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SEC Filings

S-1/A
PROTEON THERAPEUTICS INC filed this Form S-1/A on 10/07/2014
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        Each $1.00 increase or decrease in the assumed initial public offering price of $13.00 per share, which is the midpoint of the price range listed on the cover page of this prospectus, would increase or decrease our pro forma net tangible book value by approximately $4.4 million, our pro forma net tangible book value per share by approximately $0.31 and dilution per share to new investors by approximately $0.69, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. We may also increase or decrease the number of shares we are offering. An increase of one million in the number of shares offered by us would increase the pro forma as adjusted net tangible book value by approximately $12.1 million, or $0.45 per share, and would decrease the dilution per share to new investors in this offering by $0.45 per share, assuming that the assumed initial public offering price remains the same, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses. Similarly, a decrease of one million shares in the number of shares offered by us would decrease the pro forma as adjusted net tangible book value by approximately $12.1 million, or $0.52 per share, and would increase the dilution per share to new investors in this offering by $0.52 per share, assuming that the assumed initial public offering price remains the same, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses. The pro forma as adjusted information discussed above is illustrative only and will adjust based on the actual initial price to the public and other terms of this offering determined at pricing.

        If the underwriters exercise their option to purchase additional shares in full or if any additional shares are issued in connection with outstanding options, you will experience further dilution. If the underwriters exercise their option to purchase additional shares in full, the following will occur:

    the percentage of shares of our common stock held by existing stockholders will decrease to approximately 63% of the total number of shares of our common stock outstanding after this offering; and
    the number of shares of our common stock held by new investors will increase to, or approximately 37% of the total number of shares of our common stock outstanding after this offering.

        The following table summarizes, on the same pro forma basis as adjusted as of June 30, 2014, the total number of shares of common stock purchased from us, the total cash consideration paid to us and the average price per share of common stock paid by our existing owners and by new investors purchasing shares of common stock in this offering:

 
  Shares Purchased   Total Consideration   Average Price Per Share  
(in thousands, except share and per share amounts)
  Number   Percent   Amount   Percent  

Existing stockholders

    9,345,374     66.6 % $ 105,813     63.4 % $ 11.32  

Investors participating in this offering

    4,700,000     33.4     61,100     36.6     13.00  
                       

Total

    14,045,374     100.0 % $ 166,913     100.0 % $ 11.88  
                       
                       

        Each $1.00 increase or decrease in the assumed public offering price of $13.00 per share, which is the midpoint of the price range listed on the cover page of this prospectus, would increase or decrease the total consideration paid by new investors by $4,700,000 million and increase or decrease the percentage of total consideration paid by new investors by approximately 7.7%, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same.

        The foregoing tables and calculations are based upon 9,345,374 shares of common stock outstanding as of June 30, 2014, including 9,103,815 shares of common stock after giving effect to the conversion of our outstanding series A, A-1, B, C and D convertible preferred stock, and exclude:

    1,133,052 shares of our common stock issuable upon the exercise of stock options outstanding as of June 30, 2014 at a weighted-average exercise price of $3.45 per share;

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