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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

April 16, 2026

Date of Report (Date of earliest event reported)

ETON PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-38738	37-1858472
(State of	(Commission	(I.R.S. Employer
incorporation)	File Number)	Identification Number)

21925 W. Field Parkway, Suite 235

Deer Park, Illinois 60010-7278

(Address of principal executive offices) (Zip code)

(847) 787-7361

(Registrant’s telephone number, including area code)

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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		ETON		NASDAQ Global Market

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. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 16, 2026, Eton Pharmaceuticals, Inc. (the “Company”) issued a press release announcing the appointment of Judith Matthews as Executive Vice President, Accounting and Finance. Ms. Matthews will assume the role of Chief Financial Officer effective June 1, 2026.

Ms. Matthews will succeed James Gruber and will serve as Chief Financial Officer, Corporate Secretary and Treasurer of the Company effective June 1, 2026. Mr. Gruber will remain in his role with the Company through May 31, 2026 and will subsequently enter into a six-month consulting agreement with the Company.

The selection of Ms. Matthews as Chief Financial Officer was not pursuant to any arrangement or understanding with respect to any other person. There are no family relationships between Ms. Matthews and any director or executive officer of the Company, and there are no transactions between Ms. Matthews and the Company that would be required to be reported under Item 404(a) of Regulation S-K.

Ms. Matthews' compensation package includes an annual base salary of $440,000 and an annual discretionary incentive bonus at a total annual target amount of 45% of base salary, based on the achievement of corporate and/or individual performance targets to be determined and approved by the Board of Directors. As an inducement to her, Ms. Matthews was granted a one-time option under the Company’s equity incentive plan to purchase 37,000 shares of common stock of the Company, vesting in equal annual installments over a period of four years. Ms. Matthews will also be eligible to participate in the benefit plans provided to the Company’s executive officers generally, as well as other benefits that are commonly found in executive employment agreements.

Item 7.01 Regulation FD Disclosure.

On April 16, 2026, the Company issued a press release announcing the appointment of Ms. Matthews, a copy of which is attached hereto as Exhibit 99.1.

The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section and shall not be deemed to be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description

Exhibit 99.1		Press Release dated April 16, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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: April 16, 2026	By:	/s/ James R. Gruber
		James R. Gruber
		Chief Financial Officer and Secretary
		(Principal Financial Officer)

EX-99.1 2 ex_945240.htm EXHIBIT 99.1 PRESS RELEASE RELATING TO CFO APPOINTMENT. ex_945240.htm

Exhibit 99.1

Eton Pharmaceuticals Announces CFO Succession Plan

●

Experienced pharmaceutical executive Judith M. Matthews to assume CFO role on June 1st

DEER PARK, Ill., April 16, 2026 (GLOBE NEWSWIRE) -- Eton Pharmaceuticals, Inc. (“Eton” or the “Company”) (Nasdaq: ETON), an innovative pharmaceutical company focused on developing and commercializing treatments for rare diseases, today announced the appointment of Judith “Judy” Matthews as Executive Vice President, Accounting and Finance. Ms. Matthews will assume the role of Chief Financial Officer effective June 1, 2026.

The Company’s current Chief Financial Officer, James Gruber, will then step down as part of a planned succession. To ensure a seamless transition, Mr. Gruber will remain in his role through May 31, 2026, and will subsequently enter into a six-month consulting agreement with the Company.

“We are pleased to welcome Judy to Eton and believe she will be a valuable addition as we enter our next chapter of growth. She brings deep experience leading finance in growth-focused pharmaceutical companies,” said Sean Brynjelsen, CEO of Eton Pharmaceuticals. “On behalf of the entire Company, I want to thank James for his contributions and dedication over the last four years. He provided exceptional leadership to our finance department through a period of rapid growth and numerous product integrations.”

“Eton’s unique model and impressive execution have set it apart in the industry. I am excited to be joining the organization at such a pivotal time, and I look forward to partnering with the team on the mission to build the largest rare disease portfolio in the United States build Eton into the leading rare disease company in the United States,” said Judy Matthews, Executive Vice President, Accounting and Finance.

Ms. Matthews brings more than 25 years of finance leadership experience, including significant experience at fast-growing pharmaceutical and biotechnology companies. Prior to joining Eton, she served as Chief Financial Officer of Iterum Therapeutics plc from 2015 to 2026. Previously, she was Vice President of Finance at Durata Therapeutics until its acquisition by Actavis plc.

Ms. Matthews holds a B.A. in Accounting from the University of Illinois at Urbana-Champaign and a Master of Management in Finance and Marketing from the Kellogg School of Management at Northwestern University.

About Eton Pharmaceuticals

Eton is an innovative pharmaceutical company focused on developing and commercializing treatments for rare diseases. The Company currently has ten commercial rare disease products: KHINDIVITM, INCRELEX®, ALKINDI SPRINKLE®, DESMODA™, GALZIN®, HEMANGEOL®, PKU GOLIKE®, Carglumic Acid, Betaine Anhydrous, and Nitisinone. The Company has four additional product candidates in late-stage development: Amglidia®, ET-700, ET-800 and ZENEO® hydrocortisone autoinjector. For more information, please visit our website at www.etonpharma.com.

Investor Relations:
Lisa M. Wilson, In-Site Communications, Inc.
T: 212-452-2793

E: lwilson@insitecony.com