Transfer Date is defined as six months following the closing date. This contingent purchase obligation will occur upon receipt of all required governmental approvals in each jurisdiction. At that time, the remaining inventory in each territory will be determined, and its value will be calculated based on the established price per vial for each inventory category, including finished goods and bulk naked vials of the Increlex Product, in order to prepare the Remaining Inventory Closing Statement.

 As the pricing of the contingent purchase commitment is based on fair value of the inventory, it does not include an off-market component. Accordingly, the Company does not believe that the purchase consideration currently recorded for the business combination, accounted for under ASC 805, is affected by this separate concurrent arrangement. In other words, the Company considered whether any consideration relating to separate transactions would be attributed to this separate future transaction and accounted for separately.

 The Company considers the future contingent purchase commitment for inventory to be a separate arrangement from the business combination for the following reasons:

 ASC 805-10-25-20 states:

 The acquirer and the acquiree may have a preexisting relationship or other arrangement before negotiations for the business combination began, or they may enter into an arrangement during the negotiations that is separate from the business combination. In either situation, the acquirer shall identify any amounts that are not part of what the acquirer and the acquiree (or its former owners) exchanged in the business combination, that is, amounts that are not part of the exchange for the acquiree. The acquirer shall recognize as part of applying the acquisition method only the consideration transferred for the acquiree and the assets acquired and liabilities assumed in the exchange for the acquiree. Separate transactions shall be accounted for in accordance with the relevant generally accepted accounting principles (GAAP).

 ASC 805-10-25-21 states:

 A transaction entered into by or on behalf of the acquirer or primarily for the benefit of the acquirer or the combined entity, rather than primarily for the benefit of the acquiree (or its former owners) before the combination, is likely to be a separate transaction. The following are examples of separate transactions that are not to be included in applying the acquisition method:

 a.

 A transaction that in effect settles preexisting relationships between the acquirer and acquiree (see paragraphs 805-10-55-20 through 55-23)

 b.

 A transaction that compensates employees or former owners of the acquiree for future services (see paragraphs 805-10-55-24 through 55-26)

 c.

 A transaction that reimburses the acquiree or its former owners for paying the acquirer ’ s acquisition-related costs (see paragraph 805-10-25-23).

 ASC 805-10-55-18 states:

 Paragraphs 805-10-25-20 through 25-22 establish the requirements to identify amounts that are not part of the business combination. The acquirer should consider the following factors, which are neither mutually exclusive nor individually conclusive, to determine whether a transaction is part of the exchange for the acquiree or whether the transaction is separate from the business combination:

 Page 3

 a.

 The reasons for the transaction. Understanding the reasons why the parties to the combination (the acquirer, the acquiree, and their owners, directors, managers, and their agents) entered into a particular transaction or arrangement may provide insight into whether it is part of the consideration transferred and the assets acquired or liabilities assumed. For example, if a transaction is arranged primarily for the benefit of the acquirer or the combined entity rather than primarily for the benefit of the acquiree or its former owners before the combination, that portion of the transaction price paid (and any related assets or liabilities) is less likely to be part of the exchange for the acquiree. Accordingly, the acquirer would account for that portion separately from the business combination.

 b.

 Who initiated the transaction. Understanding who initiated the transaction may also provide insight into whether it is part of the exchange for the acquiree. For example, a transaction or other event that is initiated by the acquirer may be entered into for the purpose of providing future economic benefits to the acquirer or combined entity with little or no benefit received by the acquiree or its former owners before the combination. On the other hand, a transaction or arrangement initiated by the acquiree or its former owners is less likely to be for the benefit of the acquirer or the combined entity and more likely to be part of the business combination transaction.

 c.

 The timing of the transaction. The timing of the transaction may also provide insight into whether it is part of the exchange for the acquiree. For example, a transaction between the acquirer and the acquiree that takes place during the negotiations of the terms of a business combination may have been entered into in contemplation of the business combination to provide future economic benefits to the acquirer or the combined entity. If so, the acquiree or its former owners before the business combination are likely to receive little or no benefit from the transaction except for benefits they receive as part of the combined entity.

