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
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Date of Report (Date of earliest event reported): June 15, 2023 |
Tracon Pharmaceuticals, Inc.
(Exact name of Registrant as Specified in Its Charter)
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Delaware | 001-36818 | 34-2037594 |
(State or Other Jurisdiction
of Incorporation) | (Commission File Number) | (IRS Employer
Identification No.) |
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4350 La Jolla Village Drive, Suite 800 | |
San Diego, California | | 92122 |
(Address of Principal Executive Offices) | | (Zip Code) |
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Registrant’s Telephone Number, Including Area Code: (858) 550-0780 |
(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:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
| | Trading
Symbol(s) | |
Name of each exchange on which registered
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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 8.01 Other Events.
On June 15, 2023, TRACON Pharmaceuticals, Inc. (the “Company”) announced that it has commenced court proceedings in Hong Kong and the Cayman Islands to enforce its April 2023 arbitration award against I-Mab Biopharma (“I-Mab”) for approximately $23.0 million, plus interest. The Company served I-Mab with an order of the High Court of the Hong Kong Special Administrative Region on June 14, 2023, in the Cayman Islands, which provisionally allows the Company to begin enforcing that award as soon as July 13, 2023, in Hong Kong. Before that date, I-Mab may apply to the Hong Kong court to set aside the order, however, the Company is not aware of any proper grounds for the Hong Kong court to deny enforcement of the award. In addition to the amount of the arbitration award and interest, the Company plans to also seek to recover attorney’s fees as allowed under the rules of the Hong Kong court.
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 forward‐looking statements. Such statements include, but are not limited to, statements regarding the Company’s expected timing and results of enforcement of the arbitration award, the potential for I-Mab to seek to set aside the order of the Hong Kong court or for the Hong Kong court to deny enforcement of the award, and the Company’s intention to seek recovery of attorney’s fees. Risks that could cause actual results to differ from those expressed in these forward‐looking statements include: the risks associated with enforcement of arbitration awards and collection of attorneys’ fees and other risks described in the Company’s filings with the Securities and Exchange Commission under the heading “Risk Factors.” All forward‐looking statements contained in this report speak only as of the date on which they were made and are based on management’s assumptions and estimates as of such date. The Company undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made except as required by law.
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 15, 2023 | By: | /s/ Charles P. Theuer, M.D., Ph.D. |
| | | Charles P. Theuer, M.D., Ph.D.
President and Chief Executive Officer |
