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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

 

October
13, 2020

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
  (Commission   (I.R.S.
Employer
of
incorporation)
  File
Number)
  Identification
Number)

 

21925
W. Field Parkway, Suite 235

Deer
Park, Illinois 60010-7208

(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 [X]

 

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. [X]

 

 

 

Item
1.01 Entry into a Material Definitive Agreement.

 

On
October 14, 2020, Eton Pharmaceuticals, Inc. (NASDAQ: ETON) (“Eton” or the “Company”), entered into an
underwriting agreement (the “Underwriting Agreement”) with National Securities Corporation (the “Underwriter”),
relating to an underwritten public offering of 2,800,000 shares of common stock, $0.001 par value, at a public offering
price of $7.00 per share. Under the terms of the Underwriting Agreement, the Company granted the Underwriter a 45-day over-allotment
option to purchase up to an additional 420,000 shares of its common stock. The Company expects the gross proceeds of the
offering will be approximately $19.6 million (or $22.5 million assuming exercise of the underwriter’s over-allotment
option in full) before deducting the underwriting discount and offering expenses payable by the Company.

 

The
Underwriting Agreement includes customary representations, warranties and covenants by the Company and customary conditions to
closing, obligations of the parties and termination provisions. Additionally, under the terms of the Underwriting Agreement, the
Company has agreed to indemnify the Underwriter against certain liabilities, including liabilities under the Securities Act of
1933, as amended, or to contribute to payments the Underwriter may be required to make in respect of these liabilities.

 

The
shares of common stock are being sold pursuant to a shelf registration statement filed with the Securities and Exchange Commission
(“SEC”), which became effective on December 16, 2019 (File No. 333-235329). A preliminary prospectus supplement relating
to the offering was filed with the Securities and Exchange Commission on October 13, 2020, and a final prospectus supplement will
be filed with the SEC. The closing of the offering is expected to take place on or about October 16, 2020, subject to the satisfaction
of customary closing conditions.

 

A
copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated herein by reference. The foregoing description
of the material terms of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference
to such exhibit.

 

A
copy of the legal opinion and consent of Croke Fairchild Morgan & Beres LLC, relating to the shares of common stock sold in
the offering is attached hereto as Exhibit 5.1.

 

Item
8.01 Other Events

 

Eton
issued a press release on October 13, 2020 announcing the public offering and a press release on October 14, 2020 announcing the
pricing of the public offering. The press releases are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated
herein by reference.

 

Item
9.01 Financial Statements and Exhibits

 

(d) Exhibits. Method
Filing

 

The
following exhibits are filed with this report:

 

 

 

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:
October 14, 2020
By: /s/
W. Wilson Troutman
    W.
Wilson Troutman
    Chief
Financial Officer and Secretary
    (Principal
Financial Officer)

 

 

 

 

Exhibit
1.1

 

ETON
PHARMACEUTICALS, INC.

 

2,800,000
SHARES OF COMMON STOCK

 

UNDERWRITING
AGREEMENT

 

October
14, 2020

 

National
Securities Corporation

200
Vesey Street
25th Floor
New York, NY 10281

 

Ladies
and Gentlemen:

 

Eton
Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions
stated in this agreement (this “Agreement”), to issue and sell to National Securities Corporation (the “Underwriter”),
an aggregate of 2,800,000 authorized but unissued shares (the “Firm Shares”) and, at the election of the Underwriter,
up to 420,000 additional shares (the “Additional Shares”), in each case of common stock, par value $0.001 per
share (the “Common Stock”) of the Company, in an offering under its registration statement on Form S-3 (File
No. 333-235329) (the Firm Shares and the Additional Shares being collectively called the “Shares”).

 

The
Company and the Underwriter hereby confirm their agreement with respect to the purchase and sale of the Shares as follows:

 

1.
REGISTRATION STATEMENT AND PROSPECTUS. The Company
has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement
on Form S-3 (File No. 333-235329) under the Securities Act of 1933, as amended (the “Securities Act”), and
the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to
such registration statement as may have been required to the date of this Agreement. Such registration statement has been declared
effective by the Commission. Such registration statement, at any given time, including amendments thereto at such time, the exhibits
and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under
the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by
Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration
Statement
.” The Registration Statement at the time it originally became effective is herein called the “Original
Registration Statement
.”

 

The
Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating
to the Shares to a form of prospectus included in the Registration Statement in the form heretofore delivered to the Underwriter.
Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.”
Such supplemental form of prospectus, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including
the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus
which is filed or used prior to filing the Prospectus is hereinafter called a “Preliminary Prospectus.” Any
reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to include the documents
incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus.

 

 

For
purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the
Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission
pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”). All references in this
Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus
shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), which is deemed to be incorporated by reference therein or otherwise deemed by the Rules
and Regulations to be a part thereof.

 

2.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

 

(a)
The Company represents and warrants to, and agrees
with, the Underwriter as follows:

 

(i)
No order preventing or suspending the use of
the Registration Statement, any Preliminary Prospectus or the Prospectus has been issued by the Commission and each such document,
at the time of filing or the time of first use within the meaning of the Rules and Regulations, complied in all material respects
with the requirements of the Securities Act and the Rules and Regulations and did not contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading; except that the foregoing shall not apply to statements in or
omissions from the Registration Statement, any Preliminary Prospectus or the Prospectus made in reliance upon and in conformity
with written information furnished to the Company by the Underwriter specifically for use in the preparation thereof.

 

(ii)
The Company has complied to the Commission’s
satisfaction with all requests of the Commission for additional or supplemental information, if any. The Registration Statement
has become and remains effective as provided in Section 8 of the Securities Act. No stop order suspending the effectiveness of
the Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the knowledge
of the Company, are contemplated or threatened by the Commission.

 

 

(iii)
Each part of the Registration Statement and any
post-effective amendment thereto, at the time such part became effective (including each deemed effective date with respect to
the Underwriter pursuant to Rule 430B under the Securities Act), at all other subsequent times until the expiration of the Prospectus
Delivery Period (as defined below), and at the Closing Date (as hereinafter defined), and the Prospectus (or any amendment or
supplement to the Prospectus), at the time of filing or the time of first use within the meaning of the Rules and Regulations,
at all subsequent times until expiration of the Prospectus Delivery Period, and at the Closing Date complied and will comply in
all material respects with the applicable requirements and provisions of the Securities Act, the Rules and Regulations and the
Exchange Act and did not and will not contain any untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein not misleading. The Prospectus, as amended or supplemented, as
of its date, or the time of first use within the meaning of the Rules and Regulations, at all subsequent times until the expiration
of the Prospectus Delivery Period, and at the Closing Date, did not and will not contain any untrue statement of a material fact
or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which
they were made, not misleading. The interactive data in eXtensible Business Reporting Language included or incorporated by reference
in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and is prepared
in accordance with the rules and regulations of the Commission applicable thereto. The representations and warranties set forth
in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any post-effective
amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with written
information relating to the Underwriter furnished to the Company by the Underwriter specifically for use in the preparation thereof.

 

(iv)
Neither (A) the Issuer General Free Writing Prospectus(es)
issued at or prior to the Time of Sale, the Statutory Prospectus and the information set forth in Schedule I to this Agreement,
all considered together (collectively, the “Time of Sale Disclosure Package”), and together with the price
to the public, the number of Firm Shares and the number of Additional Shares to be included on the cover page of the Prospectus
nor (B) any individual Issuer Limited-Use Free Writing Prospectus, when considered together with the Time of Sale Disclosure Package,
includes or included as of the Time of Sale any untrue statement of a material fact or omits or omitted as of the Time of Sale
to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they
were made, not misleading. The preceding sentence does not apply to statements in or omissions from any Statutory Prospectus included
in the Registration Statement or any Issuer Free Writing Prospectus made in reliance upon and in conformity with written information
furnished to the Company by the Underwriter specifically for use in the preparation thereof. As used in this paragraph and elsewhere
in this Agreement:

 

(1)
Time of Sale” means 8:30
a.m. (Eastern time) on the date of this Agreement.

 

 

(2)
Statutory Prospectus” as
of any time means the Preliminary Prospectus that is included in the Registration Statement immediately prior to that time. For
purposes of this definition, information contained in a form of prospectus that is deemed retroactively to be a part of the Registration
Statement pursuant to Rule 430B under the Securities Act shall be considered to be included in the Statutory Prospectus as of
the actual time that form of prospectus is filed with the Commission pursuant to Rule 424(b) under the Securities Act.

 

(3)
Issuer Free Writing Prospectus
means any “issuer free writing prospectus,” as defined in Rule 433 under the Securities Act, relating to the Securities
that (A) is required to be filed with the Commission by the Company, or (B) is exempt from filing pursuant to Rule 433(d)(5)(i)
under the Securities Act because it contains a description of the Shares or of the offering that does not reflect the final terms,
in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained
in the Company’s records pursuant to Rule 433(g) under the Securities Act.

 

(4)
Issuer General Free Writing Prospectus
means any Issuer Free Writing Prospectus that is intended for general distribution to prospective investors, as evidenced by its
being specified in Schedule II to this Agreement.

 

(5)
Issuer Limited-Use Free Writing Prospectus
means any Issuer Free Writing Prospectus that is not an Issuer General Free Writing Prospectus.

