TRACON amends loan agreement with Runway; authorized shares raised to 60M

On April 20, 2023, following stockholder approval of the Authorized Share Proposal, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended (the “Charter Amendment”), to increase the authorized number of shares of the Common Stock from 40,000,000 to 60,000,000 shares.

On April 20, 2023, TRACON Pharmaceuticals, Inc. (the “Company”) entered into a third amendment with effect from April 15, 2023 (the “Loan Amendment”) to the loan and security agreement, dated as of September 2, 2022 and amended as of December 22, 2022 and March 31, 2023 (the “RGC Loan Agreement”), by and among the Company, each party to the RGC Loan Agreement from time to time a borrower thereunder, the lenders from time to time a party thereto and Runway Growth Finance Corp., as administrative agent and collateral agent for the lenders (“Lender”).

Proposal 5. Approval, in accordance with applicable rules of the Nasdaq Stock Market, of the issuance of shares of Common Stock upon the potential future exercise of certain outstanding warrants held by Opaleye L.P. and its affiliates that would result in Opaleye L.P. and its affiliates owning in excess of 19.99% of the shares of Common Stock outstanding immediately after giving effect to such exercise. Votes For Votes Against Abstentions Broker Non-Votes 9,477,976 134,826 83,714 5,214,188

Proposal 4. Approval of an amendment to the Company’s certificate of incorporation to increase its authorized shares of Common Stock from 40,000,000 to 60,000,000. Votes For Votes Against Abstentions Broker Non-Votes 14,511,586 350,454 48,664 —

Proposal 2. Approval, on an advisory basis, of the compensation of the Company’s named executive officers Votes For Votes Against Abstentions Broker Non-Votes 9,445,068 237,054 14,394 5,214,188

Proposal 6. Ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 Votes For Votes Against Abstentions Broker Non-Votes 14,850,009 53,532 7,163 —

Proposal 3. To indicate, on an advisory basis, the preferred frequency of future stockholder advisory votes on the compensation of the Company’s named executive officers 1 Year 2 Years 3 Years Abstentions 9,597,869 30,744 57,952 9,951

Proposal 1. Election of Directors Name Votes For Votes Withheld Broker Non-Votes Carol Lam, J.D. 9,530,655 165,861 5,214,188 Martin Mattingly, Pharm.D. 9,195,215 501,301 5,214,188 J. Rainer Twiford, J.D., Ph.D. 9,560,036 136,480 5,214,188