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S-1
PROTEON THERAPEUTICS INC filed this Form S-1 on 09/16/2014
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Proteon Therapeutics, Inc.

Notes to Financial Statements (Continued)

9. Redeemable Convertible Preferred Stock (Continued)

        The Preferred Stock may be redeemed upon written election of the holders of 80% of the Series D Preferred Stock, Series C Preferred Stock, Series B Preferred Stock, Series A-1 Preferred Stock and Series A Preferred Stock on or after May 13, 2019. The Series D Preferred Stock, Series C Preferred Stock, Series B Preferred Stock, Series A-1 Preferred Stock and Series A Preferred Stock will receive, through a series of three installments $0.588656, $1.15, $1.15, $1.10 and $1.00, respectively, per share (subject to certain adjustments) plus any Accruing Dividends accrued but unpaid thereon, whether or not declared, together with any other dividends declared but unpaid thereon.

        If the Company does not have sufficient funds available to redeem all shares of Preferred Stock, then the Company shall redeem first, a pro rata portion of each holder's Series D Preferred Stock to the fullest extent of the funds available and shall redeem the remaining shares of Series D Preferred Stock as funds become available until all shares of Series D Preferred Stock have been redeemed in full. Then, it shall redeem a pro rata portion of each holder's Series C Preferred Stock to the fullest extent of the funds available and shall redeem the remaining shares of Series C Preferred Stock as funds become available until all shares of Series C Preferred Stock have been redeemed in full. Then, it shall redeem a pro rata portion of each holder's Series B Preferred Stock to the fullest extent of the funds available and shall redeem the remaining shares of Series B Preferred Stock as soon as practicable as funds become available until all shares of Series B Preferred Stock have been redeemed in full. Then, it shall redeem a pro rata portion of each holder's Series A Preferred Stock and Series A-1 Preferred Stock out of funds available and shall redeem the remaining shares of Series A Preferred Stock and Series A-1 Preferred Stock as soon as funds become available for such purpose. Refer to Note 15 for further details.

10. Common Stock

General

        The voting, dividend and liquidation rights of the holders of shares of Common Stock are subject to and qualified by the rights, powers and preferences of the holders of shares of Preferred Stock. The Common Stock has the following characteristics:

Voting

        The holders of shares of Common stock are entitled to one vote for each share of Common Stock held at all meetings of stockholders and written action in lieu of meetings; there is no cumulative voting.

Dividends

        The holders of shares of Common Stock are entitled to receive dividends, if and when declared by the Board of Directors. Cash dividends may not be declared or paid to holders of shares of Common Stock until paid on each series of outstanding Preferred Stock in accordance with their respective terms. As of June 30, 2014 (unaudited), no dividends have been declared or paid since the Company's inception.

Liquidation

        After payment to the holders of shares of Preferred Stock of their liquidation preferences, the holders of the Common Stock are entitled to share ratably in the Company's assets available for distribution to stockholders, in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company or upon the occurrence of a deemed liquidation event.

F-26