TRACON Pharmaceuticals, Inc. (NASDAQ:TCON) Files An 8-K Other Events

TRACON Pharmaceuticals, Inc. (NASDAQ:TCON) Files An 8-K Other Events

Item 8.01 Other Events.

On November 23, 2016, TRACON Pharmaceuticals, Inc. (we or TRACON)
entered into an underwriting agreement (the Underwriting
Agreement) with Jefferies LLC, as representative of the several
underwriters named therein (the Underwriters), relating to the
issuance and sale of 2,625,000 shares of our common stock, par
value $0.001 per share. The price to the public in this offering
was $5.75 per share. The gross proceeds to us from the sale of
2,625,000 shares in this offering are expected to be
approximately $15.1 million, before deducting underwriting
discounts and commissions and other estimated offering expenses
payable by us. The offering is scheduled to close on or about
November 29, 2016, subject to customary closing conditions. In
addition, under the terms of the Underwriting Agreement, we
granted the Underwriters an option, exercisable for 30 days, to
purchase up to 393,750 additional shares of common stock.

The Underwriting Agreement contains customary representations,
warranties, covenants and agreements by us, customary conditions
to closing, indemnification obligations of us and the
Underwriters, including for liabilities under the Securities Act
of 1933, as amended, other obligations of the parties and
termination provisions. The representations, warranties and
covenants contained in the Underwriting Agreement were made only
for purposes of such agreement and as of specific dates, were
solely for the benefit of the parties to such agreement, and may
be subject to limitations agreed upon by the contracting parties.

The offering was made to our effective registration statement on
Form S-3 (Registration Statement Nos. 333-209313) previously
filed with the Securities and Exchange Commission (SEC) and a
related prospectus. The Underwriting Agreement is filed as
Exhibit 1.1 to this report and the description of the terms of
the Underwriting Agreement is qualified in its entirety by
reference to such exhibit. A copy of the opinion of Cooley LLP
relating to the legality of the issuance and sale of the shares
in the offering is attached as Exhibit 5.1 hereto.

On November 22, 2016, we issued a press release announcing that
we had commenced the offering. On November 23, 2016, we issued a
press release announcing that we had priced the offering. Copies
of these press releases are attached as Exhibits 99.1 and 99.2
hereto, respectively.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Forward-Looking Statements

Statements made in this report regarding matters that are not
historical facts are forward-looking statements” within the
meaning of the Private Securities Litigation Reform Act of 1995.
Because such statements are subject to risks and uncertainties,
actual results may differ materially from those expressed or
implied by such forwardlooking statements. Such statements
include, but are not limited to, statements regarding our
expectations regarding the completion, timing and gross proceeds
of our public offering.Risks that could cause actual results to
differ from those expressed in these forwardlooking statements
include: risks and uncertainties associated with the satisfaction
of customary closing conditions related to the public offering
and other risks described in our filings with the Securities and
Exchange Commission under the heading Risk Factors. All
forwardlooking statements contained in this report speak only as
of the date on which they were made and are based on managements
assumptions and estimates as of such date. We undertake no
obligation to update such statements to reflect events that occur
or circumstances that exist after the date on which they were
made.

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. TRACON Pharmaceuticals, Inc. (NASDAQ:TCON) Recent Trading Information
TRACON Pharmaceuticals, Inc. (NASDAQ:TCON) closed its last trading session down -0.85 at 6.00 with 24,165 shares trading hands.