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SEC Filings

S-1
PROTEON THERAPEUTICS INC filed this Form S-1 on 09/16/2014
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    Series D Preferred Stock Financing

        On May 13, 2014, we issued and sold to investors an aggregate of 52,813,827 shares of our Series D convertible preferred stock, at a purchase price of $0.588656 per share, for aggregate consideration of $25,000,000. This included 10,344,201 shares of our Series D preferred stock that was paid for by converting of approximately $4.5 million of principal indebtedness and unpaid accrued interest thereon under the promissory notes described above under "—Debt Financing", at a conversion price of $0.4414 per share, which represented a 25% discount on the purchase price per share of our Series D convertible preferred stock issued and sold in the offering.

        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 D
Preferred
Stock Issued
  Purchase
Price
 

Abingworth Bioventures VI, LP

    16,044,081   $ 9,444,445  

Pharmstandard International S.A. 

    8,493,925   $ 5,000,000  

Deerfield and related funds

    8,493,925   $ 5,000,000  

TVM Capital and related funds

    5,005,486   $ 2,534,850  

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

    3,932,747   $ 1,991,600  

Prism Venture Partners and related funds

    4,000,070   $ 2,025,698  

Intersouth Partners VI, L.P. 

    2,319,806   $ 1,135,974  

MPM Bio IV NVS Strategic Fund, LP

    1,765,137   $ 1,039,058  

Investors' Rights Agreement

        In connection with our Series D convertible preferred stock financing, on May 13, 2014, we entered into the Fourth Amended and Restated Investors' Rights Agreement with the holders of all of our then-outstanding shares of preferred stock including certain of our executive officers and entities with which certain of our directors are affiliated. The agreement provides that these holders have the right to demand that we file a registration statement with respect to the common stock issued upon conversion of our preferred stock. These holders may also request that shares of common stock held by them be included in certain registration statements that we are otherwise filing. See "Description of Capital Stock—Registration Rights."

Right of First Refusal and Co-Sale Agreement

        In connection with our Series D convertible preferred stock financing, on May 13, 2014, we entered into the Fourth Amended and Restated Right of First Refusal and Co-Sale Agreement with the holders of all of our then-outstanding shares of preferred stock including certain of our executive officers and entities with which certain of our directors are affiliated. Pursuant to the terms of this agreement, in the event of a proposed sale of shares of our common or preferred stock, the seller is required to first offer such shares to the company and to the other investors, subject to certain conditions and restrictions. This agreement will terminate upon the completion of this offering.

Voting Agreement

        In connection with our Series D convertible preferred stock financing on May 13, 2014, we entered into the Fourth Amended and Restated Voting Agreement with the holders of all of our then outstanding shares of preferred stock including certain of our executive officers and entities with which certain of our directors are affiliated, with respect to the election of directors and certain other matters. All of our

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