Sec Form 3 Filing - Krempa David @ Eton Pharmaceuticals, Inc. - 2023-03-01

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Krempa David 2. Issuer Name and Ticker or Trading Symbol Eton Pharmaceuticals, Inc. [ ETON] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Business Officer (Last) (First) (Middle) 21925 W FIELD PARKWAY, SUITE 235 3. Date of Earliest Transaction (MM/DD/YY) 03/01/2023 (Street) DEER PARK, IL60010 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 12,831 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Employee Stock Option (Right to buy) $ 1.38 ( 1 ) 08/06/2027 Common Stock 25,000 D Employee Stock Option (Right to buy) $ 1.37 ( 2 ) 11/09/2027 Common Stock 25,000 D Employee Stock Option (Right to buy) $ 7.31 ( 3 ) 02/19/2029 Common Stock 95,000 D Employee Stock Option (Right to buy) $ 3.58 ( 4 ) 03/11/2030 Common Stock 156,200 D Employee Stock Option (Right to buy) $ 8.61 ( 5 ) 05/02/2031 Common Stock 85,000 D Employee Stock Option (Right to buy) $ 5.76 ( 6 ) 10/28/2031 Common Stock 20,000 D Employee Stock Option (Right to buy) $ 3.78 ( 7 ) 02/06/2032 Common Stock 158,270 D Employee Stock Option (Right to buy) $ 3.47 ( 8 ) 02/19/2033 Common Stock 74,283 D Restricted Stock Units $ 0 ( 9 ) ( 9 ) Common Stock 40,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Krempa David 21925 W FIELD PARKWAY SUITE 235 DEER PARK, IL60010 Chief Business Officer Signatures /s/ David Krempa 03/08/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Fully vested ( 2 )Fully vested ( 3 )Fully vested ( 4 )105,770 options vested. The remainder vest at the rate of 3,879 options/month ( 5 )38,958 options vested. The remainder vest at the rate of 1,771 options/month ( 6 )Fully vested ( 7 )42,864 options vested. The remainder vest at the rate of 3,297 options/month ( 8 )The options vest in 48 equal monthly installments. ( 9 )The Restricted Stock Units vest in four equal installments on July 12, 2023, 2024, 2025 and 2026

Remarks: Exhibit List - Exhibit 24: Power of Attorney

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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