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):  April 29, 2020

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 Securities Act:

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 1.01Entry into a Material Definitive Agreement.

TRACON Pharmaceuticals, Inc. (the “Company”), previously entered into a common stock purchase agreement (the “Purchase Agreement”) with Aspire Capital Fund, LLC, an Illinois limited liability company (“Aspire Capital”), which provides that, upon the terms and subject to the conditions and limitations set forth therein, Aspire Capital is committed to purchase up to an aggregate of $15.0 million of shares of the Company’s common stock at the Company’s request from time to time during a 30 month period beginning on the Commencement Date (as defined in the Purchase Agreement).  The Purchase Agreement contains a limit with respect to the number of shares that can be issued without stockholder approval in accordance with applicable rules and regulations of the Nasdaq Stock Market (the “Share Limit”).

On April 29, 2020, the Company and Aspire entered into a first amendment to the Purchase Agreement to revise the Share Limit.  Pursuant to the revised Share Limit, the Company may not sell more than an aggregate of 1,099,527 shares of its common stock under the Purchase Agreement unless it obtains stockholder approval for the sale of additional shares or if after giving effect to a sale of all such 1,099,527 shares, the average price paid for all shares then-issued under the Purchase Agreement would be equal to or greater than $1.89 per share.  

The foregoing is a summary description of the first amendment to the Purchase Agreement and, by its nature, is incomplete.  A copy of the first amendment to the Purchase Agreement is filed herewith as Exhibit 99.1 to this Current Report on Form 8-K.  All readers are encouraged to read the entire text of the Purchase Agreement, as amended by the first amendment.

The issuance of shares of common stock that may be issued from time to time to Aspire Capital under the Purchase Agreement is exempt from registration under the Securities Act, pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act.

Item 3.02Unregistered Sales of Equity Securities.

The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02 in its entirety.

Item 9.01Financial Statements and Exhibits.

(d) Exhibits

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.