 

(v)
(A) Each Issuer Free Writing Prospectus, as of
its date and at all subsequent times through the Prospectus Delivery Period or until any earlier date that the Company notified
or notifies the Underwriter as described in Section 4(a)(iii)(B), did not, does not and will not include any information that
conflicted, conflicts or will conflict with the information contained in the Registration Statement, any Statutory Prospectus
or the Prospectus. The foregoing sentence does not apply to statements in or omissions from any Issuer Free Writing Prospectus
made in reliance upon and in conformity with written information furnished to the Company by the Underwriter specifically for
use in the preparation thereof.

 

(B)
At the earliest time after the filing of the
Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2)
under the Securities Act) of the Shares and at the date hereof, the Company was not and is not an “ineligible issuer,”
as defined in Rule 405 under the Securities Act, including the Company during the preceding three years not having been convicted
of a felony or misdemeanor or having been made the subject of a judicial or administrative decree or order as described in Rule
405 (without taking account of any determination by the Commission pursuant to Rule 405 that it is not necessary that the Company
be considered an ineligible issuer), nor an “excluded issuer” as defined in Rule 164 under the Securities Act.

 

 

(C)
Each Issuer Free Writing Prospectus satisfied,
as of its issue date and at all subsequent times through the Prospectus Delivery Period, all other conditions to use thereof as
set forth in Rules 164 and 433 under the Securities Act.

 

(vi)
The financial statements of the Company, together
with the related notes, included or incorporated by reference in the Registration Statement, the Time of Sale Disclosure Package
and the Prospectus comply in all material respects with the requirements of the Securities Act and the Exchange Act and fairly
present in all material respects the financial condition of the Company as of the dates indicated and the results of operations
and changes in cash flows for the periods therein specified (subject to normal year-end audit adjustments for interim financial
statements) and have been prepared in conformity with generally accepted accounting principles in the United States of America
consistently applied throughout the periods involved; and the supporting schedules included in the Registration Statement, if
any, present fairly in all material respects the information required to be stated therein. No other financial statements or schedules
are required to be included in the Registration Statement, the Time of Sale Disclosure Package or the Prospectus. There is no
pro forma or as adjusted financial information which is required to be included in the Registration Statement, the Time of Sale
Disclosure Package, or the Prospectus or a document incorporated by reference therein in accordance with the Securities Act and
the Rules and Regulations which has not been included or incorporated as so required. To the Company’s knowledge, KMJ Corbin
& Company, LLP, which has expressed its opinion with respect to the audited financial statements and schedules filed as a
part of the Registration Statement and included in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus,
is an independent public accounting firm within the meaning of the Securities Act and the Rules and Regulations and such accountant
is not in violation of the auditor independence requirements of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”).

 

(vii)
The Company has been duly organized under the
laws of its jurisdiction of organization. The Company is validly existing as a corporation (or as applicable, such other legal
entity) in good standing under the laws of its jurisdiction of organization. The Company has the corporate (or as applicable,
such other legal entity) power and authority to own its properties and conduct its business as currently being carried on and
as described in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, and is duly qualified to do
business as a foreign corporation (or other legal entity) in good standing in each jurisdiction in which it owns or leases real
property or in which the conduct of its business makes such qualification necessary and in which the failure to so qualify would
result in a Material Adverse Change (as defined below) or affect its ability to execute or perform its obligations under this
Agreement.

 

(viii)
Subsequent to the respective dates as of which
information is given in the Time of Sale Disclosure Package, the Company has not incurred any liabilities or obligations, direct
or contingent, which are material to the Company, entered into any transactions not in the ordinary course of business which are
material to the Company, declared or paid any dividends or made any distribution of any kind with respect to its capital stock;
there has not been any change in the capital stock (other than a change in the number of outstanding shares of Common Stock due
to the issuance of shares upon the exercise or conversion of outstanding options, warrants or convertible notes or vesting of
any outstanding restricted stock units), any material change in the Company’s short-term or long-term debt except for the
extinguishment thereof, any issuance of options, warrants, convertible securities or other rights to purchase the capital stock
of the Company or any material adverse change in the financial condition, business, prospects, property, operations or results
of operations of the Company (“Material Adverse Change”).

 

 

(ix)
There is not pending or, to the knowledge of
the Company, threatened or contemplated, any action, suit or proceeding to which the Company is a party or of which any property
or assets of the Company is the subject before or by any court or governmental agency, authority or body, or any arbitrator, which,
individually or in the aggregate, would result in any Material Adverse Change.

 

(x)
This Agreement has been duly authorized, executed
and delivered by the Company, and constitutes a valid, legal and binding obligation of the Company, enforceable in accordance
with its terms, except as rights to indemnity hereunder may be limited by federal or state securities laws and except as such
enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the rights of creditors generally
and subject to general principles of equity. The execution, delivery and performance of this Agreement and the consummation of
the transactions herein contemplated will not result in a breach or violation of any of the terms and provisions of, or constitute
a default under, any statute, any agreement or instrument to which the Company is a party or by which it is bound or to which
any of its property is subject, or any order, rule, regulation or decree of any court or governmental agency or body having jurisdiction
over the Company or any of its properties, except in each case for violations and defaults that, individually or in the aggregate,
would not reasonably be expected to result in a Material Adverse Change. The execution, delivery and performance of this Agreement
and the consummation of the transactions herein contemplated will not result in a breach or violation of any of the terms and
provisions of, or constitute a default under, the Company’s charter or bylaws, in each case as in effect on the date hereof.
No consent, approval, authorization or order of, or filing with, any court or governmental agency or body is required for the
execution, delivery and performance of this Agreement or for the consummation of the transactions contemplated hereby, including
the issuance or sale of the Shares by the Company, except such as have been obtained or may be required under the Securities Act,
state securities or blue sky laws, or the rules of the Financial Industry Regulatory Authority (“FINRA”) or
the NASDAQ Global Market, or consents that, if not obtained, would not, individually or in the aggregate, have a material adverse
effect on the Company’s ability to consummate the transactions contemplated hereby; and the Company has the power and authority
to enter into this Agreement and to authorize, issue and sell the Shares as contemplated by this Agreement.

 

 

(xi)
All of the issued and outstanding shares of capital
stock of the Company, including the outstanding shares of Common Stock and preferred stock, if any, are duly authorized and validly
issued, fully paid and non-assessable, have been issued in compliance with all federal and state securities laws, were not issued
in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been
waived in writing (a copy of which has been delivered to counsel to the Underwriter); the Shares which may be sold hereunder by
the Company have been duly authorized for issuance and sale to the Underwriter pursuant to this Agreement, and when issued and
delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued,
fully paid and non-assessable and not subject to any preemptive or other similar rights of any security holder of the Company;
and the Shares conform to the description thereof contained in the Registration Statement, in the Time of Sale Disclosure Package
and in the Prospectus and such description conforms in all material respects to the rights set forth in the instruments defining
the same. There are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or
transfer of, any shares of the capital stock of the Company pursuant to the Company’s charter, bylaws or any agreement or
other instrument to which the Company is a party or by which the Company is bound. The offering and sale of the Shares as contemplated
by this Agreement does not give rise to any rights for or relating to the registration of any shares of Common Stock or other
securities of the Company that have not been waived. Except as described in the Registration Statement, in the Time of Sale Disclosure
Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase
or acquire from the Company any shares of the capital stock of the Company. The Company has an authorized and outstanding capitalization
as set forth in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus.

 

(xii)
The Company holds, and is operating in compliance
in all material respects with, all franchises, grants, authorizations, licenses, permits, easements, consents, certificates and
orders of any governmental or self-regulatory body, including, without limitation, the U.S. Food and Drug Administration (“FDA”),
the European Medicines Agency and comparable regulatory authorities outside of the United States, (collectively, “Regulatory
Authorities
”) required for the conduct of its business as described in the Registration Statement, in the Time of Sale
Disclosure Package and in the Prospectus, except for such franchises, grants, authorizations, licenses, permits, easements, consents,
certificates and orders the failure of which to hold or operate in compliance with would not result in a Material Adverse Change,
and all such franchises, grants, authorizations, licenses, permits, easements, consents, certifications and orders are valid and
in full force and effect, except in each case as would not result in a Material Adverse Change; and the Company is in compliance
with all applicable federal, state, local and foreign laws, regulations, orders and decrees, except in each case as would not
result in a Material Adverse Change.

