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

 

3.6.                            Management Rights Letter.  At Closing under and as defined in the Purchase Agreement, the Company shall deliver to each Investor that participates in such Closing and who makes such a request, a Management Rights Letter (as defined in the Purchase Agreement) in a form reasonably acceptable to the Investors.

 

4.                                      Rights to Future Stock Issuances.

 

4.1.                            Right of First Offer.

 

(a)                                 Subject to the terms and conditions of this Section 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Investor: (i) that holds at least 150,000 shares of Preferred Stock (subject to appropriate adjustment for stock splits, stock dividends, combinations, and other recapitalizations); and (ii) which is an “Accredited Investor” as defined in Rule 501 under the Securities Act (“Qualified Investors”).  A Qualified Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate.”

 

(b)                                 The Company shall give notice (the “Offer Notice”) to each Qualified Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities.

 

(c)                                  By notification to the Company within twenty (20) calendar days after the Offer Notice is given, each Qualified Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock issued and held, or issuable upon conversion of the Preferred Stock and any other Derivative Securities then held, by such Qualified Investor bears to the total Common Stock of the Company then outstanding (assuming full conversion and exercise of all Derivative Securities).  At the expiration of such twenty (20) day period, the Company shall promptly notify each Qualified Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Qualified Investor’s failure to do likewise.  During the ten (10) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Qualified Investors were entitled to subscribe but that were not subscribed for by the Qualified Investors which is equal to the proportion that the Common Stock issued and held, or issuable upon conversion of Preferred Stock then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable upon conversion of the Preferred Stock then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares.  The closing of any sale pursuant to this Section 4.1(c) shall occur within sixty (60) calendar days of the date that the Offer Notice is given.

 

(d)                                 If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section 4.1(c)the Company may, during the ninety (90) day period following the expiration of the periods provided in Section 4.1(c)offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price

 

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