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

On August 28, 2020, TRACON Pharmaceuticals, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with certain purchasers identified therein (the “Purchasers”) to which the Company agreed to issue and sell 1,463,050 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”) and pre-funded warrants to purchase an aggregate of 1,540,183 shares of Common Stock (the “Pre-Funded Warrants” and together with the Shares, the “Securities”) in a private placement (the “Private Placement”).  The Pre-Funded Warrants are being issued in lieu of additional Shares to result in the Purchasers, together with their affiliates, beneficially owning no more than 9.99% of the outstanding Common Stock immediately following the Private Placement.  The aggregate purchase price of the Securities is approximately $5.0 million. The purchase price for the Shares is $1.67 per Share (the “Share Purchase Price”) and the purchase price for the Pre-Funded Warrants is the Share Purchase Price minus $0.01 per Pre-Funded Warrant.  The Purchasers are accredited investors. The closing of the Private Placement is expected to occur on or about August 31, 2020.

The Pre-Funded Warrants have a per share exercise price of $0.01. The Pre-Funded Warrants are exercisable for a period of seven years from the date of issuance. Each Pre-Funded Warrant also provides that the holder thereof may not exercise such Pre-Funded Warrant if the exercise would result in the holder beneficially owning more than 19.99% of the Company’s outstanding Common Stock.

to the Purchase Agreement, the Company also agreed to file one or more registration statements with the Securities and Exchange Commission (the “SEC”) registering the resale of the Shares and the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants by the Purchasers, to have all such registration statements declared effective within the timeframes set forth in the Purchase Agreement, and to keep such registration statements effective for up to three years. The Company will bear all expenses of the registration, excluding fees of legal counsel for the Purchaser.

The Purchase Agreement contains customary representations, warranties and agreements by the Company, indemnification obligations of the Company and the Purchaser, including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”), and other obligations of the parties. The representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of such Purchase Agreement and are made as of specific dates; are solely for the benefit of the parties (except as specifically set forth therein); may be subject to qualifications and limitations agreed upon by the parties in connection with negotiating the terms of the Purchase Agreement, including being qualified by confidential disclosures made for the purpose of allocating contractual risk between the parties, instead of establishing matters as facts; and may be subject to standards of materiality and knowledge applicable to the contracting parties that differ from those applicable to the investors generally. Investors should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of the Company.

The securities to be issued by the Company to the Purchase Agreement and to be issued upon exercise of the Pre-Funded Warrants have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The Company relied and will rely on the private placement exemption from registration provided by Section 4(a)(2) of the Securities Act and by Rule 506 of Registration D, promulgated by the SEC, and on similar exemptions under applicable state laws.

The foregoing descriptions of the Purchase Agreement and the Pre-Funded Warrants do not purport to be complete and are qualified in their entirety by reference to the Purchase Agreement (and the form of Pre-Funded Warrant attached thereto) filed as Exhibit 99.1 to this Current Report on Form 8-K.

On August 31, 2020, the Company issued a press release announcing that it had entered into the Purchase Agreement. A copy of this press release is attached as Exhibit 99.2 to this Current Report on Form 8-K.

Statements in this report that are not strictly historical in nature are forward-looking statements. These statements include but are not limited to statements related to the expected proceeds from and timing of the closing of the Private Placement and the anticipated filing of registration statements to cover resales of the Shares and the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants. These statements are only predictions based on current information and expectations and involve a number of risks and uncertainties. Actual events or results may

differ materially from those projected in any of such statements due to various factors, including TRACON’s ability to satisfy the conditions to closing the Private Placement. For a discussion of these and other factors, please refer to TRACON’s annual report on Form 10-K for the year ended December 31, 2019 as well as TRACON’s subsequent filings with the SEC. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement and TRACON undertakes no obligation to revise or update this report to reflect events or circumstances after the date hereof, except as required by law.

The disclosures set forth in Item 1.01 above are incorporated in this Item 3.02.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 27, 2020, Paul Walker informed the Company that he was resigning as a Director of the Company effective upon the closing of the Private Placement on August 31, 2020. In connection with Mr. Walker’s notice of resignation, the Company’s Board of Directors appointed Saundra Pelletier as chairperson of the Nominating and Corporate Governance Committee and as a member of the Audit Committee.

Tracon Pharmaceuticals, Inc. Exhibit
EX-99.1 2 tcon-ex991_7.htm EX-99.1 tcon-ex991_7.htm Exhibit 99.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”),…
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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.