 

 

(xiii)
As to each product subject to the jurisdiction
of the U.S. Food and Drug Administration (“FDA”) under the Federal Food, Drug and Cosmetic Act, as amended,
and the regulations thereunder (“FDCA”) that is manufactured, packaged, labeled, tested, distributed, sold,
and/or marketed by the Company or on behalf of the Company by a contract manufacturing organization (“CMO”)
engaged by the Company (each such product, a “Pharmaceutical Product”), such Pharmaceutical Product is being
manufactured, packaged, labeled, tested, distributed, sold and/or marketed by the Company or CMO in compliance with all applicable
requirements under FDCA and similar laws, rules and regulations relating to registration, investigational use, premarket clearance,
licensure, or application approval, good manufacturing practices, good laboratory practices, good clinical practices, product
listing, quotas, labeling, advertising, record keeping and filing of reports, except where the failure to be in compliance would
not have a Material Adverse Change. There is no pending, completed or, to the Company’s knowledge, threatened, action (including
any lawsuit, arbitration, or legal or administrative or regulatory proceeding, charge, complaint, or investigation) against the
Company or any CMO concerning any Pharmaceutical Product, and none of the Company or any CMO has received any notice, warning
letter or other communication from the FDA or any other governmental entity, which, with regard to any Pharmaceutical Product
(i) contests the premarket clearance, licensure, registration, or approval of, the uses of, the distribution of, the manufacturing
or packaging of, the testing of, the sale of, or the labeling and promotion, (ii) withdraws its approval of, requests the recall,
suspension, or seizure of, or withdraws or orders the withdrawal of advertising or sales promotional materials, (iii) imposes
a clinical hold on any clinical investigation by the Company or any CMO, (iv) enjoins production at any facility of the Company
or any CMO, (v) enters or proposes to enter into a consent decree of permanent injunction with the Company or any CMO, or (vi)
otherwise alleges any violation of any laws, rules or regulations by the Company or any CMO, and which, either individually or
in the aggregate, would have a Material Adverse Change. The properties, business and operations of the Company and its CMOs have
been and are being conducted in all material respects in accordance with all applicable laws, rules and regulations of the FDA.
The Company has not been informed by the FDA that the FDA will prohibit the marketing, sale, license or use in the United States
of any product proposed to be developed, produced or marketed by the Company nor has the FDA expressed any concern as to approving
or clearing for marketing any product being developed or proposed to be developed by the Company.

 

 

(xiv)
The clinical and pre-clinical trials conducted
by or, to the knowledge of the Company, on behalf of or sponsored by the Company, or in which the Company has participated, that
are described in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, or the results of which are
referred to in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, as applicable, were, and if
still pending are, being conducted in all material respects in accordance with standard medical and scientific research standards
and procedures for products or product candidates comparable to those being developed by the Company and all applicable statutes
and all applicable rules and regulations of the FDA and comparable Regulatory Authorities outside of the United States to which
they are subject, including the European Medicines Agency, and, to the extent applicable, current Good Clinical Practices and
Good Laboratory Practices; (ii) the descriptions in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus
of the results of such studies and tests are accurate and complete descriptions in all material respects and fairly present the
data derived therefrom; (iii) the Company has no knowledge of any other trials not described in the Registration Statement, the
Time of Sale Disclosure Package and the Prospectus, the results of which are inconsistent with or call into question the results
described or referred to in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus; (iv) the Company
has operated at all times and are currently in compliance in all material respects with all applicable statutes, rules and regulations
of the Regulatory Authorities; and (v) the Company has not received any written notices, correspondence or other communications
from the Regulatory Authorities or any other governmental agency requiring or threatening the termination, material modification
or suspension of any clinical or pre-clinical trials that are described in the Registration Statement, the Time of Sale Disclosure
Package and the Prospectus or the results of which are referred to in the Registration Statement, the Time of Sale Disclosure
Package and the Prospectus, other than ordinary course communications with respect to modifications in connection with the design
and implementation of such trials, and, to the Company’s knowledge, there are no reasonable grounds for the same.

 

(xv)
The Company has not failed to file with the Regulatory
Authorities any required filing, declaration, listing, registration, report or submission with respect to the Company’s
product candidates that are described or referred to in the Registration Statement, the Time of Sale Disclosure Package and the
Prospectus; all such filings, declarations, listings, registrations, reports or submissions were in material compliance with applicable
laws when filed; and no deficiencies regarding compliance with applicable law have been asserted by any applicable regulatory
authority with respect to any such filings, declarations, listings, registrations, reports or submissions.

 

(xvi)
Nothing has come to the attention of the Company
that has caused the Company to believe that the statistical and market-related data included in the Registration Statement, the
Time of Sale Disclosure Package and the Prospectus is not based on or derived from sources that are reliable and accurate in all
material respects.

 

 

(xvii)
The Company has good and marketable title to
all personal property described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus as
being owned by the Company, which are material to the business of the Company, in each case free and clear of all material liens,
claims, security interests, other encumbrances or defects except such as are described in the Registration Statement, in the Time
of Sale Disclosure Package and in the Prospectus and except as do not interfere in any material respect with the conduct of the
business of the Company and as would not result in a Material Adverse Change. The property held under lease by the Company is
held by it under valid, subsisting and enforceable leases with only such exceptions with respect to any particular lease as do
not interfere in any material respect with the conduct of the business of the Company and as would not result in a Material Adverse
Change.

 

(xviii)
The Company owns, possesses or licenses all patents,
patent applications, trademarks, service marks, tradenames, trademark registrations, service mark registrations, copyrights, licenses,
inventions, trade secrets and rights necessary for the conduct of the business of the Company as currently carried on and as described
in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, except for any such items that the
failure to so own, possess or license would not result in a Material Adverse Change; there is no pending or, to the knowledge
of the Company, threatened action, suit or proceeding that the Company infringes or otherwise violates any patents, patent applications,
trademarks, service marks, tradenames, trademark registrations, service mark registrations, copyrights, licenses, inventions,
trade secrets or other similar rights of others, except for any pending or threatened action, suit or proceeding as would not
result in a Material Adverse Change.

 

(xix)
The Company is not (A) in violation of its respective
charter or bylaws, in each case as in effect on the date hereof, or (B) in breach of or otherwise in default, and, to the Company’s
knowledge, no event has occurred which, with notice or lapse of time or both, would constitute such a default, in the performance
of any material obligation, agreement or condition contained in any bond, debenture, note, indenture, loan agreement or any other
material contract, lease or other instrument to which it is subject or by which any of them may be bound, or to which any of the
material property or assets of the Company is subject, except for any breach or default that would not result in a Material Adverse
Change.

 

(xx)
The Company has timely filed all federal, state
and local income tax returns required to be filed and are not in default in the payment of any taxes which were payable pursuant
to said returns or any assessments with respect thereto, other than any which the Company is contesting in good faith, except
in each case where the failure to so file or pay would not result in a Material Adverse Change.

 

 

(xxi)
The Company has not distributed and will not
distribute any prospectus or other offering material in connection with the offering and sale of the Shares other than any Preliminary
Prospectus, the Time of Sale Disclosure Package or the Prospectus or other materials permitted by the Securities Act to be distributed
by the Company; provided, however, that, except as set forth on Schedule II, the Company has not made and
will not make any offer relating to the Shares that would constitute a “free writing prospectus” as defined in Rule
405 under the Securities Act, except in accordance with the provisions of Section 4(a)(xiv) of this Agreement.

 

(xxii)
The Common Stock is registered pursuant to Section
12(b) of the Exchange Act and is listed on the NASDAQ Global Market and the Company has taken no action designed to, or likely
to have the effect of, terminating the registration of the Common Stock under the Exchange Act or delisting the Common Stock from
the NASDAQ Global Market nor has the Company received any notification that the Commission or the NASDAQ Global Market is contemplating
terminating such registration or listing. To the Company’s knowledge, it has complied in all material respects with the
applicable requirements of the NASDAQ Global Market for maintenance of inclusion of the Common Stock on the NASDAQ Global Market.

 

(xxiii)
The Company has no subsidiaries (as such term
is defined in Rule 1-02 of Regulation S-X promulgated by the Commission).

 

(xxiv)
The Company maintains a system of internal accounting
controls designed to provide reasonable assurances that (A) transactions are executed in accordance with management’s general
or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity
with generally accepted accounting principles in the United States of America and to maintain accountability for assets; (C) access
to assets is permitted only in accordance with management’s general or specific authorization; and (D) the recorded accountability
for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.
Since December 31, 2019, there has been (i) no material weakness or significant deficiencies in the Company’s internal control
over financial reporting (whether or not remediated), and (ii) no change in the Company’s internal control over financial
reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over
financial reporting.

 

(xxv)
Other than as contemplated by this Agreement,
the Company has not incurred any liability for any finder’s or broker’s fee or agent’s commission in connection
with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.

 

 

(xxvi)
The Company carries, or is covered by, insurance
in such amounts and covering such risks as the Company reasonably believes is adequate for the conduct of its business and the
value of its properties and as is customary for companies engaged in similar businesses in similar industries.

 

(xxvii)
The Company is not and, after giving effect to
the offering and sale of the Shares, will not be an “investment company,” as such term is defined in the Investment
Company Act of 1940, as amended.

 

(xxviii)
As of the filing date of the Registration Statement
and as of any update of the Registration Statement pursuant to Section 10(a)(3) of the Securities Act (including the filing of
any Annual Report on Form 10-K), the Company was eligible to file a “shelf” registration statement on Form S-3 with
the Commission.

 

(xxix)
The issuance of the Firm Shares and the Additional
Shares is eligible to be registered pursuant to the Prospectus filed as a part of the Registration Statement.

 

(xxx)
The documents filed under the Exchange Act and
incorporated by reference in the Time of Sale Disclosure Package, the Registration Statement and in the Prospectus, when they
were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act, as applicable, and
were filed on a timely basis with the Commission and none of such documents contained an untrue statement of a material fact or
omitted to state a material fact necessary to make the statements therein, in light of the circumstances under which they were
made, not misleading; any further documents so filed and incorporated by reference in the Time of Sale Disclosure Package, the
Registration Statement or in the Prospectus, when such documents are filed with the Commission, will conform in all material respects
to the requirements of the Exchange Act, and will not contain an untrue statement of a material fact or omit to state a material
fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

 

(xxxi)
The Company is in substantial compliance with
all applicable provisions of the Sarbanes-Oxley Act and the rules and regulations of the Commission thereunder that are effective
with respect to the Company on the date of this Agreement, except where such noncompliance would not, individually or in the aggregate,
result in a Material Adverse Change.

