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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-K/A

Amendment No. 1

 

 

(Mark One)

☒   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2017

 

or

 

☐   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from                  to

Commission file number 001-36289

 

PROTEON THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware   20-4580525

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. Employer

Identification No.)

 

200 West Street

Waltham, MA

   02451
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (781) 890-0102

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Name of each exchange on which registered
Common Stock, $0.001 par value   NASDAQ Global Market

 

Securities registered pursuant to Section 12(g) of the Act: None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.   ☐  Yes   ☒  No

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.   ☐  Yes   ☒  No

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   ☒  Yes  ☐  No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   ☒  Yes   ☐  No

 

 

 

1

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer  ☐   Accelerated filer  ☐
     
Non-accelerated filer  ☒   Smaller reporting company  ☐
(Do not check if a smaller reporting company)   Emerging growth company  ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   ☐  Yes   ☒  No

 

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, based on the closing price for such stock as reported on the NASDAQ Global Market on June 30, 2017, the last business day of the registrant’s most recently completed second quarter, was: $16.3 million.

 

As of March 9, 2018 there were 17,674,729 shares of the registrant’s common stock, par value $0.001 per share, outstanding.

 

 

 

 

 

 

2

 

Explanatory Note

 

This Amendment No. 1 on Form 10-K/A amends Proteon Therapeutics, Inc.’s Annual Report on Form 10-K (the “Amended Filing”) for the period ended December 31, 2017, which was originally filed with the Securities and Exchange Commission (the “SEC”) on March 14, 2018 (the “Original 10-K”). This Amended Filing is being filed to amend Item 6 (Selected Financial Data) of the Original 10-K solely to correct scrivener’s errors in the presentation of interest expense in the selected consolidated statements of operations data for each of the years ended December 31, 2014 and 2013 and the table of selected consolidated balance sheet data at December 31, 2015, 2014 and 2013 included in such Item 6. No other items are being amended except as described in this Explanatory Note and this Amended Filing does not reflect any events occurring after the date of the Original 10-K.

 

In accordance with applicable SEC rules, this Amended Filing includes new certifications required by Rule 13a-14 under the Securities Exchange Act of 1934, as amended, from our Principal Executive Officer and Principal Financial Officer dated as of the date of this Amended Filing.

 

 

 

 

 

 

3

 

Item 6.  Selected Financial Data

 

The selected consolidated statements of operations data for each of the three years ended December 31, 2017, 2016 and 2015, and the selected consolidated balance sheet data at December 31, 2017 and 2016 have been derived from our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K. The selected consolidated statement of operations data for the year ended December 31, 2014 and 2013 and the selected consolidated balance sheet data at December 31, 2015, 2014 and 2013 have been derived from our audited consolidated financial statements for such years not included in this Annual Report on Form 10-K. Our historical results for any prior period are not necessarily indicative of results to be expected in any future period, and our interim period results are not necessarily indicative of results to be expected in any future period.

 

The information set forth below should be read in conjunction with the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of this Annual Report on Form 10-K and with our consolidated financial statements and notes thereto included elsewhere in this Annual Report on Form 10-K. The selected consolidated financial data in this section are not intended to replace the consolidated financial statements and are qualified in their entirety by the consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K.

 

   Proteon Therapeutics, Inc.
   Year Ended December 31,
   2017  2016  2015  2014  2013
   (in thousands, except share and per share data)
Revenue  $-   $-   $-   $2,948   $- 
Operating expenses:                         
Research and development   21,686    18,869    12,381    6,432    3,994 
General and administrative   8,676    9,836    8,489    4,096    3,128 
Total operating expenses   30,362    28,705    20,870    10,528    7,122 
Loss from operations   (30,362)   (28,705)   (20,870)   (7,580)   (7,122)
Other income (expense):                         
Investment income   259    193    144    24    4 
Interest expense   -    -    -    (857)   (861)
Other income (expense)   139    (14)   (651)   5,071    67 
Total other income (expense)   398    179    (507)   4,238    (790)
Net loss  $(29,964)  $(28,526)  $(21,377)  $(3,342)  $(7,912)
Foreign currency translation adjustment  $6   $-   $-   $-   $- 
Unrealized (loss) gain on available-for-sale investments   (20)   11    (5)   (6)   (1)
Comprehensive loss  $(29,978)  $(28,515)  $(21,382)  $(3,348)  $(7,913)
Reconciliation of net loss to net loss attributable to common stockholders:                         
Net loss  $(29,964)  $(28,526)  $(21,377)  $(3,342)  $(7,912)
Accretion of redeemable convertible preferred stock to redemption value   -    -    -    (6,353)   (6,119)
Accretion of convertible preferred stock to redemption value   (6,747)   -    -    -    - 
Net loss attributable to common stockholders  $(36,711)  $(28,526)  $(21,377)  $(9,695)  $(14,031)
Net loss per share attributable to common stockholders - basic and diluted  $(2.13)  $(1.72)  $(1.30)  $(3.16)  $(59.66)
Weighted-average common shares outstanding used in net loss per share attributable to common stockholders - basic and diluted   17,274,326    16,561,799    16,464,123    3,064,507    235,184 

