Preferred Stock

On November 16, 2011, the Company completed its IPO of common stock pursuant to a Registration Statement on Form S-1that was declared effective on November 10, 2011. Upon the closing of the IPO, 14,270,113 shares of the Company’s convertible preferred stock automatically converted into 10,719,353 shares of common stock. As of December 31, 2012 the Company had no outstanding preferred stock. Prior to the IPO, the outstanding preferred stock had various preferences, including voting rights, dividend rights and conversion rights and liquidation preferences.

Prior to the IPO, NewLink’s Amended and Restated Certificate of Incorporation authorized the issuance of 17,166,666 shares of preferred stock, $0.01 par value including 1,388,889 shares of blank check preferred stock, $0.01 par value. Subsequent to the IPO, NewLink’s Amended and Restated Certificate of Incorporation authorized the issuance of 5,000,000 shares of preferred stock, $0.01 par value. The NewLink Board of Directors has the authority to issue the preferred stock in one or more series and to fix the voting power and such designations, preferences, and rights subject to approval of outstanding preferred series shareholders. No preferred stock was outstanding at December 31, 2012 and 2011.

Following is a summary of all redeemable preferred stock activity for the years ended December 31, 2012 and 2011:



	Redeemable Preferred Stock (in 000's)
	Series AA			Series AAA			Series B			Series BB			Series C			Series D			Series E
Balance at December 31, 2010	2,191			849			5,478			8,004			30,000			7,500			7,723
Issuance of 436,304 shares of Series E preferred stock (January 7, 2011 and June 20, 2011)	—			—			—			—			—			—			13,635
Accretion of redemption feature of preferred stock	—			—			—			—			—			—			8
Conversion of preferred stock to common stock	(2,191		)	(849		)	(5,478		)	(8,004		)	(30,000		)	(7,500		)	(21,366		)
Balance at December 31, 2011 and 2012	$	—		$	—		$	—		$	—		$	—		$	—		$	—

On January 7, 2011, NewLink acquired all of the minority interest in BPS by issuing 276,304 shares of Series E preferred stock. See note 14. On June 20, 2011, the Company issued and sold to an investor 160,000 shares of Series E preferred stock at a purchase price of $31.25 per share, for aggregate consideration of $5.0 million.