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SEC Filings

PROTEON THERAPEUTICS INC filed this Form S-3/A on 08/14/2017
Entire Document


The information contained in this prospectus is not complete and may be changed. The selling stockholders named in this prospectus may not sell these securities until the Registration Statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not a solicitation of offers to buy these securities in any jurisdiction where such offer or sale is not permitted.


Subject to Completion, dated August 14, 2017




22,112,775 Shares of Common Stock


This prospectus relates to the possible resale, from time to time, by the selling stockholders identified in this prospectus of up to 22,112,775 shares of our common stock, par value $0.001 per share, issuable upon conversion of our Series A Convertible Preferred Stock (subject to adjustment as set forth in the Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock), initially issued in a private placement, which closed on August 2, 2017. We are not selling any shares of common stock under this prospectus and will not receive any of the proceeds from the sale of shares of common stock by the selling stockholders.


The selling stockholders may offer the shares from time to time as each selling stockholder may determine through public or private transactions or through other means described in the section entitled “Plan of Distribution” or a supplement to this prospectus. Each selling stockholder may also sell shares under Rule 144 under the Securities Act of 1933, as amended, if available, rather than under this prospectus.


We are registering the offer and sale of these shares pursuant to certain registration rights granted to the selling stockholders. The registration of these shares of common stock does not necessarily mean that any of the shares will be offered or sold by the selling stockholders. The timing and amount of any sale is within the sole discretion of each selling stockholder.


The selling stockholders will pay all underwriting discounts and selling commissions, if any, in connection with the sale of the shares of common stock. We have agreed to pay certain expenses in connection with this registration statement and to indemnify the selling stockholders against certain liabilities. To our knowledge, as of the date of this prospectus, no underwriter or other person has been engaged to facilitate the sale of shares of common stock in this offering.


Our common stock is listed on The NASDAQ Global Market under the symbol “PRTO.” On August 11, 2017, the closing price of our common stock was $1.30 per share.


Investing in our common stock involves a high degree of risk. You should carefully read the risks and uncertainties included herein under the heading “Risk Factors” on page 7 of this prospectus, and under similar headings in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016 and our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2017, which have been filed with the Securities and Exchange Commission, or the SEC, and are incorporated by reference in this prospectus and in the other documents that are filed after the date hereof and incorporated by reference into this prospectus.


Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.


The date of this prospectus is                      , 2017.