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S-1
PROTEON THERAPEUTICS INC filed this Form S-1 on 09/16/2014
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Plan, as amended and in effect from time to time. The exercise price per share ranged from $0.08 to $1.40. Options to purchase shares of our common stock pursuant to our 2006 Equity Incentive Plan, as amended and in effect from time to time, generally vest either 25% on the first anniversary of the vesting start date, with the remainder vesting in 12 equal quarterly installments, or in 16 equal quarterly installments.

        During the three year period ended August 31, 2014, an aggregate of 164,487 shares of our common stock were issued upon exercise of outstanding stock options granted under our 2006 Equity Incentive Plan, as amended and in effect from time to time, with exercise prices ranging from $0.08 to $0.20 per share.

        No underwriters were involved in the foregoing issuances of securities. The offers, sales and issuances of the securities described above were deemed to be exempt from registration under the Securities Act in reliance upon Rule 701 or Section 4(a)(2) of the Securities Act. The offers, sales and issuances of the securities that were deemed to be exempt in reliance on Rule 701 were transactions under compensatory benefit plans and contracts relating to compensation as provided under Rule 701. The offers, sales and issuances of the securities that were deemed to be exempt in reliance upon Section 4(a)(2) were each transactions not involving any public offering, and all recipients of these securities were accredited investors within the meaning of Rule 501 of Regulation D of the Securities Act who were acquiring the applicable securities for investment and not distribution and had represented that they could bear the risks of the investment. Each of the recipients of securities in these transactions had adequate access, through employment, business or other relationships, to information about us.

Item 16.    Exhibits and Financial Statement Schedules.

(a)   Exhibits

Exhibit No.   Description
  1.1 * Form of Underwriting Agreement.
        
  3.1   Fifth Amended and Restated Certificate of Incorporation of the Company, as currently in effect.
        
  3.2 * Form of Amended and Restated Certificate of Incorporation of the Company, to be in effect upon completion of the offering.
        
  3.3   Bylaws of the Company, as currently in effect.
        
  3.4 * Form of Amended and Restated Bylaws of the Company, to be in effect upon completion of the offering.
        
  4.1 * Form of Common Stock Certificate.
        
  4.2   Fourth Amended and Restated Investors' Rights Agreement, dated May 13, 2014, between the Company and certain investors named therein.
        
  4.3   Series D Preferred Stock Purchase Agreement, dated May 13, 2014, between the Company and certain investors named therein.
        
  5.1 * Form of Opinion of Bingham McCutchen LLP.
        
  10.1 †* 2006 Equity Incentive Plan, as amended and restated August 21, 2014.
        
  10.2 †* 2014 Equity Incentive Plan.
        
  10.3 Offer Letter by and between the Company and Daniel Gottlieb, dated July 19, 2007.
        
  10.4 Employment Agreement by and between the Company and Timothy P. Noyes, dated April 14, 2006, as amended April 29, 2009.
 
   

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