Entry into a Material Definitive Agreement

On April 5, 2023, TRACON Pharmaceuticals, Inc. (the "Company") entered into a second amendment with effect from March 31, 2023 (the "Loan Amendment") to the loan and security agreement, dated as of September 2, 2022 and amended December 22, 2022 (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") (Filing, 8-K, Tracon Pharmaceuticals, APR 5, 2023, View Source [SID1234629886]). The Loan Amendment amends the RGC Loan Agreement to, among other things, provide for the following terms: on or before April 15, 2023, if the Company has raised at least $25.0 million in net cash proceeds from certain equity or debt transactions prior to making such request, Lender may, in its sole and absolute discretion, allow or deny loaning to the Company an aggregate principal amount of $10.0 million, with the full amount funded in a single disbursement. If the loan described above is not made by April 15, 2023, the maturity date will be April 15, 2023, the RGC Loan Agreement will terminate on that date, and the Company will not be obligated to pay the prepayment fee described in the RGC Loan Agreement but the final payment fee described in the RCG Loan Agreement will become immediately due and payable.

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All other material terms, including the interest-only period and covenants in the RGC Loan Agreement remain unchanged.

The foregoing summary of the material terms of the Loan Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Loan Amendment, a copy of which will be filed with the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023.