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SEC Filings

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

        If you invest in our common stock in this offering, your ownership interest will be diluted immediately to the extent of the difference between the public offering price per share of our common stock and the pro forma net tangible book value per share of our common stock after this offering.

        Our historical net tangible book deficit as of June 30, 2014 was $(109.3) million or $(28.51) per share of common stock, based on 3,833,606 shares of common stock outstanding as of June 30, 2014. Historical net tangible book value per share is determined by dividing our total tangible assets less total liabilities and redeemable preferred stock by the actual number of shares of common stock outstanding.

        Our pro forma net tangible book gain as of June 30, 2014 was $21.2 million, or $0.15 per share of common stock, based on 138,752,300 shares of common stock outstanding after giving effect to the automatic conversion of all of our outstanding series A, A-1, B, C and D convertible preferred stock into 134,918,694 shares of common stock upon the listing of our common stock on the NASDAQ Global Market. These shares include an additional 14,599,918 shares of common stock issuable upon conversion of all of our outstanding series A, A-1, B and C convertible preferred stock, which additional shares are issuable as a result of conversion price adjustments in the anti-dilution provisions of our series A, A-1, B and C convertible preferred stock, as a result of the issue price of our series D convertible preferred stock and which is described in the section of this prospectus entitled "Capitalization—Series D Preferred Stock Financing." Our pro forma net tangible book gain also includes the extinguishment of the liability related to the Series D investors' purchase rights.

        Pro forma net tangible book value per share is determined by dividing our total tangible assets less total liabilities and redeemable preferred stock by the pro forma number of shares of common stock outstanding at June 30, 2014 before giving effect to our sale of shares of common stock in this offering.

        After giving further effect to our issuance and sale of            shares of our common stock in this offering at an assumed initial public offering price of $            per share, which is the midpoint of the price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, our pro forma net tangible book value as of June 30, 2014 would have been $             million, or $            per share. This represents an immediate increase in pro forma net tangible book value per share of $            to existing stockholders and immediate dilution of $            in pro forma net tangible book value per share to new investors purchasing common stock in this offering.

        Dilution per share to new investors is determined by subtracting pro forma net tangible book value per share after this offering from the initial public offering price per share paid by new investors. The following table illustrates this dilution on a per share of common stock basis assuming the underwriters do not exercise their option to purchase additional shares of common stock:

Assumed initial public offering price per share

        $    

Historical net tangible book value per share as of June 30, 2014

  $ (28.51 )      

Pro forma increase per share as of June 30, 2014 attributable to conversion of convertible preferred stock

  $ 28.66        
             

Pro forma net tangible book value per share as of June 30, 2014 before giving effect to this offering

  $ 0.15        
             
             

Increase per share attributable to this offering

             
             

Pro forma net tangible book value per share, as adjusted to give effect to this offering

             
             

Dilution in pro forma net tangible book value per share to new investors in this offering

        $    
             
             

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