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

 

 

 

INCORPORATION OF DOCUMENTS BY REFERENCE

 

This Registration Statement is being filed for the purpose of increasing the number of securities of the same class as other securities for which a Registration Statement of the Registrant on Form S-8 relating to the same employee benefit plans, as amended, is effective. The Registrant previously registered shares of its Common Stock for issuance under the 2014 EIP and the ESPP under a Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on November 25, 2014 (File No. 333-200587). Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of the Registration Statement referenced above.

 

Part II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 8. Exhibits.

 

   
Exhibit Number Exhibit
   
4.1** Sixth Amended and Restated Certificate of Incorporation of Proteon Therapeutics, Inc. (filed as Exhibit 3.2 of Amendment No. 1 to Registration Statement on Form S-1/A (File No. 333-198777) filed with the Commission on October 7, 2014).
   
4.2** Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock, dated August 1, 2017 (incorporated by reference to Exhibit 3.1 of Current Report on Form 8-K (File No. 001-36694) filed with the Commission on August 3, 2017).
   
4.3** Second Amended and Restated By-laws of the Registrant (incorporated by reference to Exhibit 3.2 of Current Report on Form 8-K (File No. 001-36694) filed with the Commission on August 3, 2017).
   
4.4** Form of Common Stock certificate of Registrant (incorporated by reference to Exhibit 4.1 of Amendment No. 1 to Registration Statement on Form S-1/A (File No. 333-198777) filed with the Commission on October 7, 2014).
   
5.1* Opinion of Morgan, Lewis & Bockius LLP
   
10.1** Amended and Restated 2014 Equity Incentive Plan of the Registrant (incorporated by reference to Exhibit 10.1 of Current Report on Form 8-K (File No. 001-36694) filed with the Commission on August 3, 2017).
   
10.2** 2014 Employee Stock Purchase Plan of the Registrant and Forms of Enrollment Agreement, Notice of Withdrawal (filed as Exhibit 10.25 of Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-198777) as filed on October 7, 2014).
   
23.1* Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
   
23.2* Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1).
   
24.1* Powers of Attorney (included on the signature page of this Form S-8).
   
99.2* Form of Stock Option Agreement under the Amended and Restated 2014 Equity Incentive Plan of the Registrant.
   
99.3* Form of Option Exercise Form under the Amended and Restated 2014 Equity Incentive Plan of the Registrant.

 

* Filed herewith.
** Previously filed.