 

(xxxii)
The Company has established disclosure controls
and procedures (as defined in Rules 13a-14 and 15d-14 under the Exchange Act) designed to provide reasonable assurance that material
information relating to the Company is made known to the principal executive officer and the principal financial officer, and
such disclosure controls and procedures were effective as of the last date of the most recent fiscal quarter for which the Company
has filed a quarterly or annual report with the Commission.

 

 

(xxxiii)
Neither the Company nor, to the knowledge of
the Company, any of its directors, officers, agents, employees, affiliates or other person acting on its behalf is aware of or
has taken any action, directly or indirectly, that has violated or would result in a violation by such persons of the Foreign
Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”), including,
without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of
an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization
of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign
political party or official thereof or any candidate for foreign political office, in contravention of the FCPA.

 

(xxxiv)
The operations of the Company have been conducted
at all times, in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions
Reporting Act of 1970, as amended, the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder
and any related or similar applicable rules, regulations or guidelines, issued, administered or enforced by any governmental agency
(collectively, the “Money Laundering Laws”); and no action, suit or proceeding by or before any court or governmental
agency, authority or body or any arbitrator involving the Company with respect to the Money Laundering Laws is pending or, to
the knowledge of the Company, threatened.

 

(xxxv)
The Company is not currently subject to any U.S.
sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and
the Company will not directly or indirectly use the proceeds of this offering of the Shares contemplated hereby, or lend, contribute
or otherwise make available such proceeds to any current or future subsidiary, joint venture partner or other person or entity,
for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

 

(xxxvi)
No approval of the stockholders of the Company
under the rules and regulations of NASDAQ Global Market is required for the Company to issue and deliver the Shares to the Underwriter
pursuant to this Agreement.

 

(b)
Any certificate signed by any officer of the
Company and delivered to the Underwriter shall be deemed a representation and warranty by the Company to the Underwriter as to
the matters covered thereby.

 

3.
PURCHASE, SALE AND DELIVERY OF SHARES.

 

(a)
On the basis of the representations, warranties
and agreements herein contained, but subject to the terms and conditions herein set forth, (i) the Company agrees to issue and
sell to the Underwriter, and the Underwriter agrees to purchase from the Company, at a purchase price equal to $6.58 per share
(the “Per Share Price”), the number of Firm Shares as set forth opposite the name of the Underwriter on Schedule
III hereto, and (ii) in the event and to the extent that the Underwriter shall exercise the election to purchase Additional Shares
as provided below, the Company agrees to issue and sell to the Underwriter, and the Underwriter agrees to purchase from the Company,
at the Per Share Price, that number of Additional Shares as to which such election shall have been exercised.

 

 

As
referenced in this Section 3(a)(ii) above, the Company hereby grants to the Underwriter the option to purchase from the Company
the Additional Shares, at the Per Share Price. This option may be exercised by the Underwriter in whole or in part at any time
(but not more than once) on or before the date that is forty-five (45) days following the date hereof, by written notice to the
Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and
the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the “Option
Closing Date
”); provided, however, that the Option Closing Date shall not be earlier than the Closing
Date nor later than two business days after the date on which the option shall have been exercised unless the Company and the
Underwriter otherwise agree in writing.

 

Payment
of the purchase price and delivery for the Additional Shares shall be made at the Option Closing Date in the same manner and at
the same office as the payment for the Firm Shares as set forth in Section 3(b) below.

 

(b)
The Shares will be delivered by the Company to,
or as directed by, the Underwriter and the Underwriter shall deliver or cause to be delivered to the Company, by wire transfer,
same-day funds payable to the order of the Company equal to the aggregate purchase price for the Firm Shares or the Additional
Shares, as appropriate, at the offices of National Securities Corporation, 200 Vesey Street, 25th Floor, New York, NY 10281, or
such other location as directed by the Underwriter and may be mutually acceptable, (1) with respect to the Firm Shares, at 11:00
a.m. Eastern time on the third (or if the Firm Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, on
or after 4:30 p.m. Eastern time, the fourth) full business day following the date hereof, or at such other time and date as the
Underwriter and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act (such time and date of delivery being
herein referred to as the “Closing Date”) and (2) with respect to the Additional Shares, at 11:00 a.m. Eastern
time on the Option Closing Date. If the Underwriter so elects, delivery of the Shares may be made by credit through full fast
transfer to the account at The Depository Trust Company designated by the Underwriter.

 

4.
COVENANTS.

 

(a)
The Company covenants and agrees with the Underwriter
as follows:

 

(i)
During the period beginning on the date hereof
and ending on the later of the Closing Date or such date, as in the opinion of counsel for the Underwriter and counsel for the
Company, the Prospectus is no longer required by law to be delivered (or in lieu thereof the notice referred to in Rule 173(a)
under the Securities Act is no longer required to be provided), in connection with sales by an underwriter or dealer (the “Prospectus
Delivery Period
”), prior to amending or supplementing the Registration Statement, the Time of Sale Disclosure Package
or the Prospectus, the Company shall furnish to the Underwriter for review a copy of each such proposed amendment or supplement.

 

 

(ii)
During the Prospectus Delivery Period, the Company
shall promptly advise the Underwriter in writing (i) of the receipt of any comments of, or requests for additional or supplemental
information from, the Commission, (ii) of the time and date of any filing of any post-effective amendment to the Registration
Statement or any amendment or supplement to any Preliminary Prospectus, the Time of Sale Disclosure Package or the Prospectus,
(iii) of the time and date that any post-effective amendment to the Registration Statement becomes effective and (iv) of the issuance
by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment
thereto or of any order preventing or suspending its use or the use of any Preliminary Prospectus, the Time of Sale Disclosure
Package, the Prospectus or any Issuer Free Writing Prospectus, or of any proceedings to remove, suspend or terminate from listing
or quotation the Common Stock from any securities exchange upon which it is listed for trading or included or designated for quotation,
or of the threatening or initiation of any proceedings for any of such purposes. If the Commission shall enter any such stop order
at any time, the Company will use its reasonable efforts to obtain the lifting of such order at the earliest possible moment.
Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b), 430A and 430B, as applicable, under
the Securities Act and will use its reasonable efforts to confirm that any filings made by the Company under Rule 424(b) or Rule
433 were received in a timely manner by the Commission (without reliance on Rule 424(b)(8) or Rule 164(b)).

 

(iii)
(A) During the Prospectus Delivery Period, the
Company will comply as far as it is reasonably able with all requirements imposed upon it by the Securities Act, as now and hereafter
amended, and by the Rules and Regulations, as from time to time in force, and by the Exchange Act so far as necessary to permit
the continuance of sales of or dealings in the Shares as contemplated by the provisions hereof, the Time of Sale Disclosure Package,
and the Registration Statement and the Prospectus. If during such period any event occurs as a result of which the Prospectus
(or if the Prospectus is not yet available to prospective purchasers, the Time of Sale Disclosure Package) would include an untrue
statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances
then existing, not misleading, or if during such period it is necessary or appropriate in the opinion of the Company or its counsel
or the Underwriter or counsel to the Underwriter to amend the Registration Statement or supplement the Prospectus (or if the Prospectus
is not yet available to prospective purchasers, the Time of Sale Disclosure Package) to comply with the Securities Act or to file
under the Exchange Act any document which would be deemed to be incorporated by reference in the Prospectus in order to comply
with the Securities Act or the Exchange Act, the Company will promptly notify the Underwriter and will amend the Registration
Statement or supplement the Prospectus (or if the Prospectus is not yet available to prospective purchasers, the Time of Sale
Disclosure Package) or file such document (at the expense of the Company) so as to correct such statement or omission or effect
such compliance.

 

 

(B)
If at any time following issuance of an Issuer
Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus
conflicted or would conflict with the information contained in the Registration Statement, the Statutory Prospectus or the Prospectus
or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary
in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading,
the Company will promptly notify the Underwriter and will amend or supplement, at its own expense, such Issuer Free Writing Prospectus
to eliminate or correct such conflict, untrue statement or omission.

 

(iv)
The Company shall use its reasonable efforts
to take or cause to be taken all necessary action to qualify the Shares for sale under the securities laws of such jurisdictions
as the Underwriter reasonably designates upon written request and to continue such qualifications in effect so long as required
for the distribution of the Shares, except that the Company shall not be required in connection therewith to qualify as a foreign
corporation or to execute a general consent to service of process in any state.

 

(v)
The Company will furnish to the Underwriter and
counsel for the Underwriter copies of the Registration Statement, each Preliminary Prospectus, the Prospectus, any Issuer Free
Writing Prospectus, and all amendments and supplements to such documents (in each case without exhibits thereto or documents incorporated
therein by reference) as soon as practicable following receipt of a request therefor, in such quantities as the Underwriter may
from time to time reasonably request.

 

(vi)
The Company will make generally available to
its security holders as soon as practicable, but in any event not later than 15 months after the end of the Company’s current
fiscal quarter, an earnings statement (which need not be audited) covering a 12-month period that shall satisfy the provisions
of Section 11(a) of the Securities Act and Rule 158 of the Rules and Regulations.

