Julio E. Vega
Partner
+1.617.951.8901
julio.vega@morganlewis.com
August 14, 2017
Via EDGAR and Federal Express
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
| Attention: | Proteon Therapeutics, Inc. (CIK No. 0001359931) |
| Suzanne Hayes | |
| Assistant Director | |
| Office of Healthcare and Insurance |
| Re: | Proteon Therapeutics, Inc. (CIK No. 0001359931) |
Registration Statement on Form S-3
Filed August 3, 2017
File No. 333-219676
Dear Ms. Hayes:
On behalf of our client, Proteon Therapeutics, Inc., a Delaware corporation (the “Company”), set forth below is the Company’s response to the comment of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”), as presented by Irene Paik to Christina Bailey via teleconference on August 9, 2017 beginning at approximately 2:30 p.m. Eastern Time (the “Teleconference”), relating to the Registration Statement on Form S-3 filed with the Commission on August 3, 2017 (the “Registration Statement”).
On behalf of the Company, we are concurrently filing via EDGAR an amended Registration Statement on Form S-3 (the “Amendment”). We are providing to the Staff, by overnight delivery, a courtesy package containing copies of this letter and the Amendment, including versions that are marked to show changes to the Registration Statement.
United States Securities and Exchange Commission
August 14, 2017
Page 2
Set forth below is the response of the Company to the comment discussed during the Teleconference. The comment is printed below in bold and is followed by the Company’s response.
| 1. | Please revise the Registration Statement to include, in the “Incorporation by Reference” section beginning on page 16 of the Registration Statement, references to the Current Reports on Form 8-K filed by the Company with the Commission on June 22, 2017 and June 26, 2017. |
Response: In response to the Staff’s comment, the Company has amended the Registration Statement to include references to the Current Reports on Form 8-K filed by the Company with the Commission on June 22, 2017 and June 26, 2017. These references appear on page 16 of the Amendment.
Thank you for your prompt attention to the Company’s response to the Staff’s comment. Please contact me at (617) 951-8901 or George Eldridge, Chief Financial Officer at the Company, at 781-890-0102 x1026 with any questions or further comments regarding our response to the Staff’s comment.
Sincerely,
/s/ Julio E. Vega
Julio E. Vega
cc: George Eldridge, Proteon Therapeutics, Inc.