{"url_path":"/sec/eton/8-k/2026-05-19/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-19","source_url":"https://www.sec.gov/Archives/edgar/data/1710340/0001437749-26-017799-index.html","accession_number":"0001437749-26-017799","cik":"0001710340","ticker":"ETON","issuer_name":"Eton Pharmaceuticals, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1710340/0001437749-26-017799-index.html","primary_entity_key":"0001710340","primary_entity_name":"Eton Pharmaceuticals, Inc."},"word_count":349,"has_tables":true,"body_markdown":"**Item 1.01: Entry into a Material Definitive Agreement**\n\n \n\nOn May 18, 2026, Eton Pharmaceuticals, Inc. (“Eton” or the “Company”) entered into a supply and distribution agreement for the United States commercialization rights to IMPAVIDO® (miltefosine) oral capsules with an affiliate of Knight Therapeutics, Inc. (“Supplier”). IMPAVIDO® is an Orphan Drug indicated for the treatment of leishmaniasis, a parasitic disease transmitted by the bite of infected phlebotomine sand flies.\n\n \n\nUnder the terms of the Agreement, the Company will pay the Supplier $4.25 million in fixed fees during the initial term ending March 31, 2032 as follows: \n\n \n\n●\n\n$125,000 on July 1, 2026\n\n \n\n●\n\n$1,250,000 on April 1, 2027\n\n \n\n●\n\n$1,000,000 on June 30, 2028\n\n \n\n●\n\n$1,000,000 on June 30, 2029\n\n \n\n●\n\n$875,000 on June 30, 2030.\n\n \n\nAfter the initial term, the Company shall have the option to make up to ten additional annual renewals subject to certain conditions and an annual fee.\n\n \n\nThe Company would pay up to an additional $4.0 million by making $1.0 million payments when cumulative net sales reach $50.0 million, $100.0 million, $150.0 million and $200.0 million, respectively. The Company will also pay the Supplier 55% of net sales up to $7.0 million per calendar year and 50% of net sales above $7.0 million per calendar year. The Supplier shall be responsible for all product costs and regulatory expenses associated with IMPAVIDO®, and the Company shall be responsible for sales and marketing expenses related to commercialization.  The Company's exclusive right to commercialize IMPAVIDO® in the United States will begin on September 26, 2026. \n\n \n\nAccording to Symphony Health data, 2025 U.S. sales of IMPAVIDO® were $8.1 million.\n\n \n\nA copy of the press release announcing the transaction dated May 19, 2026 is attached as Exhibit 99.1 to this Current Report on Form 8-K.\n\n \n\n**Item** **2.01: Completion of Acquisition or Disposition of Assets**\n\n \n\nAs disclosed in Item 1.01, on May 18, 2026, the Company entered into a supply and distribution agreement for the United States commercialization rights to IMPAVIDO® (miltefosine) oral capsules with Supplier. The information in Item 1.01 is hereby incorporated by reference into this Item 2.01.\n\n \n\n \n\n2"}