(Amendment No. 2)*
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of ss.240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box [ ].
*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 the disclosures provided in a prior cover page.
SCHEDULE 13D
1
|
Names of Reporting Persons
|
Puissance Cross-Border Opportunities IV LLC
|
2
|
Check the appropriate box if a member of a Group (see
instructions)
|
(a) [_]
(b) [x]
|
3
|
Sec Use Only
|
4
|
Source of Funds
WC
|
5
|
Check Box If Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
[_]
|
6
|
Citizenship or Place of Organization
|
Cayman Islands
|
Number of Shares Beneficially Owned by Each Reporting
Person With:
|
7
|
Sole Voting Power
|
0
|
8
|
Shared Voting Power
|
76,048
|
9
|
Sole Dispositive Power
|
0
|
10
|
Shared Dispositive Power
|
76,048
|
11
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
|
76,048
|
12
|
Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions)
|
[_]
|
13
|
Percent of class represented by amount in row (9)
|
2.42%
|
14
|
Type of Reporting Person (See Instructions)
|
OO
|
|
|
|
|
1
|
Names of Reporting Persons
|
Puissance Cross-Border Opportunities V LLC
|
2
|
Check the appropriate box if a member of a Group (see
instructions)
|
(a) [_]
(b) [x]
|
3
|
Sec Use Only
|
4
|
Source of Funds
WC
|
5
|
Check Box If Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
[_]
|
6
|
Citizenship or Place of Organization
|
Cayman Islands
|
Number of Shares Beneficially Owned by Each Reporting
Person With:
|
7
|
Sole Voting Power
|
0
|
8
|
Shared Voting Power
|
76,048
|
9
|
Sole Dispositive Power
|
0
|
10
|
Shared Dispositive Power
|
76,048
|
11
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
|
76,048
|
12
|
Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions)
|
[_]
|
13
|
Percent of class represented by amount in row (9)
|
2.42%
|
14
|
Type of Reporting Person (See Instructions)
|
OO
|
|
|
|
|
1
|
Names of Reporting Persons
|
Puissance Capital Fund (GP) LLC
|
2
|
Check the appropriate box if a member of a Group (see
instructions)
|
(a) [_]
(b) [x]
|
3
|
Sec Use Only
|
4
|
Source of Funds
AF
|
5
|
Check Box If Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
[_]
|
6
|
Citizenship or Place of Organization
|
Delaware
|
Number of Shares Beneficially Owned by Each Reporting
Person With:
|
7
|
Sole Voting Power
|
0
|
8
|
Shared Voting Power
|
76,048
|
9
|
Sole Dispositive Power
|
0
|
10
|
Shared Dispositive Power
|
76,048
|
11
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
|
76,048
|
12
|
Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions)
|
[_]
|
13
|
Percent of class represented by amount in row (9)
|
2.42%
|
14
|
Type of Reporting Person (See Instructions)
|
OO
|
|
|
|
|
1
|
Names of Reporting Persons
|
Puissance Capital Management LP
|
2
|
Check the appropriate box if a member of a Group (see
instructions)
|
(a) [_]
(b) [x]
|
3
|
Sec Use Only
|
4
|
Source of Funds
AF
|
5
|
Check Box If Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
[_]
|
6
|
Citizenship or Place of Organization
|
Delaware
|
Number of Shares Beneficially Owned by Each Reporting
Person With:
|
7
|
Sole Voting Power
|
0
|
8
|
Shared Voting Power
|
76,048
|
9
|
Sole Dispositive Power
|
0
|
10
|
Shared Dispositive Power
|
76,048
|
11
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
|
76,048
|
12
|
Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions)
|
[_]
|
13
|
Percent of class represented by amount in row (9)
|
2.42%
|
14
|
Type of Reporting Person (See Instructions)
|
IA, PN
|
|
|
|
|
1
|
Names of Reporting Persons
|
Puissance Capital Management (GP) LLC
|
2
|
Check the appropriate box if a member of a Group (see
instructions)
|
(a) [_]
(b) [x]
|
3
|
Sec Use Only
