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): July 1226, 2024

Tracon Pharmaceuticals, Inc.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-36818	34-2037594
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4350 La Jolla Village Drive, Suite 800
San Diego, California		92122
(Address of Principal Executive Offices)		(Zip Code)

    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:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	TCON	OTCQB

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 32.0105 ~~Notice~~Costs ofAssociated ~~Delisting~~with orExit ~~Failure to Satisfy a Continued Listing Rule~~ or ~~Standard;~~Disposal ~~Transfer of Listing~~Activities.

AsOn ~~previously~~July ~~disclosed~~26, ~~on June 11,~~ 2024, ~~TRACON~~the ~~Pharmaceuticals,~~Board ~~Inc.~~of Directors (the “~~Company~~Board”) ~~received~~of aTRACON ~~determination~~Pharmaceuticals, ~~letter~~Inc. (the “~~Delisting Notification~~Company”) ~~from~~unanimously ~~Nasdaq~~approved ~~stating~~a ~~that~~reduction-in-force ~~the Nasdaq Hearings Panel~~ (the “~~Panel~~Reduction in Force”) ~~has~~of ~~determined~~substantially toall ~~delist~~of ~~the~~its ~~Company’s~~employees ~~common~~to ~~stock,~~be ~~par~~effective ~~value~~on ~~$0.001~~July ~~per~~31, ~~share~~2024, ~~(the~~in ~~“Common~~connection ~~Stock”),~~with ~~from~~ the ~~Nasdaq~~planned ~~Stock~~wind ~~Market~~down ~~LLC~~of ~~(“Nasdaq”),~~the ~~pending~~Company’s aoperations. ~~request~~The ~~for~~Company aexpects ~~review~~to ofincur ~~the~~one-time ~~Panel’s~~charges ~~delisting~~and ~~determination.~~cash Asexpenditures aassociated ~~result,~~with the ~~Company~~workforce ~~began~~reduction ~~trading~~of onapproximately ~~OTCQB~~$1.7 ~~Venture~~million, ~~Market~~primarily asrelated ofto ~~June~~employee ~~28,~~wages ~~2024~~ and ~~requested~~severance apayments, ~~review~~benefits ofand ~~the~~related ~~Panel’s~~termination ~~decision~~costs.

OnThe ~~July~~estimates ~~10,~~of ~~2024~~charges, ~~the~~costs ~~Company~~and ~~notified~~expenses ~~Nasdaq~~that ~~of its withdrawal of~~ the ~~appeal~~Company ~~and~~expects ~~has~~to ~~requested~~incur ~~that~~in ~~Nasdaq~~connection ~~file~~ with the ~~SEC~~workforce areduction ~~Notification~~are ofsubject ~~Removal from Listing and/or Registration on Form 25~~ to ~~delist~~a ~~and~~number ~~deregister the Company’s common stock under Section 12(b)~~ of ~~the~~assumptions ~~Securities Exchange Act of 1934, as amended. On July 12, 2024, Nasdaq notified the Company that it will delist the Company’s common stock on July 16, 2024~~ and ~~will~~actual ~~file~~results amay ~~Form~~differ ~~25.~~materially ~~The delisting of the common stock~~ from ~~Nasdaq will be effective 10 days after the filing of the Form 25~~estimates.

~~Forward-Looking~~Additionally, ~~Statements~~on July 30, 2024, the Board unanimously approved the dissolution and liquidation of the Company pursuant to a plan of dissolution (the “Plan of Dissolution”), subject to stockholder approval. We intend to call a special meeting of the stockholders to seek approval of the Plan of Dissolution and will file proxy materials relating to the special meeting with the Securities and Exchange Commission as soon as practicable.

