(Amendment No. 1)*
Tracon Pharmaceuticals, Inc.
Louis S. Citron, Esq.
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Schedule 13D
Item 1. Security and Issuer.
This Amendment No. 1 ("Amendment No. 1") to Schedule 13D amends and supplements the statement on 13D originally filed on February 11, 2015 relating to the common stock, $.001 par value (the "Common Stock") of Tracon Pharmaceuticals, Inc. (the "Issuer") having its principal executive office at 8910 University Center Lane, Suite 700, San Diego, California 92122.
Certain terms used but not defined in this Amendment No. 1 have the meanings assigned thereto in the Schedule 13D. Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported on the Schedule 13D.
Item 2. Identity and Background.
This statement is being filed by:
(a) New Enterprise Associates 14, L.P. ("NEA 14");
(b) NEA Partners 14, L.P. ("NEA Partners 14"), which is the sole general partner of NEA 14; and NEA 14 GP, LTD ("NEA 14 LTD" and, together with NEA Partners 14, the "Control Entities"), which is the sole general partner of NEA Partners 14; and
(c) M. James Barrett ("Barrett"), Peter J. Barris ("Barris"), Forest Baskett ("Baskett"), Anthony A. Florence, Jr. ("Florence"), Patrick J. Kerins ("Kerins"), Krishna S. Kolluri ("Kolluri"), David M. Mott ("Mott"), Scott D. Sandell ("Sandell"), Peter W. Sonsini ("Sonsini") and Ravi Viswanathan ("Viswanathan") (together, the "Directors") and Ryan D. Drant ("Drant") and Harry R. Weller ("Weller"). The Directors are the directors of NEA 14 LTD.
The persons named in this Item 2 are referred to individually herein as a "Reporting Person" and collectively as the "Reporting Persons."
The address of the principal business office of NEA 14 and each Control Entity is New Enterprise Associates, 1954 Greenspring Drive, Suite 600, Timonium, MD 21093. The address of the principal business office of each of Barrett, Barris, Florence, Kerins and Mott is New Enterprise Associates, 5425 Wisconsin Avenue, Suite 800, Chevy Chase, MD 20815. The address of the principal business office of Baskett, Kolluri, Sandell, Sonsini and Viswanathan is New Enterprise Associates, 2855 Sand Hill Road, Menlo Park, California 94025.
The principal business of NEA 14 is to invest in and assist growth-oriented businesses located principally in the United States. The principal business of NEA Partners 14 is to act as the sole general partner of NEA 14. The principal business of NEA 14 LTD is to act as the sole general partner of NEA Partners 14. The principal business of each of the Directors is to manage the Control Entities, NEA 14 and a number of affiliated partnerships with similar businesses.
During the five years prior to the date hereof, none of the Reporting Persons has been convicted in a criminal proceeding or has been a party to a civil proceeding ending in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
NEA 14 and NEA Partners 14 are exempted limited partnerships organized under the laws of the Cayman Islands. NEA 14 LTD is an exempted company organized under the laws of the Cayman Islands. Each of the Directors is a United States citizen.
| CUSIP No. 89237H100 | 13D | Page 16 of 23 Pages |
Item 3. Source and Amount of Funds or Other Consideration.
On March 31, 2016, the Registration Statement on Form S-3 filed with the Securities and Exchange Commission by the Issuer (File No.333-209313) in connection with an underwritten offering of 2,625,000 shares of Common Stock of the Issuer (the "Offering") was declared effective. The closing of the Offering took place on November 29, 2016 and at such closing NEA 14 purchased an aggregate of 869,565 shares of Common Stock at the Offering price of $5.75 per share from the Issuer. In addition, prior to the IPO, NEA 14 held 1,888,474 shares of the Issuer's Common Stock. NEA 14 now holds a total of 2,758,039 shares of the Issuer's Common Stock (the "NEA 14 Shares").
The working capital of NEA 14 was the source of the funds for the purchase of the NEA 14 Shares. No part of the purchase price of the NEA 14 Shares was represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the NEA 14 Shares.
