Proteon logo     Print Page | Close Window

SEC Filings

S-1/A
PROTEON THERAPEUTICS INC filed this Form S-1/A on 10/07/2014
Entire Document
 


Proteon Therapeutics, Inc.

Notes to Financial Statements (Continued)

9. Redeemable Convertible Preferred Stock (Continued)

Series B Preferred Stock, $0.001 par value per share; 17,550,758 shares of Series C Preferred Stock, $0.001 par value per share; and 86,789,527 shares of Series D Preferred Stock, $0.001 par value per share.

        On May 13, 2014, the Company issued 42,469,626 shares of Series D Preferred Stock to new and existing investors at a price of $0.588656 per share for gross proceeds of $25.0 million. Immediately upon closing this round of financing, $4.6 million of Convertible Notes, including $0.2 million of accrued and unpaid interest, automatically converted into 10,344,201 shares of Series D Preferred Stock at a conversion price of $0.4414 per share. (See Note 5).

        The Series D Purchase Agreement contemplates the sale in two additional subsequent closings (the "second and third tranches") of up to 33,975,700 additional shares of the Company's Series D Preferred Stock for aggregate gross proceeds of $20.0 million. Both the Company and the tranche right holders have the right to exercise these tranche features. However, the Company's right is contingent upon the achievement of certain pre-defined milestones and terminates at the closing of an initial public offering. The holders of the tranche rights have the ability to exercise the second and third tranche rights to purchase additional shares of the Company's Series D Preferred Stock at any time prior to an initial public offering and excluding certain black-out dates. The Series D Purchase Agreement also provides to the Series D investors party to the agreement certain individual purchase rights, as further outlined below.

        Individual Purchase Rights after the Closing of an Initial Public Offering.    If, following the closing of an initial public offering, the second and third tranche features have not been exercised in full the Series D investors will have individual purchase rights under the Series D Purchase Agreement, until May 13, 2024. Up to $20 million of Common Stock could be subject to these individual purchase rights provided for under the Series D Purchase Agreement. The purchase price per share for the Common Stock purchasable pursuant to the individual purchase rights will be the lower of (i) $9.34, the Series D conversion price immediately prior to an initial public offering, and (ii) the initial public offering price. If the Company or its underwriters offer to the Series D investors the opportunity to purchase shares of Common Stock in an initial public offering, which offer to purchase will be made only if so determined by the Company or its underwriters at the sole discretion of the Company or its underwriters, then the individual purchase rights under the Series D Purchase Agreement of the Series D investors shall terminate at the closing of the initial public offering to the extent of the number of shares of the Company's Common Stock that these investors are offered the opportunity to purchase in the initial public offering, regardless of whether these investors actually purchase any of such shares so offered in the initial public offering. For example, if the individual purchase rights are exercisable to purchase from the Company a certain number of shares of the Company's Common Stock, and if the Company or their underwriters offer to such investors the opportunity to purchase this number of shares of the Company's Common Stock in an initial public offering, then the individual purchase rights under the Series D Purchase Agreement of such investors shall terminate at the closing of such an initial public offering, regardless of whether these investors actually purchase any of the shares of the Company's Common Stock. On the other hand, if, for example, the individual purchase rights are exercisable to purchase from the Company a certain number of shares of the Company's Common Stock, and if the Company or their underwriters offer to such investors the opportunity to purchase an aggregate of less than this certain number of shares of the Company's Common Stock in an initial public offering, then, regardless of whether such investors actually purchase any of such shares so offered in such an initial public offering, the individual purchase rights under the Series D Purchase Agreement of such investors shall terminate at the closing of the initial public offering with respect to only the number of shares of the Company's Common Stock offered and the individual purchase

F-22