Item 8.01 Other Events.

TRACON Pharmaceuticals, Inc. (the "Company") is filing this Current Report on Form 8-K for the purpose of incorporating by reference into the Company's Registration Statement on Form S-3, as amended, (File No. 333-229990) the items filed herewith as Exhibits 5.1 and 23.1.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits.




Exhibit No.
              Description
5.1             Opinion of Cooley LLP  .

23.1            Consent of Cooley LLP (included in Exhibit 5.1).





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