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SEC Filings

S-1
PROTEON THERAPEUTICS INC filed this Form S-1 on 09/16/2014
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(c)                                  of the voluntary or involuntary dissolution, liquidation or winding-up of the Corporation,

 

then, and in each such case, the Corporation will send or cause to be sent to the holders of the Designated Preferred Stock a notice specifying, as the case may be, (i) the record date for such dividend, distribution or right, and the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up is proposed to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such other capital stock or securities at the time issuable upon the conversion of the Designated Preferred Stock) shall be entitled to exchange their shares of Common Stock (or such other capital stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up, and the amount per share and character of such exchange applicable to the Designated Preferred Stock and the Common Stock.  Such notice shall be sent at least 10 days prior to the record date or effective date for the event specified in such notice.

 

5.         Mandatory Conversion.

 

5.1                               Trigger Events.

 

5.1.1                     Upon the closing of the sale of shares of Common Stock to the public at a price of at least $1.77 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization affecting such shares), in a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, resulting in at least $40,000,000 of gross proceeds to the Corporation (the “Qualified IPO”), all outstanding shares of Designated Preferred Stock shall automatically be converted into shares of Common Stock, at the then effective conversion rate for the applicable series.

 

5.1.2                     Upon the date and time, or the occurrence of an event, specified by vote or written consent of the holders of outstanding shares of Designated Preferred Stock representing at least eighty percent (80%) of the then outstanding shares of Designated Preferred Stock, voting together as a single class on an as converted to Common Stock basis, all outstanding shares of Designated Preferred Stock shall automatically be converted into shares of Common Stock, at the then effective conversion rate for the for the applicable series.

 

5.1.3                     The time of the closing described in Subsection 5.1.1 or the date and time specified or the time of the event specified in the vote or written consent described in Subsection 5.1.2 is referred to herein as the “Mandatory Conversion Time” for the shares of Designated Preferred Stock to be mandatorily converted as described in such subsections.

 

5.2                               Procedural Requirements.  All holders of record of shares of Designated Preferred Stock to be converted under Subsection 5.1 shall be sent written notice of the applicable Mandatory Conversion Time and the place designated for mandatory conversion of all such shares of Designated Preferred Stock pursuant to this Section 5.  Such notice need not be sent in advance of the occurrence of such Mandatory Conversion Time.  Upon receipt of such