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SEC Filings

424B3
PROTEON THERAPEUTICS INC filed this Form 424B3 on 08/21/2017
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  (8) Perceptive Advisors LLC and Joseph Edelman had shared voting power and dispositive power over 675,859 shares of common stock held by Perceptive Life Sciences Master Fund Ltd (the “Fund”), including 341,743 shares of Common Stock being offered pursuant to this prospectus. Perceptive Advisors LLC serves as the investment manager to the Fund.  Joseph Edelman is the managing member of Perceptive Advisors LLC.

 

  (9) Fairmount Funds Management LLC (“FFM”) (the investment manager of Fairmount Healthcare Fund L.P. (“FHF”)), Peter Harwin and Tomas Kiselak may be deemed to have shared voting and dispositive power with respect to 449,745 shares of our common stock held by FHF, including 341,743 shares of common stock being offered pursuant to this prospectus by FHF, which are potentially issuable upon conversion of 340 shares of Series A Preferred Stock held by FHF, depending on, among other factors, the number of shares of our common stock outstanding from time to time.  Peter Harwin and Tomas Kiselak are the managing members of both FFM and Fairmount Healthcare Fund GP LLC (“FHF GP”). Each of FFM, FHF GP, Peter Harwin and Tomas Kiselak disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein.

 

  (10) The maximum number of shares of common stock being registered for resale is based upon each share of Series A Preferred Stock being convertible into approximately 1,005 shares of our common stock, at a conversion price of $0.9949 per share (subject to adjustment as set forth in the Certificate of Designation), and the applicable number of shares of Series A Preferred Stock purchased by each selling stockholder in the Transaction.

 

No offer or sale pursuant to this prospectus may occur unless the registration statement that includes this prospectus has been declared effective by the SEC and remains effective at the time a selling stockholder offers or sells shares of Common Stock. We are required, under certain circumstances, to update, supplement or amend this prospectus to reflect material developments in our business, financial position and results of operations and may do so by an amendment to this prospectus, a prospectus supplement or a future filing with the SEC incorporated by reference in this prospectus.

 

 

 

 

 

 

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