 

 

(vii)
The Company will pay or cause to be paid (A)
all expenses (including transfer taxes allocated to the respective transferees) incurred in connection with the delivery to the
Underwriter of the Shares, (B) all expenses and fees in connection with the preparation, printing, filing, delivery, and shipping
of the Registration Statement (including the financial statements therein and all amendments, schedules, and exhibits thereto),
the Shares, each Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus and any amendment thereof or supplement
thereto, and the printing, delivery, and shipping of this Agreement and other underwriting documents, including any Blue Sky Memoranda
(covering the states and other applicable jurisdictions), (C) all filing fees in connection with the qualification of the Shares
for offering and sale by the Underwriter or by dealers under the securities or blue sky laws of the states and other jurisdictions
as requested by the Underwriter and to the extent required by law, (D) the fees and expenses of any transfer agent or registrar
for the Shares, (E) the filing fees incident to any required review and approval by FINRA of the terms of the sale of the Shares,
(F) listing fees, if any, (G) all other costs and expenses incident to the performance by the Company of its obligations hereunder
that are not otherwise specifically provided for herein, (H) all costs and expenses relating to investor presentations or any
“road show”, including, without limitation, the costs of recording and hosting on the Internet of the Company’s
road show presentation and any travel expenses of the Company’s officers and employees and any other expenses of the Company,
(I) the fees, disbursements and expenses of the Underwriter’s counsel, and (J) a non-accountable expense allowance payable
to the Underwriter in the amount of $5,000. If this Agreement is terminated by the Underwriter pursuant to Section 8(a)(i) or
(ii) hereof or if the sale of the Shares provided for herein is not consummated by reason of any failure, refusal or inability
on the part of the Company to perform any agreement on its part to be performed, or because any other condition of the Underwriter’s
obligations hereunder required to be fulfilled by the Company is not fulfilled or waived by the Underwriter, the Company will
reimburse the Underwriter, upon presentation of a written accounting in reasonable detail (but without the need to include the
underlying statements or evidence of payment) for reasonable actual out-of-pocket disbursements (including but not limited to
printing expenses, travel expenses, postage, facsimile and telephone charges) incurred by the Underwriter in connection with their
investigation, preparing to market and marketing the Shares or in contemplation of performing their obligations hereunder and
for reasonable fees and disbursements of counsel, not to exceed $30,000 in the aggregate. Except as provided herein, the Underwriter
shall pay all of its own costs and expenses, including, without limitation, fees and disbursements of its counsel.

 

(viii)
The Company will apply the net proceeds from
the sale of the Shares to be sold by it hereunder for the purposes set forth in the Time of Sale Disclosure Package and in the
Prospectus.

 

(ix)
The Company has not taken or will not take, directly
or indirectly, any action designed to or which might reasonably be expected to cause or result in, or which has constituted, the
stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares.

 

(x)
Except as provided in this Agreement, the Company
will not incur any liability for any finder’s or broker’s fee or agent’s commission in connection with the execution
and delivery of this Agreement or the consummation of the transactions contemplated hereby.

 

 

(xi)
During the Prospectus Delivery Period, the Company
will file on a timely basis with the Commission such periodic reports as required by the Exchange Act.

 

(xii)
The Company will maintain controls and other
procedures, including without limitation those applicable to the Company and required by Sections 302 and 906 of the Sarbanes-Oxley
Act and the applicable regulations thereunder, that are designed to provide reasonable assurance that information required to
be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized
and reported within the time periods specified in the Commission’s rules and forms, including without limitation, controls
and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits
under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive officer
and its principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding
required disclosure, to ensure that material information relating to Company is made known to them by others within those entities,
subject to the representation in Section 2(a)(xxiv).

 

(xiii)
The Company, to the extent required, will substantially
comply with all effective applicable provisions of the Sarbanes-Oxley Act, subject to the representation in Section 2(a)(xxxi)
and except where such noncompliance would not, individually or in the aggregate, result in a Material Adverse Change.

 

(xiv)
The Company represents and agrees that, unless
it obtains the prior written consent of the Underwriter, and the Underwriter represents and agrees that, unless it obtains the
prior written consent of the Company, it has not made and will not make any offer relating to the Shares that would constitute
an “issuer free writing prospectus,” as defined in Rule 433 under the Securities Act, or that would otherwise constitute
a “free writing prospectus,” as defined in Rule 405 under the Securities Act, required to be filed with the Commission;
provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the free
writing prospectuses included in Schedule II. Any such free writing prospectus consented to by the Company and the Underwriter
is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated
or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined
in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus,
including timely Commission filing where required, legending and record keeping.

 

 

5.
CONDITIONS OF THE UNDERWRITER’S OBLIGATIONS.
The obligations of the Underwriter hereunder are subject to the accuracy, as of the date hereof and at the Closing Date (as if
made at the Closing Date) of and compliance with all representations, warranties and agreements of the Company contained herein
(except to the extent any such representations, warranties or agreements expressly relate to a specified earlier date, in which
case, such representations, warranties and agreements shall be accurate or complied with as of such specified earlier date), to
the performance by the Company of its obligations hereunder and to the following additional conditions, in each case unless waived
by the Underwriter:

 

(a)
If the filing of the Prospectus, or any amendment
or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations,
the Company shall have filed the Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the
Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or Rule 164(b)); the Registration
Statement shall remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof,
or any amendment thereof, nor suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any Issuer
Free Writing Prospectus shall have been issued; no proceedings for the issuance of such an order shall have been initiated or,
to the Company’s knowledge, threatened; any request of the Commission for additional information (to be included in the
Registration Statement, the Time of Sale Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or otherwise)
shall have been complied with to the Underwriter’s reasonable satisfaction; and FINRA shall have raised no objection to
the fairness and reasonableness of the underwriting terms and compensation arrangements.

 

(b)
The Underwriter shall not have advised the Company
that the Registration Statement, the Time of Sale Disclosure Package or the Prospectus, or any amendment thereof or supplement
thereto, or any Issuer Free Writing Prospectus, contains an untrue statement of fact which, in the Underwriter’s opinion,
is material, or omits to state a fact which, in the Underwriter’s opinion, is material and is required to be stated therein
or necessary to make the statements therein not misleading, unless, in each case, the Company shall have filed an amendment or
supplement to the Registration Statement, the applicable documents included in the Time of Sale Disclosure Package, the Prospectus
or the Issuer Free Writing Prospectus to correct such statement of fact or omission.

 

(c)
Except as contemplated in the Time of Sale Disclosure
Package and in the Prospectus, subsequent to the respective dates as of which information is given in the Time of Sale Disclosure
Package and the Prospectus, the Company has not incurred any liabilities or obligations, direct or contingent which are material
to the Company or entered into any transactions not in the ordinary course of business which are material to the Company, or declared
or paid any dividends or made any distribution of any kind with respect to its capital stock; and except as disclosed in the Time
of Sale Disclosure Package and in the Prospectus, there shall not have been any change in the capital stock (other than a change
in the number of outstanding shares of Common Stock due to the issuance of shares upon the exercise or conversion of outstanding
options, warrants or convertible notes or vesting of any outstanding restricted stock units), any material change in the short-term
or long-term debt of the Company except for the extinguishment thereof, any issuance of options, warrants, convertible securities
or other rights to purchase the capital stock of the Company (other than the issuance of options, restricted stock units and other
awards or shares under the Company’s equity incentive plans and employee stock purchase plans), or any Material Adverse
Change, the effect of which, in any such case described above, in the Underwriter’s reasonable judgment, makes it impractical
or inadvisable to offer or deliver the Shares on the terms and in the manner contemplated in the Time of Sale Disclosure Package,
the Registration Statement and the Prospectus.

 

 

(d)
On or after the Time of Sale (i) no downgrading
shall have occurred in the rating accorded any of the Company’s securities by any “nationally recognized statistical
rating organization,” as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act,
and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications,
its rating of any of the Company’s securities.

 

(e)
On the Closing Date and the Option Closing Date,
if any, there shall have been furnished to the Underwriter the opinion of Croke Fairchild Morgan & Beres, counsel for the
Company, dated the Closing Date and addressed to the Underwriter, in form and substance reasonably satisfactory to the Underwriter.

 

(f)
On the date of the execution of this Agreement,
on the effective date of any post-effective amendment to the Registration Statement filed subsequent to the date of this Agreement
and also at each of the Closing Date and the Option Closing Date, if any, the Underwriter shall have received a letter of KMJ
Corbin & Company, LLP, dated the respective dates of delivery thereof, and addressed to the Underwriter, in form and substance
reasonably satisfactory to the Underwriter.

