Dogwood Therapeutics, Inc S-1, filed Aug 28, 2020

Dogwood Therapeutics, Inc. (DWTX)

S-1 2020-08-28

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	Alabama			8731			45-4618270
	(State or other jurisdiction of incorporation or organization)			(Primary Standard Industrial Classification Code Number)			(I.R.S. Employer Identification No.)


Title of Each Class of Securities to Be Registered	Proposed Maximum Offering Price Per Share(1)(2)			Amount of Registration Fee(3)
Common Stock, $0.0001 par value per share		$	34,500,000		$	4,478.10

	Per Share	Total
Initial public offering price
Underwriting discounts and commissions(1)
Proceeds to us, before expenses

	PROSPECTUS SUMMARY					1
	THE OFFERING					10
	SUMMARY FINANCIAL DATA					11
	RISK FACTORS					13
	SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS					51
	INDUSTRY AND OTHER DATA					52
	TRADEMARKS, SERVICE MARKS AND TRADE NAMES					53
	USE OF PROCEEDS					54
	CORPORATE CONVERSION					56
	DIVIDEND POLICY					57
	CAPITALIZATION					58
	DILUTION					59
	SELECTED FINANCIAL DATA					61
	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS					63
	FOUNDER’S VISION					71
	BUSINESS					72
	MANAGEMENT					102
	EXECUTIVE AND DIRECTOR COMPENSATION					109
	CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS					116
	PRINCIPAL STOCKHOLDERS					117
	DESCRIPTION OF CAPITAL STOCK					119
	SHARES ELIGIBLE FOR FUTURE SALE					122
	UNDERWRITING					124
	LEGAL MATTERS					133
	EXPERTS					133
	WHERE YOU CAN FIND MORE INFORMATION					133
	INDEX TO FINANCIAL STATEMENTS					F-1

	Year Ended December 31,						Six Months Ended June 30,
(in thousands, except per share data)	2019			2018			2020			2019
							(Unaudited)
Statement of Operations Data:
Operating expenses:
Research and development		$	836		$	854		$	88		$	164
General and administrative			1,342			1,107			833			712
Total operating expenses			2,178			1,961			921			876
Loss from operations			(2,178)			(1,961)			(921)			(876)
Other income (expense)			(295)			(152)			(200)			(147)
Net loss		$	(2,473)		$	(2,113)		$	(1,121)		$	(1,023)
Pro forma net loss per common share – basic and diluted (unaudited)(1)		$						$
Pro forma weighted average common shares outstanding – basic and diluted (unaudited)(1)

	As of June 30, 2020
	Actual			Pro Forma			Pro Forma As Adjusted
	(in thousands, except share and per share data)
Cash		$	1,048		$			$
Convertible promissory notes		$	5,486		$			$
Preferred members’ interests, non-voting		$	75		$			$
Members’ Equity (deficit):
Membership interests, actual; none issued and outstanding, pro forma and pro forma as adjusted		$	12,601		$			$
Stockholders’ Equity (deficit):
Common stock, $0.0001 par value; no shares authorized, and no shares issued and outstanding, actual; 43,000,000 shares authorized, pro forma and shares issued and outstanding, pro forma		$	—		$			$
Preferred stock, $0.0001 par value; no shares authorized, and no shares issued and outstanding, actual; 2,000,000 shares authorized and no shares issued and outstanding, pro forma and pro forma as adjusted		$	—		$	—		$	—
Additional paid-in capital		$	—		$			$
Accumulated deficit		$	(18,740)		$			$
Total members’ / stockholders’ equity (deficit)		$	(6,139)		$			$
Total capitalization		$	1,273		$			$

	Initial public offering price per share							$
	Historical net tangible book value deficit per share as of June 30, 2020
	Pro forma net tangible book value deficit per share as of June 30, 2020
	Increase in pro forma net tangible book value per share attributable to this offering
	Pro forma as adjusted net tangible book value per share after this offering
	Dilution per share to new investors purchasing common stock in this offering							$

