TRACON Pharmaceuticals, Inc. (NASDAQ:TCON) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On November 6, 2019, TRACON Pharmaceuticals, Inc. (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”) at which the Company’s stockholders approved a proposal to amend the Company’s Amended and Restated Certificate of Incorporation to (i) effect a reverse stock split of the Company’s outstanding common stock at a ratio in the range of one-for-five to one-for-twenty, with such ratio to be determined in the discretion of the Company’s board of directors and with such reverse stock split to be effected at such time and date, if at all, as determined by the Company’s board of directors in its sole discretion, and (ii) reduce the number of authorized shares of the Company’s common stock in a corresponding proportion to the reverse stock split, rounded to the nearest whole share (collectively, the “Reverse Split Proposal”).  

On November 6, 2019, following stockholder approval of the Reverse Split Proposal, the Company’s board of directors approved a reverse stock split of the Company’s common stock at a ratio of one-for-ten.  On November 6, 2019, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment of its Amended and Restated Certificate of Incorporation (the “Charter Amendment”) to (i) effect the one-for-ten reverse stock split of the Company’s outstanding common stock and (ii) reduce the authorized number of shares of the Company’s common stock from 200,000,000 to 20,000,000 shares. The Charter Amendment will be effective at 5:01 p.m. Eastern Time on November 7, 2019 (the “Effective Time”).

The Charter Amendment provides that, at the Effective Time, (a) every ten shares of the Company’s issued and outstanding common stock will automatically be combined into one issued and outstanding share of common stock, without any change in par value per share, and (b) the number of authorized shares of common stock will be reduced to 20,000,000 shares.  As a result of the reverse stock split, proportionate adjustments will be made to the per share exercise price and/or the number of shares issuable upon the exercise or vesting of all stock options, restricted stock units and warrants issued by the Company and outstanding immediately prior to the Effective Time, which will result in a proportionate decrease in the number of shares of the Company’s common stock reserved for issuance upon exercise or vesting of such stock options, restricted stock units and warrants, and, in the case of stock options and warrants, a proportionate increase in the exercise price of all such stock options and warrants. In addition, the number of shares authorized for future grant under the Company’s equity incentive/compensation plans immediately prior to the Effective Time will be reduced proportionately.  

The Company’s common stock will begin trading on the Nasdaq Global Market on a split-adjusted basis when the market opens on November 8, 2019. The new CUSIP number for the Company’s common stock following the reverse stock split is 89237H209.

The foregoing summary of the Charter Amendment is qualified in its entirety by reference to the Charter Amendment, which is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.

The following sets forth the number of votes cast for or against the Reverse Split Proposal and the number of abstentions and broker non-votes with respect to such matter.

The Company’s stockholders approved the Reverse Split Proposal. The tabulation of votes on this matter was as follows: shares voted for: 16,010,908; shares voted against: 487,309; shares abstaining: 7,435; and broker non-votes: 0.

(d) Exhibits

Tracon Pharmaceuticals, Inc. Exhibit
EX-3.1 2 tcon-ex31_6.htm EX-3.1 tcon-ex31_6.htm Exhibit 3.1 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TRACON Pharmaceuticals,…
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About TRACON Pharmaceuticals, Inc. (NASDAQ:TCON)

TRACON Pharmaceuticals, Inc. is a clinical-stage biopharmaceutical company. The Company is focused on the development and commercialization of therapeutics for cancer, wet age-related macular degeneration (wet AMD) and fibrotic diseases. The Company’s research focuses on antibodies that bind to the endoglin receptor, which is essential to angiogenesis (the process of new blood vessel formation) and a contributor to fibrosis (tissue scarring). The Company’s lead product candidate, TRC105, is an endoglin antibody that is being developed for the treatment of multiple solid tumor types in combination with inhibitors of the vascular endothelial growth factor (VEGF) pathway. TRC205 is being developed for the treatment of fibrotic disease. The Company is also developing TRC102, a small molecule that is in clinical development for the treatment of lung cancer and glioblastoma.