TRACON fails to achieve quorum for liquidation vote; adjourns special meeting to Nov 12

Tracon Pharmaceuticals, Inc.

Special meeting to vote on dissolution had only 294,397 shares present; quorum not met.
CEO Craig R. Jalbert acquired a single Super-Voting Share for $0.01, with extra votes only on dissolution.
Bylaws amended: quorum now requires majority of voting power, not majority of outstanding shares.
Super-Voting Share cannot be transferred without board consent; ranks senior to common on liquidation.
Adjourned special meeting scheduled for November 12, 2024 to achieve quorum.

item 3.02 item 5.03 item 5.07 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Tracon Pharmaceuticals, Inc.: Filed Certificate of Designation of Series A Preferred Stock to establish a super-voting share with specific rights and preferences (effective 2024-10-11).

Change: charter amendment
Effective: 2024-10-11

Exact text from the filing

On October 11, 2024, the Company filed a Certificate of Designation of Series A Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Delaware with respect to the Super-Voting Share.

View on SEC.gov

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Tracon Pharmaceuticals, Inc.: Amended Article III, Section 8 of the bylaws to allow holders of a majority of voting power (rather than a majority of outstanding shares) to constitute a quorum (effective 2024-10-11).

Change: bylaw amendment
Effective: 2024-10-11

Exact text from the filing

On October 11, 2024, the Board approved the amendment of Article III, Section 8 of the Company’s bylaws to enable the holders of a majority of the voting power of, rather than the majority of, the outstanding shares of stock of the Company entitled to vote at a meeting of stockholders to constitute a quorum for the transaction of business.

View on SEC.gov

Browse all governance changes →

Source: SEC EDGAR

accession 0000950170-24-114315

view filing index on sec.gov

view primary document

Machine-readable: JSON · Markdown · Plain text

This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice. See methodology for how this pipeline works.