	Year Ended December 31,						Six Months Ended June 30,
(in thousands, except for per share data)	2019			2018			2020			2019
							(Unaudited)
Statement of Operations Data:
Operating expenses:
Research and development		$	836		$	854		$	88		$	164
General and administrative			1,342			1,107			833			712
Total operating expenses			2,178			1,961			921			876
Loss from operations			(2,178)			(1,961)			(921)			(876)
Other income (expense)			(295)			(152)			(200)			(147)
Net loss		$	(2,473)		$	(2,113)		$	(1,121)		$	(1,023)
Pro forma net loss per common share – basic and diluted (unaudited)(1)		$						$
Pro forma weighted average common shares outstanding – basic and diluted (unaudited)(1)

	Year Ended December 31,						Six Months Ended June 30,
	2019			2018			2020			2019
							(Unaudited)
Research and development		$	836,175		$	854,109		$	87,564		$	164,030
General and administrative			1,342,324			1,107,386			833,368			712,410
		$	2,178,499		$	1,961,495		$	920,932		$	876,440

	Years Ended December 31,						Six Months Ended June 30,
	2019			2018			2020			2019
							(Unaudited)
Statement of Cash Flows Data:
Total net cash (used in) provided by:
Operating activities		$	(2,092,150)		$	(1,195,955)		$	(1,049,944)		$	(1,111,728)
Financing activities			2,371,508			1,150,468			1,789,052			1,807,903
Increase (decrease) in cash		$	279,358		$	(45,487)		$	739,108		$	696,175

Pain Analysis	Placebo LS Change @ Endpoint (SE)	IMC-1 LS Change @ Endpoint (SE)	Contrast (SE)	P- Value
NRS 24-hour recall, MMRM LOCF/BOCF Imputation @ 16 weeks	-1.1 (0.28)	-1.9 (0.28)	-0.8 (0.37)		0.031
FIQ-R 7-days recall, MMRM LOCF/BOCF Imputation @ 16 weeks	-0.92 (0.30)	-2.2 (0.30)	-1.25 (0.38)		0.001

50% Pain Responder Analysis	Measure	Placebo Responders (%)	Placebo Non-Responders (%)	IMC-1 Responders (%)	IMC-1 Non-Responders	P-Value
Week 16 Visit, 50% Reduction	NRS	11 (15.1)	62 (84.9)	20 (30.3)	46 (69.7)		0.009
Week 16 Visit, 50% Reduction	FIQ-R Pain	12 (16.9)	59 (83.1)	25 (37.9)	41 (62.1)		0.001

PGIC Analysis	Placebo Responders (%)	Placebo Non-Responders (%)	IMC-1 Responders (%)	IMC-1 Non-Responders	P- Value
Week 6 Visit	14 (19.2)	59 (80.8)	26 (37.7)	43 (62.3)		0.040
Week 12 Visit	13 (17.8)	60 (82.2)	26 (37.7)	43 (62.3)		0.005
Week 16 Visit	14 (19.2)	59 (80.8)	23 (33.3)	46 (66.6)		0.040

Outcomes Measure	Method	Placebo Baseline	IMC-1 Baseline	Placebo LS Change (SE)	IMC-1 LS Change (SE)	Contrast (SE)	P- Value
FIQ-R	Week 16 MMRM LOCF/BOCF	56.81 (73)	54.28 (69)	-7.87 (2.33)	-17.54 (2.40)	-9.67 (3.05)		0.002
PROMIS Fatigue	Week 16 MMRM LOCF/BOCF	65.83 (73)	65.55 (69)	-2.68 (0.93)	-6.65 (0.96)	-3.96 (1.22)		0.001

Week 16 FIQ-R Analysis LOCF/BOCF Imputation)*	LS Mean (SE) Change from Baseline
	Placebo	IMC-1
	N = 71	N = 66	Contrast (SE)	P- Value**
Functional Domain	-5.44 (2.32)	-14.29 (2.40)	-8.85 (3.03)		0.004
Overall Impact Domain	-1.89 (0.61)	-4.29 (0.63)	-2.40 (0.79)		0.003
Symptoms Domain	-7.90 (2.33)	-16.77 (2.40)	-8.88 (3.06)		0.004

