Proteon logo     Print Page | Close Window

SEC Filings

S-1
PROTEON THERAPEUTICS INC filed this Form S-1 on 09/16/2014
Entire Document
 

 

Preferred Stock” means, collectively, shares of the Company’s Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, and Series D Preferred Stock.

 

Prior Agreement” shall have the meaning set forth in the Recitals.

 

Purchase Agreement” shall have the meaning set forth in the Recitals.

 

Qualified Investors” shall have the meaning set forth in Section 4.1.

 

Register,” “registered,” and “registration” refer to a registration effected by preparing and filing a registration statement or similar document in compliance with the Securities Act, and the declaration or ordering of effectiveness of such registration statement or document.

 

Registrable Securities” means (i) the Common Stock issuable or issued upon conversion of the Preferred Stock; (ii) Common Stock issuable or issued pursuant to the Purchase Agreement; (iii) the Warrant Shares; and (iv) any Common Stock issued as (or issuable upon the conversion or exercise of any warrant, right, or other security that is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, the shares referenced in clauses (i)-(iii) above; excluding in all cases, however, any Registrable Securities sold by a Person in a transaction in which the rights under Section 2 hereof are not assigned or any shares for which registration rights have terminated pursuant to Section 2.15 of this Agreement.

 

Registrable Securities then outstanding” means the number of shares of Registrable Securities determined by adding the shares of Common Stock outstanding that are Registrable Securities and the shares of Common Stock issuable pursuant to then exercisable or convertible securities that are Registrable Securities.

 

Restricted Securities” means the securities of the Company required to bear the legend set forth in Section 2.14(b).

 

Right of First Refusal and Co-Sale Agreement” means the Fourth Amended and Restated Right of First Refusal and Co-Sale Agreement dated as of the date hereof by and among the Company, the Investors and certain other holders of the Company’s capital stock, as amended and in effect from time to time.

 

S-3 Notice” shall have the meaning set forth in Section 2.3(a).

 

SEC” means the Securities and Exchange Commission.

 

SEC Rule 144” means Rule 144 promulgated by the SEC under the Securities Act.

 

SEC Rule 145” means Rule 145 promulgated by the SEC under the Securities Act.

 

4