Proteon logo     Print Page | Close Window

SEC Filings

S-1
PROTEON THERAPEUTICS INC filed this Form S-1 on 09/16/2014
Entire Document
 

 

(d)                                 purchase or redeem (or permit any subsidiary to purchase or redeem) or pay or declare any dividend or make any distribution on, any shares of capital stock of the Corporation other than (i) redemptions of or dividends or distributions on the Designated Preferred Stock as expressly authorized herein, (ii) dividends or other distributions payable on the Common Stock solely in the form of additional shares of Common Stock and (iii) repurchases of stock from former employees, officers, directors, consultants or other persons who performed services for the Corporation or any subsidiary in connection with the cessation of such employment or service at the lower of the original purchase price or the then current fair market value thereof;

 

(e)                                  create, or authorize the creation of, or issue, or authorize the issuance of any debt security, or permit any subsidiary to take any such action with respect to any debt security, if the aggregate indebtedness of the Corporation and its subsidiaries for borrowed money following such action would exceed $3,000,000 unless such debt security has received the prior approval of the Board of Directors, including the approval of a majority of the Designated Preferred Directors;

 

(f)                                   create, or authorize the creation of, any individual non-debt financial commitment or liability in excess of $3,000,000, including, without limitation, property leases or long term contracts, unless such non-debt financial commitment or liability has received the prior approval of the Board of Directors, including the approval of a majority of the Designated Preferred Directors;

 

(g)                                  increase or decrease the authorized number of directors constituting the Board of Directors;

 

(h)                                 increase or decrease the number of shares reserved for issuance under any stock or option plan of the Corporation, including the Corporation’s 2006 Employee Stock Incentive Plan (as amended and in effect from time to time), or establish any new such stock or option plan; or

 

(i)                                     change the principal business of the Corporation or exit the current line of business.

 

4.         Optional Conversion.

 

The holders of the Designated Preferred Stock shall have conversion rights as follows (the “Conversion Rights”):

 

4.1                               Right to Convert.

 

4.1.1                     Conversion Ratio.  Each share of Designated Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing (i) in the case of the Series A Preferred Stock, the Series A Original Issue Price by the Series A Conversion Price (as defined below) in effect at the time of conversion, (ii) in the case of the Series A-1 Preferred Stock, the Series A-1 Original Issue Price by the Series A-1 Conversion Price (as defined below)