Adverse Events Reported for ≥5% of the Patients in Either Treatment Group
Adverse Event	Placebo N=73	IMC-1 N=69
Any Event	57 (78.1%)	50 (72.5%)
Headache	10 (13.7%)	8 (11.6%)
Urinary Tract Infection	4 (5.5%)	6 (8.7%)
Blood Lactate Dehydrogenase Increased	1 (1.4%)	4 (5.8%)
Nasopharyngitis	1 (1.4%)	4 (5.8%)
Diarrhea	9 (12.3%)	3 (4.3%)
Nausea	13 (17.8%)	3 (4.3%)
Fibromyalgia	4 (5.5%)	2 (2.9%)
Vomiting	5 (6.8%)	2 (2.9%)
Constipation	6 (8.2%)	0
Gastroesophageal Reflux Disease	4 (5.5%)	0
Alopecia	4 (5.5%)	0
Oropharyngeal Pain	4 (5.5%)	0

Name	Age	Position
Executive Officers
Greg Duncan	55	Chief Executive Officer, and Chairman
Richard Burch(2)	64	President, Director
R. Michael Gendreau, M.D., Ph.D.	65	Chief Medical Officer
Ralph Grosswald	51	Vice President of Operations
Angela Walsh	54	Vice President of Finance, Treasurer
Directors
Robert Buchalter(1)	64	Director
Abel De La Rosa, Ph.D.(2)	57	Director
David Keefer	67	Director
William L. Pridgen, M.D.	59	Founder, Director
John C. Thomas, Jr.(2)	66	Director
Richard J. Whitley, M.D.(2)	74	Director
Robert Young(1)	73	Director

Name and Principal Position	Year		Salary ($)		Option Awards ($)		Total ($)
William L. Pridgen, M.D.(1)		2019		350,000		—		350,000
Chief Executive Officer
Richard Burch		2019		350,000		—		350,000
President

	Number of Shares Beneficially Owned Prior to Offering	Percentage of Shares Beneficially Owned
Name of Beneficial Owner	Number of Shares Beneficially Owned Prior to Offering	Prior to Offering	After Offering
Robert Buchalter
Richard Burch(1)
Abel De La Rosa, Ph.D.
Greg Duncan(2)
David Keefer
William L. Pridgen, M.D.
John C. Thomas, Jr.
Angela Walsh(3)
Richard J. Whitley, M.D.
Robert Young
Directors and Officers as a Group ( ) individuals)
Beneficial owners of more than 5% of our common stock:
The University of Alabama(4)

Underwriter			Number of Shares
ThinkEquity, a division of Fordham Financial Management, Inc.

Total

	Page(s)
Report of Independent Registered Public Accounting Firm		F-2
Balance Sheets as of December 31, 2019 and 2018		F-3
Statements of Operations for the Years ended December 31, 2019 and 2018		F-4
Statements of Members’ Interests/Members’ Deficit for the Years ended December 31, 2019 and 2018		F-5
Statements of Cash Flows for the Years ended December 31, 2019 and 2018		F-6
Notes to Financial Statements		F-7
Balance Sheets as of June 30, 2020 (Unaudited and Restated) and December 31, 2019		F-17
Statements of Operations for the (Unaudited) Three and Six Months Ended June 30, 2020 and 2019		F-18
Statements of Members’ Interests/Members’ Deficit for the (Unaudited) Three and Six Months Ended Restated June 30, 2020 and June 30, 2019		F-19
Statements of Cash Flows for the (Unaudited) Six Months Ended June 30, 2020 and 2019		F-20
Notes to (Unaudited) Interim Financial Statements		F-21

December 31	2019			2018
Assets
Current assets:
Cash		$	309,384		$	30,026
Prepaid expenses and other current assets			6,516			12,372
Total current assets			315,900			42,398
Deferred issuance costs			—			23,537
Total assets		$	315,900		$	65,935
Liabilities and members’ deficit
Current liabilities:
Accounts payable		$	35,421		$	145,656
Accrued expenses			525,445			174,427
Accrued salaries			1,060,000			1,006,250
Total current liabilities			1,620,866			1,326,333
Convertible promissory notes, net			3,637,543			—
Total liabilities			5,258,409			1,326,333
Commitments and contingencies (Note 9)
Preferred members’ interests, non-voting, net			75,000			1,283,484
Members’ deficit:
Member’s interests, voting			—			—
Members’ interests, non-voting			12,601,201			12,601,201
Accumulated deficit			(17,618,710)			(15,145,083)
Total members’ deficit			(5,017,509)			(2,543,882)
Total liabilities and members’ deficit		$	315,900		$	65,935