|
4
|
Source of Funds
AF
|
5
|
Check Box If Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
[_]
|
6
|
Citizenship or Place of Organization
|
Delaware
|
Number of Shares Beneficially Owned by Each Reporting
Person With:
|
7
|
Sole Voting Power
|
0
|
8
|
Shared Voting Power
|
76,048
|
9
|
Sole Dispositive Power
|
0
|
10
|
Shared Dispositive Power
|
76,048
|
11
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
|
76,048
|
12
|
Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions)
|
[_]
|
13
|
Percent of class represented by amount in row (9)
|
2.42%
|
14
|
Type of Reporting Person (See Instructions)
|
OO
|
|
|
|
|
1
|
Names of Reporting Persons
|
Theodore Wang
|
2
|
Check the appropriate box if a member of a Group (see
instructions)
|
(a) [_]
(b) [x]
|
3
|
Sec Use Only
|
4
|
Source of Funds
AF
|
5
|
Check Box If Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
[_]
|
6
|
Citizenship or Place of Organization
|
United States of America
|
Number of Shares Beneficially Owned by Each Reporting
Person With:
|
7
|
Sole Voting Power
|
0
|
8
|
Shared Voting Power
|
76,048
|
9
|
Sole Dispositive Power
|
0
|
10
|
Shared Dispositive Power
|
76,048
|
11
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
|
76,048
|
12
|
Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions)
|
[_]
|
13
|
Percent of class represented by amount in row (9)
|
2.42%
|
14
|
Type of Reporting Person (See Instructions)
|
IN, HC
|
|
|
|
|
Item 1. Security and Issuer.
The name of the issuer is Tracon Pharmaceuticals, Inc., a Delaware, U.S.A.
corporation (the "Issuer"). The address of the Issuer's principal executive
offices is 4350 La Jolla Village Drive, Suite 800, San Diego CA. This
Schedule 13D/A relates to the Issuer's shares of common stock, $0.001 par
value per share (the "Shares").
Item 2. Identity and Background.
(a) The persons filing this statement are Puissance Cross-Border
Opportunities V LLC, a Cayman Islands exempted limited liability company
("Puissance Cross-Border Opportunities V"), Puissance Cross-Border
Opportunities IV LLC, a Cayman Islands exempted limited liability company
("Puissance Cross-Border Opportunities IV"), Puissance Capital Fund (GP)
LLC, a Delaware limited liability company ("Puissance GP"), Puissance
Capital Management LP, a Delaware limited partnership ("Puissance Capital
Management"), Puissance Capital Management (GP) LLC, a Delaware limited
liability company ("Puissance Capital Management GP") and Theodore Wang, a
United States citizen ("Mr. Wang" and collectively with Puissance
Cross-Border Opportunities V, Puissance Cross-Border Opportunities IV,
Puissance GP, Puissance Capital Management and Puissance Capital Management
GP, the "Reporting Persons").
(b) The business address for each of the Reporting Persons is 950 Third
Avenue, 25th Floor, New York, NY 10022.
(c) Puissance GP serves as the general partner of Puissance Cross-Border
Opportunities V and Puissance Cross-Border Opportunities IV, two private
investment funds. Puissance Capital Management serves as the investment
manager of Puissance Cross-Border Opportunities V and Puissance
Cross-Border Opportunities IV. Puissance Capital Management GP serves as
the general partner to Puissance Capital Management. Mr. Wang serves as the
managing member of both Puissance GP and Puissance Capital Management GP.
(d) None of the Reporting Persons have, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) None of the Reporting Persons have, during the last five years, been a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject
to 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.
(f) See subsection (a) of this Item 2.
Item 3. Source and Amount of Funds or Other Consideration.