 

Supplemental disclosure of stock-based compensation expense:  

 

Included in operating expenses, above, are the following amounts for non-cash stock-based compensation expense:  

 

Research and development  $1,109   $1,114   $650   $114   $106 
General and administrative   2,118    2,229    1,514    345    49 
Total  $3,227   $3,343   $2,164   $459   $155 

 

 

4

 

   December 31,
   2017  2016  2015  2014  2013
   (in thousands)
Balance Sheet Data:                         
Cash, cash equivalents and available-for-sale investments  $42,141   $41,317   $65,263   $83,595   $5,152 
Working capital   34,240    37,676    62,475    82,263    (4,438)
Total assets   43,979    43,520    67,538    84,798    5,659 
Convertible preferred stock   21,523    -    -    -    - 
Preferred stock   -    -    -    -    96,405 
Common stock and additional paid-in-capital   202,971    198,218    194,667    192,340    - 
Total stockholders’ equity (deficit)   34,739    38,441    63,405    82,460    (100,514)

 

 

 

 

 

5

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

PROTEON THERAPEUTICS, INC.    
     
By: /s/ George A. Eldridge   March 28, 2018

George A. Eldridge

Senior Vice President, Chief Financial Officer, Treasurer and
Assistant Secretary (Principal Financial Officer)

    

 

 

 

 

 

 

 

 

 

 

 

6

 

EXHIBIT INDEX

 

Exhibit No.   Description
31.1 *  Certification of Principal Executive Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended.
     
31.2 *  Certification of Principal Financial Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended.
     
32.1 ** Principal Executive Officer Certification and Principal Financial Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
         

 

*Exhibits filed herewith

 

** This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of the Section, nor shall it be deemed incorporated by reference in any filings under the Security Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filing.

 

 

 

 

 

 

 

 

 

7

 

Exhibit 31.1

 

CERTIFICATIONS

 

I, Timothy P. Noyes, certify that:

 

1.                 I have reviewed this Amendment No. 1 on Form 10-K/A to the Annual Report on Form 10-K of Proteon Therapeutics, Inc.;

 

2.                 Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.                 Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.                 The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and

 

  d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.                 The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions):

 

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

 

  /s/ Timothy P. Noyes
  Timothy P. Noyes
  President, Chief Executive Officer and Director
  (Principal Executive Officer)

 

Date: March 28, 2018

Exhibit 31.2

 

CERTIFICATIONS

 

I, George A. Eldridge, certify that:

 

1.                I have reviewed this Amendment No. 1 on Form 10-K/A to the Annual Report on Form 10-K of Proteon Therapeutics, Inc.;

 

2.                Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.                Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.                The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.                The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions):

 

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

 

  /s/ George A. Eldridge
  George A. Eldridge
  Senior Vice President, Chief Financial Officer, Treasurer and Assistant Secretary (Principal Financial Officer)

 

Date: March 28, 2018

Exhibit 32.1

 

 

CERTIFICATIONS PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

 

In connection with the Amendment No. 1 on Form 10-K/A to the Annual Report of Proteon Therapeutics, Inc. (the “Corporation”) on Form 10-K for the fiscal year ended December 31, 2017, which Amendment No. 1 on Form 10-K/A was filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Timothy P. Noyes, as President and Chief Executive Officer of the Corporation, and I, George A. Eldridge, Senior Vice President, Chief Financial Officer, Treasurer and Assistant Secretary of the Corporation, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

 

  (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

  (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.

 

 

Date: March 28, 2018 By: /s/ Timothy P. Noyes  
    Timothy P. Noyes
   

President, Chief Executive Officer and Director

(Principal Executive Officer)

     
     
Date: March 28, 2018 By: /s/ George A. Eldridge
   

George A. Eldridge

Senior Vice President, Chief Financial Officer, Treasurer and Assistant Secretary

(Principal Financial Officer)