 In analyzing the factors under ASC 805-10-55-18 as established in the guidance to help determine whether a transaction is a part of the exchange for the acquiree or whether the transaction is separate from the business combination, the Company determined the following:

 a)

 Reason for the transaction – The transfer of inventory for the international territories and the related Remaining Inventory Value Payment at a later date are due to there being marketing authorizations and government approvals required for the Company to be able to distribute and sell Increlex in each country. The future right to purchase inventory from Ipsen post business combination is a benefit to the Company after the business combination.

 b)

 Who initiated the transaction – The transaction for the Remaining Inventory would have been initiated by both parties to the Purchase Agreement to manage the transfer of inventory for the international territories. Once title transfers to the inventory, the Company will be able to obtain all future economic benefits from the sale of the Increlex Product in those international territories.

 c)

 Timing of the transaction – The future purchase commitment was negotiated as part of the business combination to benefit the Company post business combination.

 Because the future purchase commitment does not include an off-market component and is intended to provide the Company with post-combination benefits by enabling future inventory purchases, the Company concludes that this concurrent arrangement does not affect the currently recorded accounting treatment of the business combination under ASC 805.

 Page 4

 Payments terms of the related liability to Ipsen for additional inventory:

 The Company will pay for the additional inventory in eight quarterly installments over eight consecutive calendar quarters, commencing from the Remaining Inventory Transfer Date, which was six months following the Close Date, or June 19, 2025.

 Remaining Inventory disclosure:

 Yes, the Company’s disclosure related to “Remaining Inventory” in section 3.15 of the redacted agreement filed as exhibit 10.11 on Form 10-K for the fiscal year ended December 31, 2024 related to the additional purchased inventory from Ipsen. The following is the unredacted information associated with the Remaining Inventory:

 3.15.1 The Remaining Inventory is in good working order, has passed (or is reasonably expected to pass) Ipsen’s (or its Affiliate’s) quality control procedures, and has no more than reasonable wear and tear. The Remaining Inventory at the Remaining Inventory Transfer Date shall be commercially saleable and have a minimum shelf life as follows of at least:

 (1) for the Increlex Product in final packaged form labelled with the Ipsen Brand, for distribution to end users, up to a maximum of 2,600 vials of the Increlex Product will have a minimum shelf life of six (6) months and the rest will have a minimum shelf life of nine (9) months; and

 (2) twelve (12) months for the Increlex Product in bulk naked vial form.

 Form 8-K filed November 6, 2025

 Item 2: Exhibit 99.1 Eton Pharmaceuticals Reports Third Quarter 2025 Financial Results, page general

 2.

 We note the tabular reconciliations in your earnings release where you reconcile non-GAAP financial measures to the most directly comparable GAAP measures appear to essentially represent full non-GAAP statements of operations. Please explain why you believe your disclosures comply with Question 102.10 of the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures or revise your disclosures in future filings.

 The Company respectfully acknowledges the Staff’s comment. Beginning with its next earnings release and in future filings, the Company will revise its non-GAAP reconciliation disclosures and limit such reconciliations to those line items necessary to reconcile the disclosed non-GAAP financial measures to the most directly comparable GAAP measures and will modify the format and presentation to avoid any implication that the tables represent complete non-GAAP income statements.

 We believe these responses address the Staff’s comments. Please contact the undersigned with any questions.

 Sincerely,

 /s/ James R. Gruber

 James R. Gruber

 Chief Financial Officer

 cc: Geoffrey R. Morgan, Croke Fairchild Duarte & Beres LLC

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 December 19, 2025

James R. Gruber
Chief Financial Officer
Eton Pharmaceuticals, Inc.
21925 W. Field Parkway, Suite 235
Deer Park , Illinois 60010-7278

 Re: Eton Pharmaceuticals, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2024 filed March
18, 2025
 Form 8-K filed November 6, 2025
 File No. 001-38738
Dear James R. Gruber:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the Fiscal Year Ended December 31, 2024 filed March 18, 2025
Note 4 - Business Combination, page 53