For the years ended December 31	2019			2018
Revenue		$	—		$	—
Research and development expenses			836,175			854,109
General and administrative expenses			1,342,324			1,107,386
Operating loss			(2,178,499)			(1,961,495)
Interest expense, net			(295,128)			(152,103)
Other income			—			6
Loss before provision for income taxes			(2,473,627)			(2,113,592)
Provision for income taxes			—			—
Net loss		$	(2,473,627)		$	(2,113,592)
Pro forma information (unaudited):
Net loss		$	(2,473,627)
Pro forma income tax (expense) benefit			—
Pro forma net loss		$	(2,473,627)
Pro forma net loss per share – basic and diluted		$
Weighted average pro forma number of shares outstanding – basic and diluted

	Voting Member’s Interests			Non-voting Members Interests			Accumulated Deficit			Total Members’ Deficit
Balance, December 31, 2017		$	—		$	12,601,201		$	(13,031,491)		$	(430,290)
Net loss			—			—			(2,113,592)			(2,113,592)
Balance, December 31, 2018			—			12,601,201			(15,145,083)			(2,543,882)
Net loss			—			—			(2,473,627)			(2,473,627)
Balance, December 31, 2019		$	—		$	12,601,201		$	(17,618,710)		$	(5,017,509)

	June 30, 2020 As Restated			December 31, 2019
	(Unaudited)
Assets
Current assets:
Cash		$	1,048,492		$	309,384
Prepaid expenses and other current assets			164,030			6,516
Total current assets			1,212,522			315,900
Deferred issuance costs			60,000			—
Total assets		$	1,272,522		$	315,900
Liabilities and members’ deficit
Current liabilities:
Accounts payable		$	198,247		$	35,421
Accrued expenses			635,818			525,445
Accrued salaries			1,015,713			1,060,000
Total current liabilities			1,849,778			1,620,866
Convertible promissory notes, net			5,486,391			3,637,543
Total liabilities			7,336,169			5,258,409
Commitments and contingencies (Note 9)
Preferred members’ interests, non-voting, net			75,000			75,000
Members’ deficit:
Member’s interests, voting(1)			12,601,201			—
Members’ interests, non-voting(1)			—			12,601,201
Accumulated deficit			(18,739,848)			(17,618,710)
Total members’ deficit			(6,138,647)			(5,017,509)
Total liabilities and members’ deficit		$	1,272,522		$	315,900

	Three Months Ended						Six Months Ended
	June 30, 2020			June 30, 2019			June 30, 2020			June 30, 2019
Revenue		$	—		$	—		$	—		$	—
Research and development expenses			24,153			108,634			87,564			164,030
General and administrative expenses			514,227			387,492			833,368			712,410
Operating loss			(538,380)			(496,126)			(920,932)			(876,440)
Interest expense, net			(116,205)			(71,730)			(200,206)			(146,779)
Loss before provision for income taxes			(654,585)			(567,856)			(1,121,138)			(1,023,219)
Provision for income taxes			—			—			—			—
Net loss		$	(654,585)		$	(567,856)		$	(1,121,138)		$	(1,023,219)
Pro forma information (unaudited):
Loss before taxes		$	(654,585)					$	(1,121,138)
Pro forma tax expense			—						—
Pro forma net loss		$	(654,585)					$	(1,121,138)
Pro forma net loss per share – basic and diluted		$						$
Weighted average pro forma number of shares outstanding – basic and diluted

	Voting Member’s Interests			Non-voting Members’ Interests			Accumulated Deficit			Total Members’ Deficit
Balance, December 31, 2018		$	—		$	12,601,201		$	(15,145,083)		$	(2,543,882)
Net loss			—			—			(455,363)			(455,363)
Balance, March 31, 2019			—			12,601,201			(15,600,446)			(2,999,245)
Net loss			—			—			(567,856)			(567,856)
Balance, June 30, 2019		$	—		$	12,601,201		$	(16,168,302)		$	(3,567,101)

