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S-1
PROTEON THERAPEUTICS INC filed this Form S-1 on 09/16/2014
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DESCRIPTION OF CAPITAL STOCK

        The following description of our capital stock and provisions of our amended and restated certificate of incorporation, amended and restated bylaws and investors' rights agreement are summaries and are qualified by reference to the amended and restated certificate of incorporation and amended and restated bylaws that will become effective upon the closing of this offering as well as to those provisions of the investors rights' agreement that will remain in effect following the closing. We have filed copies of these documents with the SEC as exhibits to our registration statement of which this prospectus forms a part. The description of our capital stock reflects changes to our capital structure that will occur upon the closing of this offering. Currently, there is no established public trading market for our common stock.

General

        As of August 31, 2014, we had issued and outstanding:

    3,833,606 shares of our common stock;
    120,318,776 shares of our convertible preferred stock that will automatically convert into 134,918,694 shares of our common stock upon the closing of this offering;
    warrants to purchase a total of 10,471,282 shares of our common stock with a weighted-average exercise price of $0.29 per share that we expect to be exercised immediately prior to the closing of this offering; and
    options to purchase a total of 17,982,120 shares of our common stock with a weighted-average exercise price of $0.22 per share.

        As of August 31, 2014, we had outstanding 149,223,582 shares of common stock held of record by 64 shareholders, assuming the conversion of 120,318,776 shares of preferred stock outstanding as of August 31, 2014 into shares of our common stock and assuming the exercise of warrants to purchase an aggregate of 10,471,282 shares outstanding as of August 31, 2014 into shares of our common stock.

Common Stock

    Voting Rights. Each holder of our common stock is entitled to one vote for each share on all matters submitted to a vote of the stockholders, including the election of directors. Our stockholders do not have cumulative voting rights in the election of directors. An election of directors by our stockholders shall be determined by a plurality of votes cast by the stockholders entitled to vote on the election.

    Dividends. Subject to preferences that may be applicable to any then outstanding preferred stock, holders of our common stock are entitled to receive dividends, if any, as may be declared from time to time by our board of directors out of legally available funds.

    Liquidation. In the event of our liquidation, dissolution or winding up, holders of our common stock will be entitled to share ratably in the net assets legally available for distribution to stockholders after the payment of all of our debts and other liabilities and the satisfaction of any liquidation preference granted to the holders of any then outstanding shares of preferred stock.

    Rights and Preferences. Holders of common stock have no preemptive, conversion or subscription rights and there are no redemption or sinking fund provisions applicable to the common stock. The rights, preferences and privileges of the holders of common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock that we may designate in the future.

Preferred Stock

        Immediately prior to this offering, our certificate of incorporation provided for five series of preferred stock. As of August 31, 2014, we had outstanding an aggregate of 120,318,776 shares of preferred stock held of record by 60 stockholders.

        Upon closing of this offering, all outstanding shares of preferred stock will be automatically converted into                        shares of our common stock. Under our amended and restated certificate of

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