~~Statements~~A ~~contained~~copy ~~in this current report regarding matters that are not historical facts are “forward-looking statements” within the meaning~~ of the ~~Private~~press ~~Securities~~release ~~Litigation~~we ~~Reform~~issued ~~Act~~on ofJuly ~~1995. Because such statements are subject to risks and uncertainties~~30, ~~actual~~2024 ~~results may differ materially from those expressed or implied by such forward-looking statements. Such statements include~~announcing, ~~but~~among ~~are~~other ~~not limited to~~things, ~~statements regarding~~ the ~~timing of the delisting of the Company from Nasdaq ;and the Company~~Board’s ~~ability~~approval toof ~~continue trading on~~ the ~~OTCQB~~Plan ~~Venture~~of ~~Market.~~Dissolution Risks that could cause actual results to differ from those expressed in these forward-looking statements include: the Company may fail to establish or maintain compliance with applicable OTCQB Venture Market quotation requirements, and ~~other risks described in~~ the ~~Company’s~~Reduction ~~filings with the SEC under the heading “Risk Factors”. All forward-looking statements contained~~ in ~~this~~Force ~~press~~is ~~release~~filed ~~speak~~herewith ~~only~~ as ofExhibit ~~the~~99.1 ~~date on which they were made~~ and ~~are~~incorporated ~~based~~herein 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~~reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Directors

On July 30, 2024, in connection with the planned wind down of the Company’s operations, Charles P. Theuer, M.D., Ph.D., Lisa Johnson-Pratt, M.D., Carol C. Lam. J.D., William R. LaRue, Martin A. Mattingly, Pharm.D., Saundra Pelletier, J. Rainer Twiford, J.D., Ph.D. and Stephen T. Worland, Ph.D., each notified the Company of their respective resignations as members of the Board and all committees thereof, effective July 31, 2024. None of these resignations resulted from any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Departure of Officers; Transition into Consultant Roles

On July 30, 2024, Charles P. Theuer, M.D., Ph.D., tendered his resignation as the Company’s President and Chief Executive Officer, to be effective as of July 31, 2024. Dr. Theuer will be entitled to the continuation of health benefits for 12 months following the date of his termination.

In connection with the Reduction in Force, Scott B. Brown, CPA, Chief Financial Officer and Secretary will cease serving as an officer of the Company effective July 31, 2024. Mr. Brown will be entitled to certain severance payments and the continuation of health benefits pursuant to his employment agreement with the Company dated January 28, 2020 and severance agreement dated December 4, 2019.

Appointment of Director and Officer

On July 30, 2024, the Board appointed Craig R. Jalbert, age 62, as the Company’s President, Chief Executive Officer, Secretary, Treasurer, and sole member of the Board, effective July 31, 2024. Mr. Jalbert will also serve as the Company’s principal executive officer, and as its principal financial officer and principal accounting officer. Mr. Jalbert’s term as director shall expire upon the election and qualification of his successor. Mr. Jalbert has not been appointed to any committee of the Board and as of the date hereof is not expected to be appointed to any committee of the Board.

Mr. Jalbert has served as a principal of the Foxborough, Massachusetts accounting firm of Verdolino & Lowey, P.C. since 1987. For over 30 years he has focused his practice in distressed businesses and has served, and continues to serve, in the capacities of officer and director for numerous firms in their wind-down phases.

In connection with his appointment as an officer and director of the Company, Mr. Jalbert will be compensated in the amount of $10,000 per month through the date the Company receives a stockholder vote on its Plan of Dissolution and $50,000 per year for a period of three years thereafter. Mr. Jalbert was appointed to the Board and as an officer of the Company pursuant to an engagement letter with the Company, executed on July 30, 2024, to assist the Company in developing a plan of wind down of the Company’s business affairs. There are no family relationships between Mr. Jalbert and any director or executive officer of the Company, and Mr. Jalbert has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.



Exhibit No.		Description

99.1		Press Release, dated July 30, 2024.

104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

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.

			TRACON Pharmaceuticals, Inc.
Date:	July 1630, 2024	By:	/s/ Charles P. Theuer, M.D., Ph.D.
			Charles P. Theuer, M.D., Ph.D.President and Chief Executive Officer

Filing Compare · Tracon Pharmaceuticals, Inc.