As filed with the Securities and Exchange Commission on July 21, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
TRACON PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
Delaware |
| 34-2037594 |
(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
4350 La Jolla Village Drive, Suite 800 San Diego, California |
| 92122 |
(Address of Principal Executive Offices)
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| (Zip Code) |
Amended and Restated 2015 Equity Incentive Plan
(Full titles of the plans)
Charles P. Theuer, M.D., Ph.D.
President and Chief Executive Officer
TRACON Pharmaceuticals, Inc.
4350 La Jolla Village Drive, Suite 800
San Diego, California 92122
(858) 550-0780
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Scott B. Brown, CPA Chief Financial Officer TRACON Pharmaceuticals, Inc. 4350 La Jolla Village Drive, Suite 800 San Diego, California 92122 (858) 550-0780 | Sean M. Clayton Cooley LLP 4401 Eastgate Mall San Diego, California 92121 (858) 550-6000 |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
| ☐ |
| Accelerated filer |
| ☐ |
Non-accelerated filer |
| ☒ |
| Smaller reporting company |
| ☒ |
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| 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 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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Title of Securities to be Registered |
| Amount to be Registered (1) |
| Proposed Maximum Offering Price per Share (3) |
| Proposed Maximum Offering Price (3) |
| Amount of |
Common Stock, $0.001 par value per share, to be issued pursuant to the Amended and Restated 2015 Equity Incentive Plan |
| 150,000 (2) |
| $5.09 |
| $763,500 |
| $83.30 |
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(1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement includes such indeterminable number of additional shares of the registrant’s Common Stock (the “Common Stock”) as may be issued as a result of an adjustment to the shares by reason of a stock split, stock dividend or similar capital adjustment, as required by the plan. |
(2) | Represents an additional 150,000 shares of Common Stock to be used exclusively for the grant of equity awards as a material inducement for individuals to commence employment in compliance with Nasdaq Listing Rule 5635(c)(4). |
(3) | This estimate is computed in accordance with Rule 457(h) and (c) under the Securities Act solely for the purpose of calculating the registration fee, and is based on the average of the high and low prices of the Common Stock on July 16, 2021 as reported on the Nasdaq Capital Market. |
INCORPORATION OF DOCUMENTS BY REFERENCE
This registration statement is being filed for the purpose of registering additional securities of the same class as other securities for which a registration statement of TRACON Pharmaceuticals, Inc. (the “Registrant”) on Form S-8 relating to the same employee benefit plan is effective. In accordance with General Instruction E to Form S-8, the contents of the Registrant’s registration statements on Form S-8 filed with the Securities and Exchange Commission on January 30, 2015 (File No. 333-201808), February 19, 2016 (File No. 333-209592), March 1, 2017 (File No. 333-216347), March 1, 2018 (File No. 333-223333), March 1, 2019 (File No. 333-229988), February 28, 2020 (File No. 333-236732), and February 25, 2021 (File No. 333-253546) are hereby incorporated by reference.
INDEX TO EXHIBITS
Exhibit Number | Description of Document |
4.1(1) | |
4.2(2) | |
4.3(3) | |
4.4(4) | |
4.5(5) | |
4.6(6) | |
4.8(8) | |
4.9(9) | |
4.10(10) | |
4.11(11) | |
5.1 | |
23.1 | |
23.2 | |
24.1 | |
99.1(7) | TRACON Pharmaceuticals, Inc. Amended and Restated 2015 Equity Incentive Plan, as amended. |
(1) | Incorporated by reference to TRACON Pharmaceuticals, Inc.’s Current Report on Form 8-K, filed with the SEC on February 4, 2015. |
(2) | Incorporated by reference to TRACON Pharmaceuticals, Inc.’s Current Report on Form 8-K, filed with the SEC on December 9, 2020. |
(3) | Incorporated by reference to TRACON Pharmaceuticals, Inc.’s Current Report on Form 8-K, filed with the SEC on February 4, 2015. |
(4) | Incorporated by reference to TRACON Pharmaceuticals, Inc.’s Registration Statement on Form S-1 (File No. 333-201280), as amended. |
(5) | Incorporated by reference to TRACON Pharmaceuticals, Inc.’s Current Report on Form 8-K, filed with the SEC on October 21, 2019. |
(6) | Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed with the SEC on May 4, 2020. |
(7) | Incorporated by reference to the TRACON Pharmaceuticals, Inc.’s Current Report on Form 8-K, filed with the SEC on June 30, 2021. |
(8) | Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed with the SEC on August 27, 2020. |
(9) | Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed with the SEC on August 31, 2020. |
(10) | Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed with the SEC on December 22, 2020. |
(11) | Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed with the SEC on December 29, 2020. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, State of California, on this 21st day of July, 2021.
| TRACON PHARMACEUTICALS, INC. | |||
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| By: | /s/ Charles P. Theuer, M.D., Ph.D. | ||
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| Charles P. Theuer, M.D., Ph.D. President and Chief Executive Officer |
Know All Persons By These Presents, that each person whose signature appears below constitutes and appoints Dr. Charles P. Theuer, M.D., Ph.D. and Scott B. Brown, CPA, and each of them, as his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature |
| Title |
| Date |
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/s/ Charles P. Theuer, M.D., Ph.D. |
| President, Chief Executive Officer and Member of the Board of Directors |
| July 21, 2021 |
Charles P. Theuer, M.D., Ph.D. |
| (Principal Executive Officer) |
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/s/ Scott B. Brown, CPA |
| Chief Financial Officer (Principal Accounting and Financial Officer) |
| July 21, 2021 |
Scott B. Brown, CPA |
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/s/ William R. LaRue |
| Member of the Board of Directors |
| July 21, 2021 |
William R. LaRue |
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/s/ Martin A. Mattingly, Pharm.D. |
| Member of the Board of Directors |
| July 21, 2021 |
Martin A. Mattingly, Pharm.D. |
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/s/ Saundra Pelletier |
| Member of the Board of Directors |
| July 21, 2021 |
Saundra Pelletier |
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/s/ J. Rainer Twiford, J.D., Ph.D. |
| Member of the Board of Directors |
| July 21, 2021 |
J. Rainer Twiford, J.D., Ph.D. |
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/s/ Stephen T. Worland, Ph.D. |
| Member of the Board of Directors |
| July 21, 2021 |
Stephen T. Worland, Ph.D. |
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/s/ Lisa Johnson-Pratt, M.D. |
| Member of the Board of Directors |
| July 21, 2021 |
Lisa Johnson-Pratt, M.D. |
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