The funds for the purchase of the 2,831,857 Shares of Common Stock and
Warrants directly owned by Puissance Cross-Border Opportunities V and
1,769,911 Shares of Common Stock and Warrants directly owned by Puissance
Cross-Border Opportunities IV and deemed to be beneficially owned by
Puissance GP, Puissance Capital Management, Puissance Capital Management GP
and Mr. Wang came from the working capital of Puissance Cross-Border
Opportunities V and Puissance Cross-Border Opportunities IV. The net
investment costs (including commissions, if any) of the 4,601,768 Shares of
Common Stock and Warrants were approximately $12,999,994.60. The purchase
price of one share of Common Stock and one Warrant to purchase one share of
common stock is $2.825. The exercise price of the Warrant is $2.70. No
borrowed funds were used to purchase the Shares, other than any borrowed
funds used for working capital purposes in the ordinary course of business.
Item 4. Purpose of Transaction.
The 4,601,768 shares of Common Stock and Warrants held by the Reporting Persons were acquired for investment purposes in the ordinary course of the Reporting Persons' investment activities.
The Reporting Persons intend to closely evaluate the performance of the Issuer, including, but not limited to, its share price, business, assets, operations, financial condition, capital structure,
management's performance and prospects of the Issuer. In addition, the Reporting Persons reserve the right to, without limitation, acquire additional Shares, dispose of all or some of the Shares they
currently hold from time to time, in each case in open market or private transactions, block sales or purchases or otherwise, or may continue to hold the Shares. Further, the Reporting Persons reserve
the right to revise their plans or intentions and to take any and all actions that they may deem appropriate to maximize the value of their investment in the Issuer in light of their general investment policies,
market conditions, and subsequent developments affecting the Issuer. The Reporting Persons further reserve the right to act in concert with any other shareholders of the Issuer, or other persons,
for a common purpose should it determine to do so, and/or to recommend courses of action to the Issuer's management, the Issuer's Board of Directors, the Issuer's shareholders and others.
The Reporting Persons have no plans or proposals as of the date of this filing which, other than as set forth above, relate to, or would result in, any of the actions enumerated in clauses (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Company.
(a) - (b) As of the date hereof, Puissance Cross-Border Opportunities V may
be deemed to be the beneficial owner of 76,048 Shares, constituting
2.42% of the Shares, based upon 3,139,064 Shares outstanding as of the
date hereof. Puissance Cross-Border Opportunities V has the sole power to
vote or direct the vote of 0 Shares and the shared power to vote or direct
the vote of 76,048 Shares. Puissance Cross-Border Opportunities V has
the sole power to dispose or direct the disposition of 0 Shares and the
shared power to dispose or direct the disposition of 76,048 Shares.
As of the date hereof, Puissance Cross-Border Opportunities IV may be
deemed to be the beneficial owner of 76,048 Shares, constituting 2.42%
of the Shares, based upon 3,139,064 Shares outstanding as of the date
hereof. Puissance Cross-Border Opportunities IV has the sole power to vote
or direct the vote of 0 Shares and the shared power to vote or direct the
vote of 76,048 Shares. Puissance Cross-Border Opportunities IV has the
sole power to dispose or direct the disposition of 0 Shares and the shared
power to dispose or direct the disposition of 76,048 Shares.
As of the date hereof, Puissance GP may be deemed to be the beneficial
owner of 76,048 Shares, constituting 2.42% of the Shares, based upon
3,139,064 Shares outstanding as of the date hereof. Puissance GP has the
sole power to vote or direct the vote of 0 Shares and the shared power to
vote or direct the vote of 76,048 Shares. Puissance GP has the sole
power to dispose or direct the disposition of 0 Shares and the shared power
to dispose or direct the disposition of 76,048 Shares.
As of the date hereof, Puissance Capital Management may be deemed to be the
beneficial owner of 76,048 Shares, constituting 2.42% of the Shares,
based upon 3,139,064 Shares outstanding as of the date hereof. Puissance
Capital Management has the sole power to vote or direct the vote of 0
Shares and the shared power to vote or direct the vote of 76,048 Shares.
Puissance Capital Management has the sole power to dispose or direct the
disposition of 0 Shares and the shared power to dispose or direct the
disposition of 76,048 Shares.