Item 4. Purpose of Transaction.
NEA 14 acquired the NEA 14 Shares for investment purposes. Depending on market conditions, its continuing evaluation of the business and prospects of the Issuer and other factors, NEA 14 and other Reporting Persons may dispose of or acquire additional shares of the Issuer. Except as set forth above, none of the Reporting Persons has any present plans which relate to or would result in:
| (a) | The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; |
| (b) | An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; |
| (c) | A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; |
| (d) | Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; |
| (e) | Any material change in the present capitalization or dividend policy of the Issuer; |
| (f) | Any other material change in the Issuer's business or corporate structure; |
| (g) | Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; |
| (h) | Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; |
| (i) | A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or |
| (j) | Any action similar to any of those enumerated above. |
| CUSIP No. 89237H100 | 13D | Page 17 of 23 Pages |
Item 5. Interest in Securities of the Issuer.
| (a) | NEA 14 is the record owner of the NEA 14 Shares. As the sole general partner of NEA 14, NEA Partners 14 may be deemed to own beneficially the NEA 14 Shares. As the sole general partner of NEA Partners 14, NEA 14 LTD may be deemed to own beneficially the NEA 14 Shares. As members of NEA 14 LTD, each of the Directors may be deemed to own beneficially the NEA 14 Shares. |
Each Reporting Person disclaims beneficial ownership of the NEA 14 Shares other than those shares which such person owns of record.
The percentage of outstanding Common Stock of the Issuer which may be deemed to be beneficially owned by each Reporting Person is set forth on Line 13 of such Reporting Person's cover sheet. Such percentage was calculated based on the 15,681,253 shares of Common Stock reported to be outstanding immediately after the Offering on the Issuer's prospectus supplement filed under Rule 424(b)(5), filed with the Securities Exchange Commission on November 23, 2016.
| (b) | Regarding the number of shares as to which such person has: |
| (i) | sole power to vote or to direct the vote: See line 7 of cover sheets |
| (ii) | shared power to vote or to direct the vote: See line 8 of cover sheets |
| (iii) | sole power to dispose or to direct the disposition: See line 9 of cover sheets. |
| (iv) | shared power to dispose or to direct the disposition: See line 10 of cover sheets |
| (c) | Except as set forth in Item 3 above, none of the Reporting Persons has effected any transaction in the Common Stock during the last 60 days. |
| (d) | No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, Shares beneficially owned by any of the Reporting Persons. |
| (e) | Drant and Weller each ceased to own beneficially five percent (5%) or more of the Issuer's Common Stock as a result of ceasing to be a Director of NEA 14 LTD. |
Item 6. Contracts, Arrangements, Undertakings or Relationships with Respect to Securities of the Issuer.
NEA 14 has entered into a lock-up agreement with the underwriters of the Offering pursuant to which NEA 14 is prohibited from issuing, offering, pledging, selling, contracting to sell, selling any option or contracting to purchase, purchasing any option or contracting to sell, granting any option, right or warrant to purchase, lending or otherwise transferring or disposing of any shares of the Issuer's Common Stock or other capital stock or any securities convertible into or exercisable or exchangeable for the Issuer's Common Stock or other capital stock, or entering into any swap or other agreement, arrangement, hedge or transaction that transfers to another, in whole or in part, directly or indirectly, any of the economic consequences of ownership of the Issuer's Common Stock or other capital stock or any securities convertible into or exercisable or exchangeable for the Issuer's Common Stock or other capital stock, for a period of 90 days from November 23, 2016 without the prior written consent of Jeffries LLC, BTIG, LLC and Stifel, Nicolaus & Company, Incorporated, as the representatives of the underwriters.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 – Agreement regarding filing of joint Schedule 13D.
Exhibit 2 – Power of Attorney regarding filings under the Securities Exchange Act of 1934, as amended.
| CUSIP No. 89237H100 | 13D | Page 18 of 23 Pages |
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
EXECUTED this 8th day of December, 2016.
