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S-1
PROTEON THERAPEUTICS INC filed this Form S-1 on 09/16/2014
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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

        Other than compensation arrangements, we describe below transactions and series of similar transactions, since January 1, 2011, to which we were a party or will be a party, in which:

    the amounts involved exceeded or will exceed $120,000; and

    any of the directors, executive officers or holders of more than 5% of the capital stock of Proteon, or any member of the immediate family of the foregoing persons, had or will have a direct or indirect material interest.

Compensation arrangements for our directors and named executive officers are described elsewhere in this prospectus.

Debt Financing

        In April 2013, we entered into a convertible note purchase agreement with beneficial owners of more than 5% of our capital stock, pursuant to which, in September 2013, we issued secured convertible promissory notes. The notes carried interest at 8% per annum. In May 2014, these notes were converted and the aggregate amount of outstanding principal and unpaid accrued interest thereon was exchanged for shares of our Series D convertible preferred stock, as described below under "—Series D Preferred Stock Financing." The following table sets forth the aggregate principal amount of promissory notes that we issued to our directors, executive officers and 5% stockholders, and their affiliates or immediate family members:

Investor
  Aggregate Principal
Amount of Notes
 

Intersouth Partners VI, L.P. 

  $ 653,950  

Prism Venture Partners and related funds

  $ 937,000  

Skyline Venture Partners Qualified Purchaser Fund IV, LP

  $ 921,241  

TVM Capital and related funds

  $ 1,172,529  

Preferred Stock Financing

    Series C Preferred Stock Financing

        In August 2011, we issued and sold to investors an aggregate of 13,202,932 shares of our Series C convertible preferred stock and warrants to purchase 10,471,282 shares of our common stock, at a purchase price of $1.15 per share, for aggregate consideration of approximately $15,183,371, which was paid for in cash. As of June 30, 2014, there are 10,471,282 shares of our common stock issuable upon exercise of outstanding warrants at a weighted average exercise price of $0.29 per share. The following table sets forth the aggregate amount of securities that we issued to our directors, executive officers and 5% stockholders, and their affiliates or immediate family members in this transaction:

Investor
  Shares of
Series C
Preferred
Stock Issued
  Shares of
Common Stock
Underlying the
Warrants
  Purchase
Price
 

TVM Capital and related funds

    3,130,434     2,482,757   $ 3,599,999  

Skyline Venture Partners Qualified Purchaser Fund IV, L.P. 

    2,436,437     1,932,346   $ 2,801,903  

Prism Venture Partners and related funds

    2,478,183     1,965,454   $ 2,849,910  

Intersouth Partners VI, L.P. 

    1,729,523     1,371,690   $ 1,988,951  

MPM Bio IV NVS Strategic Fund, LP

    1,645,073     1,304,713   $ 1,891,834  

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