 

(g)
On the Closing Date, there shall have been furnished
to the Underwriter a certificate, dated the Closing Date and addressed to the Underwriter, signed by the chief executive officer
or the chief financial officer of the Company, to the effect that:

 

(i)
The representations and warranties of the Company
in this Agreement are true and correct, in all material respects, as if made at and as of the Closing Date (except to the extent
any such representations or warranties expressly relate to a specified earlier date, in which case, such representations and warranties
shall be true and correct as of such specified earlier date), and the Company has complied in all material respects with all the
material agreements and satisfied in all material respects all the material conditions on its part to be performed or satisfied
at or prior to the Closing Date (except for any such agreements or conditions that have been waived by the Underwriter);

 

(ii)
No stop order or other order suspending the effectiveness
of the Registration Statement or any part thereof or any amendment thereof or the qualification of the Shares for offering or
sale nor suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus,
has been issued, and no proceeding for that purpose has been instituted or, to the signer’s knowledge, is contemplated by
the Commission or any state or regulatory body;

 

(iii)
The signer of said certificate has carefully
examined the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, and any amendments thereof or supplements
thereto (including any documents filed under the Exchange Act and deemed to be incorporated by reference into the Time of Sale
Disclosure Package, the Registration Statement or the Prospectus), and

 

 

(A)
each part of the Registration Statement and the
Prospectus, and any amendments thereof or supplements thereto (including any documents filed under the Exchange Act and deemed
to be incorporated by reference into the Prospectus) contain, and contained when such part of the Registration Statement (or such
amendment) became effective, all statements and information required to be included therein, each part of the Registration Statement,
or any amendment thereof, does not contain, and did not contain when such part of the Registration Statement (or such amendment)
became effective, any untrue statement of a material fact or omit to state, and did not omit to state when such part of the Registration
Statement (or such amendment) became effective, any material fact required to be stated therein or necessary to make the statements
therein not misleading, and the Prospectus, as amended or supplemented, does not include and did not include as of its date or
the time of first use within the meaning of the Rules and Regulations, any untrue statement of a material fact or omit to state,
and did not omit to state as of its date or the time of first use within the meaning of the Rules and Regulations, a material
fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading

 

(B)
neither (1) the Time of Sale Disclosure Package
nor (2) any individual Issuer Limited-Use Free Writing Prospectus, when considered together with the Time of Sale Disclosure Package,
include, nor included as of the Time of Sale, any untrue statement of a material fact or omits, or omitted as of the Time of Sale,
to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they
were made, not misleading,

 

(C)
since the Time of Sale, there has occurred no
event required to be set forth in an amended or supplemented prospectus which has not been so set forth, and there has been no
document required to be filed under the Exchange Act that upon such filing would be deemed to be incorporated by reference into
the Time of Sale Disclosure Package, the Registration Statement or the Prospectus that has not been so filed,

 

(D)
except as contemplated in the Time of Sale Disclosure
Package and in the Prospectus, subsequent to the respective dates as of which information is given in the Time of Sale Disclosure
Package, the Company has not incurred any liabilities or obligations, direct or contingent, which are material to the Company,
has not entered into any transactions not in the ordinary course of business which are material to the Company, not declared or
paid any dividends or made any distribution of any kind with respect to its capital stock; and, except as disclosed in the Time
of Sale Disclosure Package and in the Prospectus, there has not been any change in the capital stock (other than a change in the
number of outstanding shares of Common Stock due to the issuance of shares upon the exercise or conversion of outstanding options,
warrants or convertible notes or vesting of any restricted stock units pursuant to the Company’s existing equity incentive
plan or employee stock purchase plan), any material change in the Company’s short-term or long-term debt except for the
extinguishment thereof, any issuance of options, warrants, convertible securities or other rights to purchase the capital stock
of the Company (other than the issuance of options, restricted stock units and other awards or shares under the Company’s
equity incentive plan and employee stock purchase plan), or any Material Adverse Change, and

 

 

(E)
except as stated in the Time of Sale Disclosure
Package and in the Prospectus, there is not pending, or, to the knowledge of the Company, threatened or contemplated, any action,
suit or proceeding to which the Company is a party before or by any court or governmental agency, authority or body, or any arbitrator,
the negative outcome of which, individually or in the aggregate, would result in any Material Adverse Change.

 

(h)
The Company shall have furnished to the Underwriter
and counsel for the Underwriter such additional documents, certificates and evidence as the Underwriter or counsel for the Underwriter
may have reasonably requested.

 

All
such opinions, certificates, letters and other documents will be in compliance with the provisions hereof only if they are reasonably
satisfactory in form and substance to the Underwriter and counsel for the Underwriter. The Company will furnish the Underwriter
with such conformed copies of such opinions, certificates, letters and other documents as the Underwriter shall reasonably request.

 

6.
INDEMNIFICATION AND CONTRIBUTION.

 

(a)
The Company agrees to indemnify and hold harmless
the Underwriter, and each of its respective directors, officers and employees and each person, if any, who controls any such Underwriter
within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against any losses, claims, damages or liabilities
to which the Underwriter may become subject, under the Securities Act or otherwise (including in settlement of any litigation
if such settlement is effected with the written consent of the Company), insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon (i) an untrue statement or alleged untrue statement of a material
fact contained in the Registration Statement, including the information deemed to be a part of the Registration Statement at the
time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules and Regulations, if applicable,
any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement thereto (including
any documents filed under the Exchange Act and deemed to be incorporated by reference into the Prospectus), any Issuer Free Writing
Prospectus or in any materials or information provided to investors by, or with the approval of, the Company in connection with
the marketing of the offering of the Shares (“Marketing Materials”), including any roadshow or investor presentations
made to investors by the Company (whether in person or electronically) or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading,
and will reimburse the Underwriter for any legal or other expenses reasonably incurred by it in connection with investigating
or defending against such loss, claim, damage, liability or action; or (ii) in whole or in part upon any inaccuracy in the representations
and warranties of the Company contained herein; or (iii) in whole or in part upon any failure of the Company to perform its obligations
hereunder; provided, however, that the Company shall not be liable in any such case to the extent that any such
loss, claim, damage, liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission
or alleged omission made in the Registration Statement, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus,
or any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, in reliance upon and in
conformity with written information furnished to the Company by the Underwriter specifically for use in the preparation thereof.

 

 

In
addition to their other obligations under this Section 6(a), the Company agrees that, as an interim measure during the pendency
of any claim, action, investigation, inquiry or other proceeding arising out of or based upon any statement or omission, or any
alleged statement or omission, described in this Section 6(a)(i), it will reimburse the Underwriter on a monthly basis for all
reasonable legal fees or other expenses incurred in connection with investigating or defending any such claim, action, investigation,
inquiry or other proceeding upon presentation of a written accounting in reasonable detail (but without the need to include the
underlying statements or evidence of payment), notwithstanding the absence of a judicial determination as to the propriety and
enforceability of the Company’s obligation to reimburse the Underwriter for such expenses and the possibility that such
payments might later be held to have been improper by a court of competent jurisdiction. To the extent that any such interim reimbursement
payment is so held to have been improper, the Underwriter shall promptly return it to the Company, together with interest, compounded
daily, determined on the basis of the prime rate (or other commercial lending rate for borrowers of the highest credit standing)
announced from time to time by Wells Fargo Bank, N.A. (the “Prime Rate”). Any such interim reimbursement payments
which are not made to the Underwriter within 30 days of a request for reimbursement shall bear interest at the Prime Rate from
the date of such request. This indemnity agreement shall be in addition to any liabilities which they may otherwise have.

 

(b)
The Underwriter will indemnify and hold harmless
the Company, each of its directors and officers, and each person who controls the Company within the meaning of the Securities
Act of the Exchange Act, against any losses, claims, damages or liabilities to which the Company, or any such director, officer
or controlling person may become subject, under the Securities Act or otherwise (including in settlement of any litigation, if
such settlement is effected with the written consent of such Underwriter), insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact
contained in the Registration Statement, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any
amendment or supplement thereto or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading,
in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged
omission was made in the Registration Statement, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus,
or any amendment or supplement thereto, or any Issuer Free Writing Prospectus in reliance upon and in conformity with written
information furnished to the Company by an Underwriter with respect to such Underwriter specifically for use in the preparation
thereof, and will reimburse the Company, or any such director, officer or controlling person for any legal or other expenses reasonably
incurred by the Company, or such director, officer or controlling person in connection with investigating or defending against
any such loss, claim, damage, liability or action as such expenses are incurred.

 

 

(c)
Promptly after receipt by an indemnified party
under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect
thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement
thereof; but the omission so to notify the indemnifying party shall not relieve the indemnifying party from any liability that
it may have to any indemnified party except to the extent such indemnifying party has been materially prejudiced by such failure.
In case any such action shall be brought against any indemnified party, and it shall notify the indemnifying party of the commencement
thereof, the indemnifying party shall be entitled to participate in, and, to the extent that it shall wish, jointly with any other
indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified
party, and after notice from the indemnifying party to such indemnified party of the indemnifying party’s election so to
assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any
legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable
costs of investigation; provided, however, that if, in the sole judgment of the Underwriter, it is advisable for the Underwriter
to be represented by separate counsel, the Underwriter shall have the right to employ a single counsel to represent the Underwriter
in any claim in respect of which indemnity may be sought by the Underwriter under subsection (a) of this Section 6, in which event
the reasonable fees and expenses of such separate counsel shall be borne by the indemnifying party or parties and reimbursed to
the Underwriter as incurred (in accordance with the provisions of the second paragraph in subsection (a) above). In no event shall
the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate
from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions
in the same jurisdiction arising out of the same general allegations or circumstances.

 

The
indemnifying party under this Section 6 shall not be liable for any settlement of any proceeding effected without its written
consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to
indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment.
Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse
the indemnified party for fees and expenses of counsel to which it is entitled under this Section 6, the indemnifying party agrees
that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered
into more than 60 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have
received notice of the terms of such settlement at least 45 days prior to such settlement being entered into, and (iii) such indemnifying
party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement (other
than with respect to fees and expenses that the indemnifying party is contesting in good faith). No indemnifying party shall,
without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment
in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party
and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent
(a) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such
action, suit or proceeding and (b) does not include a statement as to or an admission of fault, culpability or a failure to act
by or on behalf of any indemnified party.

