• SEC Filings

TRACON Pharmaceuticals, Inc. (NASDAQ:TCON) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01

Entry into a Material Definitive Agreement

On September 6, 2018, TRACON Pharmaceuticals, Inc. (the “Company”) entered into an Capital on Demand^TM Sales Agreement (the “Sales Agreement”) with JonesTrading Institutional Services LLC (“JonesTrading”) to which the Company may sell from time to time, at its option, up to an aggregate of $11.6 million of its shares of common stock through JonesTrading, as sales agent. Sales of the Company’s common stock made to the Sales Agreement, if any, will be made on the Nasdaq Global Market under the Company’s Registration Statement on FormS-3 (File No. 333-209313), in sales deemed to be “at the market offerings” as defined in Rule415 promulgated under the Securities Act of 1933, as amended. Under the terms of the Sales Agreement, JonesTrading may not engage in any proprietary trading for JonesTrading’s own account. JonesTrading will use its commercially reasonable efforts to sell the Company’s common stock from time to time, based upon the Company’s instructions (including any price, time or size limits or other customary parameters or conditions the Company may impose).

The Company is not obligated to make any sales of common stock under the Sales Agreement, and the Company cannot provide any assurances that it will issue any shares to the Sales Agreement. The offering of our common stock to the Sales Agreement will terminate upon the earlier of (i)the sale of all of the shares of common stocksubject to the Sales Agreementor (ii)the termination of the Sales Agreement as permitted therein.The Sales Agreement may be terminated by the Company or JonesTrading at any time upon notice to the other party.The Company is obligated to pay JonesTrading an aggregate sales agent commission equal to 2.5% of the gross proceeds of the sale price for common stock sold under the Sales Agreement. The Company has also provided JonesTrading with customary indemnification rights and expense reimbursements for up to $25,000 of expenses and quarterly disbursements of counsel to JonesTrading of up to $2,500 per calendar quarter.

The foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed herewith as Exhibit 99.1 to this Current Report on Form 8-K.

The opinion of Cooley LLP relating to the shares of common stock being offered is filed as Exhibit 5.1 to this Current Report on Form 8-K.

On September 6, 2018, the Company terminated its At-the-Market Equity Offering Sales Agreement (the “Stifel Sales Agreement”) with Stifel, Nicolaus& Company,Incorporated (“Stifel”). As of the date hereof, the Company has sold an aggregate of approximately $3.5 million of common stock through Stifel to the Stifel Sales Agreement.

Tracon Pharmaceuticals, Inc. Exhibit
EX-5.1 2 tcon-ex51_6.htm EX-5.1 tcon-ex51_6.htm       Exhibit 5.1 Sean M. Clayton T: +1 858 550 6034 [email protected]                    September 6,…
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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.