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SEC Filings

S-1
PROTEON THERAPEUTICS INC filed this Form S-1 on 09/16/2014
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Company, shares of Series D Preferred Stock pursuant to Section 2.1(a) hereof.  In the event that the provisions of clause (E) of the immediately preceding sentence are applicable with respect to one or more Purchasers, then (1) the rights and obligations of the Purchasers to purchase Second Tranche Shares pursuant to this Section 1.1(c) shall continue to apply only with respect to those Purchasers that have not previously purchased shares of Series D Preferred Stock from the Company pursuant to Section 2.1(a) hereof, (2) the rights and obligations of the Company to sell Second Tranche Shares pursuant to this Section 1.1(c) shall continue to apply only with respect to those Purchasers that have not previously purchased shares of Series D Preferred Stock from the Company pursuant to Section 2.1(a) hereof and (3) the aggregate purchase price payable by the Purchasers at the Second Tranche Closing for all of the Second Tranche Shares shall be automatically reduced to reflect the reduction in the number of Second Tranche Shares.

 

(iv)                              The rights and obligations of the Company and the Purchasers to consummate the sale and purchase of the Second Tranche Shares pursuant to this Section 1.1(c) shall automatically terminate on the earlier of (1) the sixteenth (16th) business day after September 30, 2017, (2) the consummation of a Deemed Liquidation Event, (3) the closing of the IPO (as defined in Section 1.4 hereof) and (4) the date on which all Purchasers have purchased shares of Series D Preferred Stock pursuant to, and in accordance with, Section 2.1(a) hereof.  In addition, if one or more Purchasers is or are in material breach of any representation, warranty, covenant or provision under this Agreement that is applicable to such Purchaser or Purchasers (which material breach remains uncured for at least thirty (30) days after written notice thereof), then the obligation of the Company to consummate the sale of any number of the Second Tranche Shares to such Purchaser or Purchasers pursuant to this Section 1.1(c), and the right of such Purchaser or Purchasers to consummate the purchase of such number of the Second Tranche Shares from the Company pursuant to this Section 1.1(c), may be terminated by the Company by giving written notice of termination to the breaching Purchaser or Purchasers.  Any termination pursuant to this Section 1.1(c)(iv) of the rights and/or obligations of the Company and/or the Purchasers to consummate the sale and purchase of the Second Tranche Shares pursuant to this Section 1.1(c) shall not relieve or release any party to this Agreement from any material breach by such party of any representation, warranty, covenant or provision under this Agreement that is applicable to such party if and to the extent that such material breach occurred prior to such termination.

 

(d)                                 Third Tranche.

 

(i)                                     Subject to the terms and conditions of this Agreement (including, without limitation, the terms and conditions set forth below in this Section 1.1(d)), at the Third Tranche Closing (as defined in section 1.2(c)(i)), the Company shall issue and sell to each Purchaser, and each Purchaser, acting severally and not jointly, shall purchase from the Company, that number of shares of Series D Preferred Stock set forth opposite each such Purchaser’s name under the heading “Third Tranche Shares” on Exhibit A, at a purchase price per share equal to the Series D Price.  Subject to the provisions of this Section 1.1(d), the aggregate number of shares of Series D Preferred Stock issued to the Purchasers at the Third Tranche Closing shall be 25,481,775 (such aggregate number of shares, subject to proportionate and equitable adjustment upon any stock split, stock dividend, reverse stock split or other similar event that affects or involves the Series D Preferred Stock, being hereinafter referred to as the

 

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