NEW ENTERPRISE ASSOCIATES 14, L.P.
| By: | NEA PARTNERS 14, L.P.
General Partner |
| By: | NEA 14 GP, LTD
General Partner |
By: *
Peter J. Barris
Director
NEA PARTNERS 14, L.P.
| By: | NEA 14 GP, LTD
General Partner |
By: *
Peter J. Barris
Director
NEA 14 GP, LTD
By: *
Peter J. Barris
Director
M. James Barrett
Peter J. Barris
Forest Baskett
| CUSIP No. 89237H100 | 13D | Page 19 of 23 Pages |
Patrick J. Kerins
Krishna S. Kolluri
Anthony A. Florence, Jr.
David M. Mott
Scott D. Sandell
Peter W. Sonsini
Ravi Viswanathan
Harry R. Weller
*/s/ Sasha Keough
Sasha Keough
As attorney-in-fact
This Amendment No. 1 to Schedule 13D was executed by Sasha Keough on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached as Exhibit 2.
| CUSIP No. 89237H100 | 13D | Page 20 of 23 Pages |
EXHIBIT 1
AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need be filed with respect to the ownership by each of the undersigned of shares of stock of Tracon Pharmaceuticals, Inc.
EXECUTED this 8th day of December, 2016.
NEW ENTERPRISE ASSOCIATES 14, L.P.
| By: | NEA PARTNERS 14, L.P.
General Partner |
| By: | NEA 14 GP, LTD
General Partner |
By: *
Peter J. Barris
Director
NEA PARTNERS 14, L.P.
| By: | NEA 14 GP, LTD
General Partner |
By: *
Peter J. Barris
Director
NEA 14 GP, LTD
By: *
Peter J. Barris
Director
M. James Barrett
Peter J. Barris
| CUSIP No. 89237H100 | 13D | Page 21 of 23 Pages |
Forest Baskett
Patrick J. Kerins
Krishna S. Kolluri
Anthony A. Florence, Jr.
David M. Mott
Scott D. Sandell
Peter W. Sonsini
Ravi Viswanathan
Harry R. Weller
*/s/ Sasha Keough
Sasha Keough
As attorney-in-fact
This Agreement relating to Schedule 13D was executed by Sasha Keough on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached hereto as Exhibit 2.
| CUSIP No. 89237H100 | 13D | Page 22 of 23 Pages |
EXHIBIT 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Louis S. Citron, Timothy Schaller, Sasha Keough and Stephanie Brecher, and each of them, with full power to act without the others, his or her true and lawful attorney-in-fact, with full power of substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of himself as an individual or in his or her capacity as a direct or indirect general partner, director, officer or manager of any partnership, corporation or limited liability company, pursuant to section 13 or 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any and all regulations promulgated thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act or by the Financial Industry Regulatory Authority, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary, desirable or appropriate, fully to all intents and purposes as he or she might or could do in person, thereby ratifying and confirming all that said attorney-in-fact, or his or her substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 1st day of August, 2013.
/s/ M. James Barrett
M. James Barrett
/s/ Peter J. Barris
Peter J. Barris
/s/ Forest Baskett
Forest Baskett
/s/ Rohini Chakravarthy
Rohini Chakravarthy
/s/ Patrick Chung
Patrick Chung
/s/ Ryan Drant
Ryan Drant
/s/ Anthony A. Florence
Anthony A. Florence
/s/ Robert Garland
Robert Garland
/s/ Paul Hsiao
Paul Hsiao
/s/ Patrick J. Kerins
Patrick J. Kerins
/s/ Suzanne King
Suzanne King
| CUSIP No. 89237H100 | 13D | Page 23 of 23 Pages |
Krishna S. Kolluri
C. Richard Kramlich
David M. Mott
John M. Nehra
Charles W. Newhall III
Jason R. Nunn
Scott D. Sandell
Peter W. Sonsini
A. Brooke Seawell
Paul E. Walker
