UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 31, 2023 |
Tracon Pharmaceuticals, Inc.
(Exact name of Registrant as Specified in Its Charter)
Delaware | 001-36818 | 34-2037594 | ||
(State or Other Jurisdiction | (Commission File Number) | (IRS Employer | ||
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4350 La Jolla Village Drive, Suite 800 |
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San Diego, California |
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(Address of Principal Executive Offices) |
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Registrant’s Telephone Number, Including Area Code: (858) 550-0780 |
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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| Trading |
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Common Stock, par value $0.001 per share |
| TCON |
| The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.02 Unregistered Sales of Equity Securities.
On May 31, 2023, TRACON Pharmaceuticals, Inc. (the “Company”) issued and sold 1,735,207 shares (the “Initial Purchase Shares”) of the Company’s common stock, par value $0.001 per share, to Lincoln Park Capital Fund, LLC (“Lincoln Park”), pursuant to that certain purchase agreement dated as of May 8, 2023 (the “Purchase Agreement”), as previously described in Item 5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 and as filed with the Securities and Exchange Commission on May 10, 2023. This issuance and sale was made following written notice delivered by the Company to Lincoln Park, directing Lincoln Park to purchase the Initial Purchase Shares.
Pursuant to the Purchase Agreement, the purchase price paid by Lincoln Park was $0.5763 per Initial Purchase Share, for an aggregate purchase price of $999,999.79.
The issuance and sale of the Initial Purchase Shares is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof and/or Regulation D thereunder. The Company relied, in part, upon representations from Lincoln Park in the Purchase Agreement that Lincoln Park was an accredited investor as defined in Regulation D under the Securities Act.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: | June 2, 2023 | By: | /s/ Charles P. Theuer, M.D., Ph.D. |
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| Charles P. Theuer, M.D., Ph.D. |