1. We note your disclosures in Notes 4 and 15, and Form 8-K/A filed
November 18,
 2025, of the October 2, 2024 Asset Purchase Agreement with Ipsen
 Biopharmaceuticals, Inc. ( Ipsen ) for the acquisition of Increlex,
which
 includes an obligation to purchase additional inventory over 30 months,
in an
 amount not to exceed 15,000. Please tell us the following:
 Tell us your accounting under ASC 805 for the additional inventory
purchase
 obligation as no portion of the purchase price was allocated to this
consideration.
 Please describe to us the payment terms of the related liability to
Ipsen for this
 additional inventory.
 Clarify if your disclosures related to "Remaining Inventory" in the
redacted
 agreement filed as exhibit 10.11 relates to the additional purchased
inventory, and
 if so, provide us the redacted information from that agreement and
how it was
 considered in your accounting determination.
 December 19, 2025
Page 2

Form 8-K filed November 6, 2025
Exhibit 99.1 Eton Pharmaceuticals Reports Third Quarter 2025 Financial Results,
page
general

2. We note the tabular reconciliations in your earnings release where you
reconcile non-
 GAAP financial measures to the most directly comparable GAAP measures
appear to
 essentially represent full non-GAAP statements of operations. Please
explain why you
 believe your disclosures comply with Question 102.10 of the Compliance
and
 Disclosure Interpretations on Non-GAAP Financial Measures or revise your
 disclosures in future filings.
 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.

 Please contact Bonnie Baynes at 202-551-4924 or Daniel Gordon at
202-551-3486
with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
</TEXT>
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CORRESP
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Eton
Pharmaceuticals, Inc.

21925
W. Field Parkway, Suite 235

Deer
Park, Illinois 60010-7208

May
1, 2023

Via
EDGAR Submission

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Arzhang Navai

    Re:
    Eton
    Pharmaceuticals, Inc.

    Registration
    Statement on Form S-3

    SEC
    File No. 333-271196

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. 333-271196), as amended (the “Registration
Statement”), to 4:00 p.m. Eastern Time, Tuesday May 2, 2023 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 of its full responsibility for the adequacy
                                            and accuracy of the disclosures 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/
    James R. Gruber

    Chief
Financial Officer and Secretary

    (Principal
Financial Officer)

    cc:
    Geoffrey
    R. Morgan

United States securities and exchange commission logo
April 12, 2023
Sean Brynjelsen
President and Chief Executive Officer
Eton Pharmaceuticals, Inc.
21925 W. Field Parkway, Suite 235
Deer Park, IL 60010
Re:Eton Pharmaceuticals, Inc.
Registration Statement on Form S-3
Filed April 7, 2023
File No. 333-271196
Dear Sean Brynjelsen:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Arzhang Navai at 202-551-4676 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Geoffrey Morgan

CORRESP
1
filename1.htm

Eton
Pharmaceuticals, Inc.

21925
W. Field Parkway, Suite 235

Deer
Park, Illinois 60010-7208

August
24, 2020

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. 333-240252

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. 333-240252), as amended (the “Registration
Statement”), to 4:00 p.m. Eastern Time, Tuesday August 25, 2020 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

United States securities and exchange commission logo
August 4, 2020
Sean E. Brynjelsen
Chief Executive Officer
Eton Pharmaceuticals, Inc.
21925 W. Field Parkway, Suite 235
Deer Park, IL 60010
Re:Eton Pharmaceuticals, Inc.
Registration Statement on Form S-3
Filed July 31, 2020
File No. 333-240252
Dear Mr. Brynjelsen:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Ada D. Sarmento at 202-551-3798 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Geoffrey R. Morgan, Esq.