 

 

(d)
If the indemnification provided for in this Section
6 is unavailable or insufficient to hold harmless an indemnified party under subsection (a) or (b) above, then each indemnifying
party shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities
referred to in subsection (a) or (b) above, (i) in such proportion as is appropriate to reflect the relative benefits received
by the Company on the one hand and the respective Underwriter on the other from the offering of the Shares or (ii) if the allocation
provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and the respective
Underwriter on the other in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities,
as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the
respective Underwriter on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before
deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by the respective
Underwriter, in each case as set forth in the table on the cover page of the Prospectus. The relative fault shall be determined
by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the Company or the respective Underwriter and the parties’
relevant intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The
Company and the respective Underwriter agree that it would not be just and equitable if contributions pursuant to this subsection
(d) were to be determined by pro rata allocation or by any other method of allocation which does not take account of the equitable
considerations referred to in the first sentence of this subsection (d). The amount paid by an indemnified party as a result of
the losses, claims, damages or liabilities referred to in the first sentence of this subsection (d) shall be deemed to include
any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending against
any action or claim which is the subject of this subsection (d). Notwithstanding the provisions of this subsection (d), the respective
Underwriter shall not be required to contribute any amount in excess of the amount by which the total price at which the Shares
were offered to the public exceeds the amount of any damages that the respective Underwriter has otherwise been required to pay
by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty
of such fraudulent misrepresentation.

 

(e)
The obligations of the Company under this Section
6 shall be in addition to any liability which the Company may otherwise have and the benefits of such obligations shall extend,
upon the same terms and conditions, to each person, if any, who controls the respective Underwriter within the meaning of the
Securities Act; and the obligations of the respective Underwriter under this Section 6 shall be in addition to any liability that
the respective Underwriter may otherwise have and the benefits of such obligations shall extend, upon the same terms and conditions,
to each director of the Company (including any person who, with his consent, is named in the Registration Statement as about to
become a director of the Company), to each officer of the Company who has signed the Registration Statement and to each person,
if any, who controls the Company within the meaning of the Securities Act.

 

 

(f)
The Underwriter confirms and the Company acknowledges
that there is no information concerning the Underwriter furnished in writing to the Company by the Underwriter specifically for
inclusion in the Registration Statement, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus or any
Issuer Free Writing Prospectus, except for the following disclosure contained in the “Underwriting” section of the
Prospectus: the fourth and eight paragraphs and the first sentence under the sub-header “Stabilization.”

 

7.
REPRESENTATIONS AND AGREEMENTS TO SURVIVE DELIVERY.
All representations, warranties, and agreements of the Company herein or in certificates delivered pursuant hereto, including
but not limited to the agreements of the Underwriter and the Company contained in Section 6 hereof, shall remain operative and
in full force and effect regardless of any investigation made by or on behalf of the Underwriter or any controlling person thereof,
or the Company or any of its officers, directors, or controlling persons, and shall survive delivery of, and payment for, the
Shares to and by the Underwriter hereunder.

 

8.
TERMINATION OF THIS AGREEMENT.

 

(a)
The Underwriter shall have the right to terminate
this Agreement by giving notice to the Company as hereinafter specified at any time at or prior to the Closing Date, if (i) the
Company shall have failed, refused or been unable, at or prior to the Closing Date, to perform any material agreement on its part
to be performed hereunder, (ii) any condition of the Underwriter’s obligations set forth in Section 5 hereunder is not fulfilled
or waived by the Underwriter, (iii) trading in the Company’s Common Stock shall have been suspended by the Commission or
the NASDAQ Global Market or trading in securities generally on the NASDAQ Global Market shall have been suspended, (iii) minimum
or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on
the NASDAQ Global Market by such exchange or by order of the Commission or any other governmental authority having jurisdiction
(which includes the Company’s Common Stock), or (iv) a banking moratorium shall have been declared by federal or state authorities
which prevents payment by an Underwriter pursuant to Section 3, in each case of (i) through (iv) herein, the effect of which,
in the Underwriter’s good faith judgment, would make it impracticable to proceed with the offering, sale and/or delivery
of the Shares as contemplated by the Registration Statement and the Prospectus. Any such termination shall be without liability
of any party to any other party except that the provisions of Section 4(a)(vii) and Section 6 hereof shall at all times be effective
and shall survive such termination.

 

(b)
If the Underwriter elects to terminate this Agreement
as provided in this Section 8, the Company shall be notified promptly by the Underwriter by telephone, confirmed by letter as
provided in Section 10.

 

9.
DEFAULT BY THE COMPANY. If the Company shall
fail at the Closing Date or at an Option Closing Date to sell and deliver the Shares which it is obligated to sell hereunder,
then this Agreement shall terminate without any liability on the part of the Underwriter or, except as provided in Section 4(a)(vii),
any nondefaulting party. No action taken pursuant to this Section 9 shall relieve the Company from liability, if any, in respect
of such default.

 

 

10.
NOTICES. Except as otherwise provided herein,
all communications hereunder shall be in writing and, if to the Underwriter, shall be mailed, delivered or emailed to National
Securities Corporation, 200 Vesey Street, 25th Floor, New York, New York 10281, email: rich@yournational.com, Attention: Jonathan
Rich, with a copy (which shall not constitute notice) to Greenberg Traurig, LLP, 18565 Jamboree Rd Suite 500, Irvine, California
92612, email: DonahueD@gtlaw.com, Attention: Daniel K. Donahue, Esq.; if to the Company, shall be mailed, delivered or emailed
to it at 21925 W. Field Parkway, Suite 235, Deer Park, Illinois 60010-7208, email: SBrynjelsen@etonpharma.com, Attention: Sean
E. Brynjelsen, Chief Executive Officer, with a copy (which shall not constitute notice) to Croke Fairchild
Morgan & Beres
, LLC, 301 North Broadway, Suite 400, Milwaukee, Wisconsin 53202, email: gmorgan@crokefairchild.com,
Attention: Geoffrey Morgan, Esq., or in each case to such other address as the person to be notified may have requested in writing.
Any party to this Agreement may change such address for notices by sending to the parties to this Agreement written notice of
a new address for such purpose.

 

11.
PERSONS ENTITLED TO BENEFIT OF AGREEMENT. This
Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns and
the controlling persons, officers and directors referred to in Section 6. Nothing in this Agreement is intended or shall be construed
to give to any other person, firm or corporation any legal or equitable remedy or claim under or in respect of this Agreement
or any provision herein contained. The term “successors and assigns” as herein used shall not include any purchaser,
as such purchaser, of any of the Shares from the Underwriter.

 

12.
ABSENCE OF FIDUCIARY RELATIONSHIP. The Company
acknowledges and agrees that: (a) the Underwriter has been retained solely to act as underwriter in connection with the sale of
the Shares and that no fiduciary, advisory or agency relationship between the Company and the Underwriter has been created in
respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriter has advised or are
advising the Company on other matters; (b) the price and other terms of the Shares set forth in this Agreement were established
by the Company following discussions and arms-length negotiations with the Underwriter and the Company is capable of evaluating
and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement;
(c) it has been advised that the Underwriter and its affiliates are engaged in a broad range of transactions which may involve
interests that differ from those of the Company and that the Underwriter has no obligation to disclose such interest and transactions
to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that the Underwriter is
acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Underwriter, and not on behalf
of the Company.

 

13.
GOVERNING LAW; JURISDICTION. This Agreement shall
be governed by and construed in accordance with the laws of the State of New York without reference to its conflict of laws provisions.
The parties hereby irrevocably and unconditionally: submit to the jurisdiction of the federal and state courts located in the
State of New York, for any dispute related to this Agreement or any of the matters contemplated hereby; consent to service of
process by registered or certified mail return receipt requested or by any other manner provided by applicable law; and waive
any right to claim that any action, proceeding or litigation so commenced has been commenced in an inconvenient forum.

 

 

14.
INTEGRATION; AMENDMENT. This Agreement supersedes
all prior agreements and understandings (whether written or oral) between the Company and the Underwriter with respect to the
subject matter hereof. No provision of this Agreement may be modified or amended except in a written instrument signed by the
Company and the Underwriter.

 

15.
COUNTERPARTS. This Agreement may be executed
in one or more counterparts and, if executed in more than one counterpart, the executed counterparts shall each be deemed to be
an original and all such counterparts shall together constitute one and the same instrument.

 

[Signature
Page Follows
]

 

 

Please
sign and return to the Company the enclosed duplicates of this letter whereupon this letter will become a binding agreement between
the Company and the Underwriter in accordance with its terms.

 

  Very
truly yours,
   
  ETON
PHARMACEUTICALS, INC.
     
  By: /s/
Sean E. Brynjelsen
   

Sean
E. Brynjelsen,

Chief
Executive Officer

 

Confirmed
as of the date first above.

 

By: /s/ Jonathan
C. Rich
 
  Jonathan
C. Rich,
 
  Executive
Vice President
 

 

 

Schedule
I

 

Time
of Sale Disclosure Package

 

None.

 

 

Schedule
II

 

Issuer
General Free Writing Prospectuses

 

None.

 

 

Schedule
III

 

Underwriter   Firm Shares     Additional Shares  
                 
National Securities Corporation     2,800,000       420,000  

 

 

 

Exhibit
5.1

 

Croke
Fairchild Morgan & Beres LLC

180
North La Salle Street, Suite 2750

Chicago,
Illinois 60601

 

October
14, 2020

 

Eton
Pharmaceuticals, Inc.

