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SEC Filings

S-1
PROTEON THERAPEUTICS INC filed this Form S-1 on 09/16/2014
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in effect at the time of conversion, (iii) in the case of the Series B Preferred Stock, the Series B Original Issue Price by the Series B Conversion Price (as defined below) and (iv) in the case of the Series C Preferred Stock, the Series C Original Issue Price by the Series C Conversion Price (as defined below) and (v) in the case of the Series D Preferred Stock, the Series D Original Issue Price by the Series D Conversion Price (as defined below).  The “Series A Conversion Price” shall initially be equal to $0.8388.  The “Series A-1 Conversion Price” shall initially be equal to $0.9022.  The “Series B Conversion Price” shall initially be equal to $0.9339.  The “Series C Conversion Price” shall initially be equal to $0.9339.  The “Series D Conversion Price” shall initially be equal to $0.5887.  Such initial Series A Conversion Price, Series A-1 Conversion Price, Series B Conversion Price, Series C Conversion Price and Series D Conversion Price, and the rate at which shares of Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment as provided below.

 

4.1.2                     Incremental Conversion.  In the event that,

 

(a)                                 the Corporation consummates the sale of shares of Common Stock to the public in the Corporation’s first underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “IPO”),

 

(b)                                 any holder of shares of Series D Preferred Stock that, immediately prior to the closing of the IPO, is contractually entitled to purchase shares of Series D Preferred Stock pursuant to the Series D Purchase Agreement (as defined in Subsection 4.4.1 hereof) upon exercise of such holder’s Second Tranche Individual Purchase Right (as defined in the Series D Purchase Agreement) or Third Tranche Individual Purchase Right (as defined in the Series D Purchase Agreement) (assuming, for purposes of this clause (b), that the restrictions set forth in the Series D Purchase Agreement with respect to purchasing shares of Series D Preferred Stock during the Restricted Period (as defined in the Series D Purchase Agreement) are not applicable),

 

(c)                                  such holder referred to in clause (b) above is offered the opportunity to purchases shares of Common Stock in the IPO and such holder purchases shares of Common Stock in the IPO, and

 

(d)                                 the price per share of Common Stock at which the Corporation sells shares of Common Stock to the public pursuant to the IPO (the “IPO Price”) is greater than the Series D Conversion Price in effect immediately prior to the IPO,

 

then, upon conversion of the shares of Series D Preferred Stock held by such holder immediately prior to the closing of the IPO (regardless of whether such conversion occurs immediately prior to the closing of the IPO or at any time thereafter), each share of Series D Preferred Stock held by such holder immediately prior to the closing of the IPO, when converted into shares of Common Stock in accordance with the provisions of this Section 4, shall, in addition to converting into the number of shares of Common Stock determined in accordance with Subsection 4.1.1 at the conversion rate in effect for the Series D Preferred Stock at the time of such conversion, also convert into an additional number of shares of Common Stock determined by dividing (A) the product of (i) the number of shares of Common Stock purchased in the IPO