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SEC Filings

S-1
PROTEON THERAPEUTICS INC filed this Form S-1 on 09/16/2014
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such share of Series A Preferred Stock calculated on the record date for determination of holders entitled to receive such dividend, and (y) the number of shares of Common Stock issuable upon conversion of such share of Series B Preferred Stock, calculated on the record date for determination of holders entitled to receive such dividend, and (2) in the case of a dividend on the Series A-1 Preferred Stock, the product of (x) the dividend payable on each share of Series A-1 Preferred Stock divided by the number of shares of Common Stock issuable upon conversion of such share of Series A-1 Preferred Stock calculated on the record date for determination of holders entitled to receive such dividend, and (y) the number of shares of Common Stock issuable upon conversion of such share of Series B Preferred Stock, calculated on the record date for determination of holders entitled to receive such dividend.

 

1.6                               The “Series A Original Issue Price” shall mean $1.00 per share, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series A Preferred Stock.

 

1.7                               The “Series A-1 Original Issue Price” shall mean $1.10 per share, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series A-1 Preferred Stock.

 

1.8                               The “Series B Original Issue Price” shall mean $1.15 per share, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock.

 

1.9                               The “Series C Original Issue Price” shall mean $1.15 per share, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series C Preferred Stock.

 

1.10                        The “Series D Original Issue Price” shall mean $0.588656 per share, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series D Preferred Stock.

 

2.         Liquidation, Dissolution or Winding Up; Certain Mergers, Consolidations and Asset Sales.

 

2.1                               Preferential Payments to Holders of Designated Preferred Stock.

 

2.1.1                     Series D Preferred Stock Liquidation Preference.  In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of shares of Series D Preferred Stock then outstanding shall be entitled to be paid first out of the assets of the Corporation available for distribution to its stockholders before any payment shall be made to the holders of Series C Preferred Stock, Series B Preferred Stock, Series A-1 Preferred Stock, Series A Preferred Stock or Common Stock by reason of their ownership thereof, an amount per share equal to the Series D Liquidation Price, together with any dividends declared but unpaid thereon (but specifically excluding any Accruing Dividends) (the “Series D Liquidation Preference”).  If upon any such liquidation, dissolution or winding up of the Corporation, the assets of the Corporation available for distribution to its stockholders shall be insufficient to pay the holders of shares of Series D Preferred Stock the full amount to