21925
W Field Parkway, Suite 235

Deer
Park, IL 60010

 

Re:
Registration Statement on Form S-3

 

Ladies
and Gentlemen:

 

We
have acted as counsel to Eton Pharmaceuticals, Inc., a Delaware corporation (the “Company”), in connection
with the Registration Statement on Form S-3 (the “Registration Statement”) filed on December 2, 2019 and declared
effective on December 16, 2019, the prospectus supplement dated October 14, 2020, together with the base prospectus (the “Prospectus”),
and the Underwriting Agreement dated October 14, 2020 (the “Underwriting Agreement”), by and between the Company
and National Securities Corporation, (the “Underwriter”), relating to the offer and sale by the Company of:
(i) 2,800,000 shares (the “Common Shares”) of the Company’s authorized but unissued common stock,
$0.001 par value per share (“Common Stock”); and (ii) up to 420,000 shares of Common Stock pursuant
to an option granted by the Company to the Underwriter solely to cover over-allotments, if any (the “Over-allotment Shares,
and (i) and (ii) collectively referred herein to as the “Securities.”)

 

In
rendering this opinion, we have examined the Registration Statement, the Prospectus, and such other documents and reviewed such
questions of law as we have deemed advisable in order to render our opinion set forth below. In such examination, we have assumed
the genuineness of all signatures, the legal capacity of all natural persons, that all parties (other than the Company) had the
requisite power and authority (corporate or otherwise) to execute, deliver and perform such agreements or instruments, that all
such agreements or instruments have been duly authorized by all requisite action (corporate or otherwise), executed and delivered
by such parties, that such agreements or instruments are valid, binding and enforceable obligations of such parties, the authenticity
of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified,
conformed or photostatic copies and the authenticity of the originals of such latter documents. In providing this opinion, we
have further relied as to certain matters on information obtained from public officials and officers of the Company.

 

Based
upon and subject to the foregoing, we are of the opinion that:

 

1.
The Common Shares, when issued, sold and delivered against payment therefor as described in the Prospectus and the Underwriting
Agreement, will be validly issued, fully paid and non-assessable; and

 

2.
If and to the extent the over-allotment option is exercised, the Over-allotment Shares, when issued, sold and delivered against
payment therefor as described in the Prospectus and the Underwriting Agreement, will be validly issued, fully paid and non-assessable.

 

Our
opinion herein is expressed solely with respect to the General Corporation Law of the State of Delaware and is based on these
laws as in effect on the date hereof. No opinion is expressed herein with respect to the qualification of the Securities under
the securities or blue sky laws of any state or any foreign jurisdiction.

 

Our
opinion is subject to, and may be limited by, (a) applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance,
debtor and creditor, and similar laws which relate to or affect creditors’ rights generally, and (b) general principles
of equity (including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing) regardless of
whether considered in a proceeding in equity or at law.

 

We
hereby consent to the filing of this opinion as an exhibit to the Company’s Current Report on Form 8-K to be filed with
the Securities and Exchange Commission on October 14, 2020 (“Commission”) and to the reference to our name
under the caption “Legal Matters” in the Prospectus. This opinion may not be used or relied upon for any other
purpose. In giving this consent, we do not admit that we are within the category of persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended, (the “Act”) or the rules and regulations of the Commission
promulgated under the Act.

 

  Very
truly yours,
   
  /s/
Croke Fairchild Morgan & Beres LLC

 

 

 

 

Exhibit
99.1

 

Eton
Pharmaceuticals Announces Proposed Public Offering of Common Stock

 

DEER
PARK, ILL., October 13, 2020 (GLOBE NEWSWIRE) — Eton Pharmaceuticals, Inc (Nasdaq: ETON), a specialty pharmaceutical company
focused on developing and commercializing innovative treatments for rare pediatric diseases, today announced that it is offering
to sell shares of its common stock in an underwritten public offering. The offering is expected to price on or about Wednesday,
October 14, 2020.

 

Eton
Pharmaceuticals intends to use the net proceeds from the offering primarily for general corporate purposes, which may include
research and development activities, capital expenditures, selling, general and administrative costs, and to meet working capital
needs.

 

National
Securities Corporation, a wholly owned subsidiary of National Holdings, Inc. (NASDAQ: NHLD), is acting as the sole book-running
manager of the offering. The Liquid Venture Partners group at National Securities is responsible for sourcing and executing the
offering.

 

The
shares described above are being offered by Eton Pharmaceuticals pursuant to a registration statement previously filed with and
subsequently declared effective by the Securities and Exchange Commission (“SEC”). A preliminary prospectus supplement
relating to the offering has been filed with the SEC and is available on the SEC’s website at http://www.sec.gov.

 

This
press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein,
nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Copies of the preliminary
prospectus supplement, and accompanying base prospectus relating to this offering, may be obtained from National Securities Corporation,
Attn: Charles Wanyama, ECM -Syndicate, 200 Vesey Street, 25th Floor New York, NY 10281, email: cwanyama@yournational.com, telephone:
(212)-417-3634.

 

About
Eton Pharmaceuticals

 

Eton
Pharmaceuticals, Inc. is a specialty pharmaceutical company focused on developing and commercializing innovative treatments for
rare pediatric diseases. The company currently owns or receives royalties from three FDA-approved approved products, including
ALKINDI® SPRINKLE, Biorphen®, and Alaway® Preservative Free, and has six additional products in its late-stage pipeline,
including five that have been submitted to the FDA.

 

Safe
Harbor

 

This
press release contains forward-looking statements regarding the proposed public offering and the intended use of proceeds from
the offering. The offering is subject to market and other conditions and there can be no assurance as to whether or when the offering
may be completed or as to the actual size or terms of the offering. Forward-looking statements involve known and unknown risks,
uncertainties and other factors that could cause actual results to differ materially, including those risks disclosed in the section
“Risk Factors” included in the preliminary prospectus supplement filed with the SEC on October 13, 2020. Eton
Pharmaceuticals
cautions readers not to place undue reliance on any forward-looking statements. The Company does not undertake,
and specifically disclaims any obligation, to update or revise such statements to reflect new circumstances or unanticipated events
as they occur.

 

Company
Contact:

David
Krempa

dkrempa@etonpharma.com

612-387-3740

 

 

 

 

Exhibit
99.2

 

Eton
Pharmaceuticals Prices Underwritten Public Offering of Common Stock

 

DEER
PARK, IL., October 14, 2020 (GLOBE NEWSWIRE) — Eton Pharmaceuticals, Inc (Nasdaq: ETON), a specialty pharmaceutical company
focused on developing and commercializing innovative treatments for rare pediatric diseases, today announced the pricing of an
underwritten public offering of 2,800,000 shares of its common stock at a price to the public of $7.00 per share, for gross proceeds
of $19.6 million. The Company has also granted the underwriters a 45-day option to purchase, at the same price per share as the
underwriters paid for the initial shares, an additional 420,000 shares to cover over-allotments in connection with the offering,
which if exercised in full would increase the gross proceeds to $22.5 million.

 

The
offering is expected to close on or about October 16, 2020, subject to customary closing conditions.

 

Eton
Pharmaceuticals intends to use the net proceeds from the offering primarily for general corporate purposes, which may include
research and development activities, capital expenditures, selling, general and administrative costs, and to meet working capital
needs.

 

National
Securities Corporation, a wholly owned subsidiary of National Holdings, Inc. (NASDAQ: NHLD), is acting as the sole book-running
manager of the offering. The Liquid Venture Partners group at National Securities is responsible for sourcing and executing the
offering.

 

The
shares described above are being offered by Eton Pharmaceuticals pursuant to a registration statement previously filed with and
subsequently declared effective by the Securities and Exchange Commission (“SEC”). A preliminary prospectus supplement
relating to the offering has been filed with the SEC and a final prospectus supplement will be filed with the SEC. The final prospectus
supplement will be available on the SEC’s website at http://www.sec.gov.

 

This
press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein,
nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. A copy of the final
prospectus supplement relating to this offering may be obtained, when available, from National Securities Corporation, Attn: Charles
Wanyama, ECM -Syndicate, 200 Vesey Street, 25th Floor New York, NY 10281, email: cwanyama@yournational.com, telephone: (212)-417-3634.

 

About
Eton Pharmaceuticals

 

Eton
Pharmaceuticals, Inc. is a specialty pharmaceutical company focused on developing and commercializing innovative treatments for
rare pediatric diseases. The company currently owns or receives royalties from three FDA-approved approved products, including
ALKINDI® SPRINKLE, Biorphen®, and Alaway Preservative Free®, and has six additional products in its late-stage pipeline,
including five that have been submitted to the FDA.

 

Safe
Harbor

 

This
press release contains forward-looking statements regarding the expected closing of the public offering and the intended use of
proceeds from the offering. The offering is subject to customary closing conditions and there can be no assurance as to whether
or when the offering will be completed. Forward-looking statements involve known and unknown risks, uncertainties and other factors
that could cause actual results to differ materially, including those risks disclosed in the section “Risk Factors”
included in the preliminary prospectus supplement filed with the SEC on October 13, 2020. Eton Pharmaceuticals cautions readers
not to place undue reliance on any forward-looking statements. The Company does not undertake, and specifically disclaims any
obligation, to update or revise such statements to reflect new circumstances or unanticipated events as they occur.

 

Company
Contact:

David
Krempa

dkrempa@etonpharma.com

612-387-3740

 

 



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