TCON TRACON Pharmaceuticals Inc

On July 21, 2021, TRACON Pharmaceuticals, Inc. (the “Company”) entered into an amended and restated underwriting agreement (the “Underwriting Agreement”) with H.C. Wainwright & Co., LLC (“H.C. Wainwright”), relating to the issuance and sale in an underwritten public offering of 3,926,702 shares of common stock of the Company, par value $0.001 per share (the “Common Stock”). The price to the public is $3.82 per share, and H.C. Wainwright has agreed to purchase the shares from the Company pursuant to the Underwriting Agreement at a price of $3.53 per share and the Company also agreed to reimburse H.C. Wainwright for customary fees and expenses, including those described below. Under the terms of the Underwriting Agreement, the Company also granted H.C. Wainwright an option exercisable for 30 days to purchase up to an additional 589,005 shares of Common Stock at the same price. The offering is expected to close on or about July 26, 2021, subject to customary closing conditions.

In connection with the offering, the Company agreed to pay H.C. Wainwright an underwriting discount equal to 7.5% of the gross proceeds of the offering and a management fee equal to 1.0% of the gross proceeds of the offering. The Company has also agreed to pay H.C. Wainwright (a) $50,000 for non-accountable expenses, (b) up to $100,000 for fees and expenses of legal counsel and other out-of-pocket expenses and (c) clearing expenses of $15,950.

The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and H.C. Wainwright, 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 such parties.

The offering is being made pursuant to the Company’s effective registration statement on Form S-3 (File No. 333-229990) and an accompanying prospectus previously filed with the Securities and Exchange Commission and a preliminary and final prospectus supplement thereunder. The Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K, and the description of the material 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.