Item 3.01 Notice of Delisting or Failure to Satisfy Continued Listing Rule or

Standard; Transfer of Listing.

As previously announced, TRACON Pharmaceuticals, Inc. (the "Company") received notice from the Nasdaq Stock Market LLC ("Nasdaq") that the Company's stockholders' equity did not satisfy the Nasdaq Global Market continued listing requirement set forth in Nasdaq Stock Market Rule 5450(b)(1)(A) (the "Rule"). The Company was subsequently granted an extension of time until February 10, 2020 to regain compliance with the Rule.

On February 6, 2020, the Company received a letter from Nasdaq stating that the Company's application to list its common stock on the Nasdaq Capital Market has been approved. The Company satisfied the listing requirements set forth in the Nasdaq Stock Market Rules applicable to the Nasdaq Capital Market, including Rule 5505(b)(1)(A) with respect to stockholders' equity.

On February 7, 2020, the Company issued a press release with respect to the listing of its common stock on the Nasdaq Capital Market. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits.





Exhibit No.
               Description
99.1             Press release issued by TRACON Pharmaceuticals, Inc. on February 7,
               2020  .

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