Proteon logo     Print Page | Close Window

SEC Filings

S-8
PROTEON THERAPEUTICS INC filed this Form S-8 on 01/04/2018
Entire Document
 

 

 

 

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

                 
Large accelerated filer         Accelerated filer  
         
Non-accelerated filer     (Do not check if a smaller reporting company)   Smaller reporting company  
            Emerging growth company  

 

 

 

CALCULATION OF REGISTRATION FEE

 

Title of Securities
To Be Registered
  Amount
To Be
Registered (1)
  Proposed Maximum
Offering Price
Per Share (2)
  Proposed Maximum
Aggregate
Offering Price (2)
  Amount of
Registration
Fee
Amended and Restated 2014 Equity Incentive Plan
Common Stock (par value $0.001 per share)
   3,573,668 (3)   $1.88   $6,718,495.84   $836.45 
2014 Employee Stock Purchase Plan
Common Stock (par value $0.001 per share)
   164,491 (4)   $1.88   $309,243.08   $38.50 

 

 

(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Common Stock which become issuable under the Amended and Restated 2014 Equity Incentive Plan (the “2014 EIP”) and the 2014 Employee Stock Purchase Plan (the “2014 ESPP”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of the outstanding shares of the Registrant’s Common Stock.
   
(2) Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee based on the average of the high and low prices of the Registrant’s Common Stock as reported on the NASDAQ Global Market on January 2, 2018.
   
(3) Represents the aggregate number of shares of Common Stock that were automatically added to the shares authorized for issuance under the 2014 EIP on January 1, 2015, January 1, 2016, January 1, 2017 and January 1, 2018, pursuant to an “evergreen” provision contained in the 2014 EIP. Pursuant to such provision, on January 1 of each calendar year, the number of shares authorized for issuance under the 2014 EIP is automatically increased by a number equal to (a) 4% of the total number of shares of Common Stock as of the end of the immediately preceding fiscal year; or (b) such lesser number of shares of Common Stock as is determined by the Registrant’s board of directors (the “Board”) for the applicable year.
   
(4) Represents the number of shares of Common Stock that were automatically added to the shares authorized for issuance under the ESPP on January 1, 2015. The ESPP provides that an additional number of shares will automatically be added to the shares authorized for issuance under the ESPP on January 1 of each calendar year, from January 1, 2015 and ending on (and including) January 24, 2024. The number of shares added each year will be equal to (i) the lesser of (a) 1% of the total number of shares of Common Stock as of the end of the immediately preceding fiscal year or (b) 281,000 shares of Common Stock; or (ii) such lesser number of shares of Common Stock as is determined by the Board for the applicable year.