As of the date hereof, Puissance Capital Management GP may be deemed to be
the beneficial owner of 76,048 Shares, constituting 2.42% of the
Shares, based upon 3,139,064 Shares outstanding as of the date hereof.
Puissance Capital Management GP has the sole power to vote or direct the
vote of 0 Shares and the shared power to vote or direct the vote of
76,048 Shares. Puissance Capital Management GP has the sole power to
dispose or direct the disposition of 0 Shares and the shared power to
dispose or direct the disposition of 76,048 Shares.
As of the date hereof, Mr. Wang may be deemed to be the beneficial owner of
76,048 Shares, constituting 2.42% of the Shares, based upon 3,139,064
Shares outstanding as of the date hereof. Mr. Wang has the sole power to
vote or direct the vote of 0 Shares and the shared power to vote or direct
the vote of 76,048 Shares. Mr. Wang has the sole power to dispose or
direct the disposition of 0 Shares and the shared power to dispose or
direct the disposition of 76,048 Shares.
The Issuer's total Shares outstanding figure is based on the Form 10-Q filed with SEC on November 5, 2019.
(c) On March 27, 2018, Puissance Cross-Border Opportunities V purchased
2,831,857 shares of Common Stock and Warrants and Puissance Cross-Border
Opportunities IV purchased 1,769,911 shares of Common Stock and Warrants at
an aggerate price of $2.825 per share in a private placement. The Issuer
granted Puissance Cross-Border Opportunities V 2,831,857 warrants and
Puissance Cross-Border Opportunities IV 1,769,911 warrants to purchase
total 4,601,768 shares of Common Stock at an exercise price of $2.7 per
share. The Warrants are set exercisable on March 27, 2018 and expires on
March 27, 2024. No other transactions in the Common Stock were effected by
the Reporting Persons within the past 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 the proceeds from the sale of the
shares owned by it individually.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Company.
On March 27, 2018, Puissance Cross-Border Opportunities V and Puissance
Cross-Border Opportunities IV and the Issuer entered into a Securities
Purchase Agreement ("SPA") pursuant to which Puissance Cross-Border
Opportunities V and Puissance Cross-Border Opportunities IV agreed to
purchase shares of Common Stock in a private placement. Under the terms of
the SPA, Puissance Cross-Border Opportunities V agreed to purchase
2,831,857 shares of Common Stock and 2,831,857 Warrants at aggregate price
of $2.825, Puissance Cross-Border Opportunities IV agreed to purchase
1,769,911 shares of Common Stock and 1,769,911 Warrants at aggregate price
of $2.825. The Securities Purchase Agreement is attached hereto as Exhibit
A.
Item 7. Material to be Filed as Exhibits.
Exhibit A: Securities Purchase Agreement
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete,
and correct.
Dated: February 13, 2020
Puissance Cross-Border Opportunities V LLC*
By: Puissance Capital Fund (GP) LLC,
its general partner
By: /s/ Theodore Wang
Name: Theodore Wang
Title: Managing Member
Puissance Cross-Border Opportunities IV LLC*
By: Puissance Capital Fund (GP) LLC,
its general partner
By: /s/ Theodore Wang
Name: Theodore Wang
Title: Managing Member
Puissance Capital Fund (GP) LLC*
By: /s/ Theodore Wang
Name: Theodore Wang
Title: Managing Member
Puissance Capital Management LP*
By: Puissance Capital Management (GP) LLC,
its general partner
By: /s/ Theodore Wang
Name: Theodore Wang
Title: Managing Member
Puissance Capital Management (GP) LLC*
By: /s/ Theodore Wang
Name: Theodore Wang
Title: Managing Member
Theodore Wang*
/s/ Theodore Wang
* The Reporting Person disclaims beneficial ownership of the reported
securities except to the extent of its pecuniary interests therein, and
this report shall not be deemed an admission that such person is the
beneficial owner of these securities for purposes of Section 16 of the U.S.
Securities Exchange Act of 1934, as amended, or for any other purpose.