United States securities and exchange commission logo
May 27, 2020
W. Wilson Troutman
Principal Financial and Accounting Officer
Eton Pharmaceuticals, Inc.
21925 W. Field Parkway, Suite 235
Deer Park, IL 60010-7208
Re:Eton Pharmaceuticals, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2019
Filed March 5, 2020
File No. 001-38738
Dear Mr. Troutman:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
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filename1.htm

Croke
Fairchild Morgan & Beres LLC

180
North La Salle Street, Suite 2750

Chicago,
Illinois 60601

May
15, 2020

Iboyla
Ignat

Division
of Corporation Finance

Office
of Life Sciences

Securities
and Exchange Commission

Via
email to ignati@sec.gov

    Re:
    Eton
    Pharmaceuticals, Inc.

    Form
    10-K for the fiscal year ended December 31, 2019

    Filed
    March 5, 2020

    File
    No. 001-38738

Dear
Ms. Ignat:

We
are counsel to Eton Pharmaceuticals, Inc. (the “Company”) and have received your letter dated May 5, 2020 regarding
the two comments referred to below to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019.
The Company’s responses are also below.

Item1.
Business

Licensing
Arrangements, page 6.

    1.
    The
    Company will provide disclosure of the requested royalty rates in an amendment to the Form 10-K.

Exhibits
31.1 and 31.2, page 87.

    2.
    The
    Company will update the Section 302 Certifications to include the introductory language in paragraph 4 referring to its internal
    control over financial reporting as well as paragraph 4(b) regarding design of the Company’s internal control over financial
    reporting.

Pursuant
to your request, the Company will prepare and file an abbreviated amendment to the Form 10-K consisting of a cover page, explanatory
note, signature page and updated Section 302 Certifications. The Company will file the Amendment on or before May 21, 2020.

Please
contact the undersigned with any questions.

Sincerely,

    Croke
    Fairchild Morgan & Beres LLC

    /s/
    Geoffrey R. Morgan

    gmorgan@crokefairchild.com

    cc:
    W. Wilson Troutman

United States securities and exchange commission logo
May 5, 2020
W. Wilson Troutman
Principal Financial and Accounting Officer
Eton Pharmaceuticals, Inc.
21925 W. Field Parkway, Suite 235
Deer Park, IL 60010-7208
Re:Eton Pharmaceuticals, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2019
Filed March 5, 2020
File No. 001-38738
Dear Mr. Troutman:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year ended December 31, 2019
Item 1. Business
Licensing Arrangements, page 6
1.You state that Aucta will receive a low double-digit royalty on net sales and Bausch is
required to pay you a royalty in the low-double digit percentage range on net sales.  Please
revise to disclose the royalty rate or a range that does not exceed a 10 point range.
Exhibits 31.1 and 31.2, page 87
2.We note that your Form 10-K contains management's internal control report on page 83 as
required by Item 308 of Regulation S-K.  Your Section 302 certifications should
include the introductory language in paragraph 4 referring to your internal control over
financial reporting as well as paragraph 4(b), which refers to the design of your internal
reporting.  Please note that you are no longer in the transition period that allows for this
omission.  Please file an amendment to your Form 10-K that includes updated Section 302

 FirstName LastNameW. Wilson Troutman
 Comapany NameEton Pharmaceuticals, Inc.
 May 5, 2020 Page 2
 FirstName LastName
W. Wilson Troutman
Eton Pharmaceuticals, Inc.
May 5, 2020
Page 2
certifications that comply with Item 601(b)(31)(i) of Regulation S-K.  You may provide
an abbreviated amendment that consists of a cover page, explanatory note, signature page
and paragraphs 1, 2, 4 and 5 of the certifications.  Please note that this comment also
applies to Form 10-Qs filed in 2019.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Ibolya Ignat at (202) 551-3636 or Mary Mast at (202) 551- 3613
with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

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

December 10, 2019
Sean E. Brynjelsen
President and Chief Executive Officer
Eton Pharmaceuticals, Inc.
21925 W. Field Parkway, Suite 235
Deer Park, Illinois 60010
Re:Eton Pharmaceuticals, Inc.
Registration Statement on Form S-3
Filed December 2, 2019
File No. 333-235329
Dear Mr. Brynjelsen:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Irene Paik at 202-551-6553 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Geoffrey R. Morgan - Croke Fairchild Morgan & Beres