Eton Pharma names Grant Thornton as new auditor after clean Crowe exit

Rhea-AI Filing Summary

Eton Pharmaceuticals, Inc. (NASDAQ: ETON) filed a Form 8-K to disclose an auditor transition effective 13 June 2025.

Dismissal of Crowe LLP: The Audit Committee terminated Crowe LLP after only one audit cycle (FY-2024). Crowe’s 2024 opinion was clean (no adverse or qualified opinion), and the firm reported no disagreements or reportable events with management under Item 304(a)(1) of Regulation S-K. Crowe’s required concurrence letter is attached as Exhibit 16.1.

Appointment of Grant Thornton LLP: The Audit Committee simultaneously engaged Grant Thornton LLP as the new independent registered public accounting firm for FY-2025. The company confirms that, during FY-2023, FY-2024, and the subsequent interim period, it did not consult Grant Thornton on any accounting matters or potential opinions prior to the appointment.

Investor takeaways:

• The change appears procedural; the absence of disagreements reduces immediate red-flag risk.
• Auditor turnover after one year may still prompt investors to monitor governance continuity and upcoming audit fees or timelines.
• No financial restatements, outlook changes, or earnings data were disclosed in this filing.

Insights

Corporate Governance Expert

TL;DR: Routine auditor switch; no reported conflicts, modest governance flag.

A one-year auditor tenure is uncommon and warrants monitoring, but the company’s detailed disclosure—affirming no disagreements, clean prior opinion, and inclusion of Crowe’s consent letter—aligns with best practices under Item 304. Grant Thornton is a Top-10 audit firm, potentially offering deeper industry knowledge and internal-control expertise. Because there are no adverse opinions or unresolved issues, the event is largely neutral for shareholder risk. Investors should review the 2025 audit fee schedule and ensure timely issuance of next year’s 10-K to confirm a smooth transition.

Financial Analyst

TL;DR: Neutral financial impact; watch for transition costs.

This 8-K contains no earnings revisions, guidance changes, or capital-market actions. Historically, auditor changes do not affect valuation unless tied to accounting disputes, which management states do not exist. Potential incremental costs from switching to Grant Thornton are unlikely to be material for Eton’s market cap. Still, quick auditor turnover can cause modest investor uncertainty until the first Grant Thornton opinion is issued. Overall, I assess limited share-price impact barring future disclosures.

false 0001710340 0001710340 2025-06-13 2025-06-13

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

June 13, 2025

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 4.01. Changes in Registrant’s Certifying Accountant.

(a) Dismissal of Previous Independent Registered Public Accounting Firm.

(i) On June 13, 2025, the Company dismissed Crowe LLP as the Company’s independent registered public accounting firm, effective June 13, 2025. The decision to terminate Crowe LLP as the Company’s independent registered public accounting firm was approved by the Company's Audit Committee (the “Audit Committee”) of the Board of Directors of the Company at a meeting held on June 13, 2025.

(ii) The Crowe LLP report on the Company’s financial statements for the year ended December 31, 2024 did not contain an adverse opinion or a disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles.

(iii) Crowe LLP was engaged by the Company on June 14, 2024, and served as the Company’s independent accountant for the fiscal year ended December 31, 2024. Crowe LLP did not audit the Company’s financial statements for any other fiscal year. From the date of Crowe LLP’s engagement, during the Company’s most recent fiscal year ended December 31, 2024 and the subsequent interim period through the date of this Current Report on Form 8-K, there were no disagreements, within the meaning of Item 304(a)(1)(iv) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended (“Regulation S-K”), and the related instructions thereto, with Crowe LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Crowe LLP, would have caused it to make reference to the subject matter of the disagreements in connection with its reports. Also, during this same period, there were no reportable events within the meaning of Item 304(a)(1)(v) of Regulation S-K and the related instructions thereto.

(iv) The Company provided Crowe LLP with the disclosures under this Item 4.01(a) and requested Crowe LLP to furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made by the Company in this Item 4.01(a) and, if not, stating the respects in which it does not agree. Crowe LLP’s letter is filed as Exhibit 16.1 to this Current Report on Form 8-K.

(b) Appointment of New Independent Registered Public Accounting Firm.

(i) On June 13, 2025, the Audit Committee approved the appointment of Grant Thornton LLP (“Grant Thornton”) as the Company’s new independent registered public accounting firm for the Company's fiscal year ended December 31, 2025. The Company notified Grant Thornton on June 13, 2025, that it would be engaged as the Company’s independent registered public accounting firm.

(ii) During the fiscal years ended December 31, 2023 and 2024 and the subsequent interim period through the Date of this Report, neither the Company, nor anyone on its behalf, consulted Grant Thornton regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the financial statements of the Company, and neither a written report nor oral advice was provided to the Company that Grant Thornton concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as described in Item 304(a)(1)(v) of Regulation S-K).

2

Item 9.01: Financial Statements and Exhibits.

Exhibit No.		Description
Exhibit 16.1		Letter from Crowe LLP, dated June 20, 2025
Exhibit 104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

3

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: June 20, 2025	By:	/s/ James R. Gruber
		James R. Gruber
		Chief Financial Officer and Secretary
		(Principal Financial Officer)

4

FAQ

Why did ETON dismiss Crowe LLP as its auditor?

The filing states only that the Audit Committee decided on 13 June 2025 to dismiss Crowe LLP; no disagreements or adverse opinions were reported.

When does Grant Thornton’s engagement as ETON’s auditor begin?

Grant Thornton LLP was appointed on 13 June 2025 and will audit the fiscal year ending 31 December 2025.

Were there any accounting disagreements between ETON and Crowe LLP?

No. The company reports no disagreements on accounting principles, disclosures, or audit scope during Crowe’s tenure.

Does the 8-K include any financial restatements or earnings data?

No. The filing is limited to the auditor change and does not contain financial results or restatements.

Where can investors find Crowe LLP’s concurrence letter?

The letter is filed as Exhibit 16.1 to this Form 8-K, dated 20 June 2025.