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S-1
PROTEON THERAPEUTICS INC filed this Form S-1 on 09/16/2014
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        Each $1.00 increase or decrease in the assumed initial public offering price of $            per share, the mid-point of the price range set forth on the cover page of this prospectus, would increase or decrease each of cash and cash equivalents, additional paid-in capital, total stockholders' deficit and total capitalization on a pro forma as adjusted basis by approximately $             million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Each increase or decrease of 1,000,000 shares in the number of shares offered by us would increase or decrease each of cash and cash equivalents, additional paid-in capital, total stockholders' deficit and total capitalization on a pro forma as adjusted basis by approximately $             million, assuming no change in the assumed initial public offering price of $            per share and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

        The table above does not include the following potentially dilutive shares of common stock outstanding at June 30, 2014:

    17,982,120 shares of our common stock issuable upon the exercise of stock options outstanding at a weighted-average exercise price of $0.22 per share;

    10,471,282 shares of our common stock issuable upon the exercise of outstanding warrants at a weighted average exercise price of $0.29 per share that we expect to be exercised in full prior to the closing of this offering;

    18,361 shares of common stock reserved for issuance pursuant to future equity awards under our 2006 Equity Incentive Plan; and

    shares of common stock reserved for future issuance under our 2014 Equity Incentive Plan, which will become effective immediately prior to the closing of this offering (including      shares reserved for issuance under our 2006 Equity Incentive Plan, which will be added to the shares reserved for issuance under the 2014 Equity Incentive Plan upon its effectiveness).

Series D Convertible Preferred Stock

        Initial issuance of Series D convertible preferred stock.    On May 13, 2014, we entered into a Series D Convertible Preferred Stock Purchase Agreement, or the Series D Purchase Agreement, pursuant to which (i) we sold and issued a total of 10,344,201 shares of Series D convertible preferred stock upon the conversion of approximately $4.5 million of principal and accrued interest outstanding under convertible promissory notes at a conversion price of $0.4414 per share, and (ii) we sold and issued 42,469,626 shares of Series D convertible preferred stock to new and existing investors for aggregate gross proceeds of $25.0 million at a price per share of $0.588656.

        Additional issuances of Series D convertible preferred stock.    The Series D Purchase Agreement also contemplates our sale in two additional subsequent closings, which we refer to as the second tranche and third tranche closings, of up to an additional 33,975,700 shares of our Series D convertible preferred stock. Our right to cause the second and third tranche closings to occur will terminate at the closing of this offering.

        Individual Purchase Rights after the closing of this offering.    Following the closing of this offering, the investors that are parties to the Series D Purchase Agreement will have individual purchase rights under the Series D Purchase Agreement to purchase from us, at any time and from time to time until May 13, 2024, an aggregate of            shares of our common stock, assuming an initial public offering price of $            per share, the midpoint of the price range set forth on the cover page of this prospectus, and assuming also that such individual purchase rights are not terminated, in whole or in part, as described below in this paragraph. The purchase price per share for common stock purchased pursuant to such individual purchase rights will be the lower of (i) 0.588656, the Series D conversion price immediately prior to this offering and (ii) the initial public offering price. If we or our underwriters offer to the investors that

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