	Voting Members’ Interests			Non-voting Members’ Interests			Accumulated Deficit			Total Members’ Deficit
Balance, December 31, 2019		$	—		$	12,601,201		$	(17,618,710)		$	(5,017,509)
Net loss			—			—			(466,553)			(466,553)
Balance, March 31, 2020			—			12,601,201			(18,085,263)			(5,484,062)
Membership conversion to voting interests		$	12,601,201			(12,601,201)			—			—
Net loss			—			—			(654,585)			(654,585)
Balance, June 30, 2020 As Restated(1)		$	12,601,201			—		$	(18,739,848)		$	(6,138,647)

For the six months ended June 30	2020			2019
Cash flows from operating activities
Net loss		$	(1,121,138)		$	(1,023,219)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of issuance costs			27,321			38,571
(Recovery) provision for uncollectable receivables			(15,020)			1,967
Changes in operating assets and liabilities:
(Increase) decrease:
Prepaid expenses and other current assets			(142,494)			(220,400)
Increase (decrease):
Accounts payable			135,301			(23,102)
Accrued expenses			110,373			89,872
Accrued salaries			(44,287)			24,583
Net cash used in operating activities			(1,049,944)			(1,111,728)
Cash flows from financing activities
Proceeds from issuance of convertible promissory notes			1,869,133			1,850,000
Payment of deferred issuance costs			(45,081)			(42,097)
Payment of proposed public offering costs			(35,000)			—
Net cash provided by financing activities			1,789,052			1,807,903
Net increase in cash			739,108			696,175
Cash, beginning of period			309,384			30,026
Cash, end of period		$	1,048,492		$	726,201
Supplemental disclosure of non-cash financing transactions:
Accrued deferred issuance costs		$	27,525		$	2,264
Conversion of non-voting preferred members’ interests to convertible promissory notes		$	—		$	540,000

	June 30, 2020			December 31, 2019
Prepaid insurance		$	8,408		$	—
Prepaid drug purchases			93,398			—
Prepaid legal and accounting fees			62,000			—
Prepaid services			224			5,731
Miscellaneous receivables			—			785
Total prepaid expenses and other assets		$	164,030		$	6,516

	June 30, 2020			December 31, 2019
Accrued CRO and CMO costs		$	54,153		$	149,178
Accrued interest on preferred members’ interests			188,085			188,085
Accrued interest on promissory notes			335,766			163,123
Accrued vacation			19,519			—
Other			38,295			25,059
		$	635,818		$	525,445

	Amount
Securities and Exchange Commission registration fee		$	4,478
FINRA filing fee		$	5,675
Initial Nasdaq listing fee
Accountants’ fees and expenses
Legal fees and expenses
Transfer agent’s fees and expenses
Printing and engraving expenses
Non-accountable expenses to underwriters
Miscellaneous
Total expenses

	Exhibit Number			Description of Exhibit
	1.1*			Form of Underwriting Agreement.
	2.1			Form of Plan of Conversion.
	2.2			Form of Certificate of Conversion of Virios Therapeutics, LLC.
	3.1			Certificate of Incorporation of Virios Therapeutics, Inc., to be in effect upon completion of the Registration’s conversion from a limited liability company to a corporation.
	3.2			Bylaws of Virios Therapeutics, Inc., to be in effect upon completion of the Registration’s conversion from a limited liability company to a corporation.
	4.1*			Specimen Certificate evidencing shares of the Registrant’s common stock.
	5.1*			Opinion of Duane Morris LLP regarding the legality of the securities being registered.
	10.1+			Agreement, dated July 15, 2020, by and between William L. Pridgen and Innovative Med Concepts, LLC.
	10.2+			Employment Agreement, dated March 3, 2015, by and between Richard Burch and Innovative Med Concepts, LLC, as amended.
	10.3+			Employment Agreement, dated April 5, 2020, by and between Greg Duncan and Innovative Med Concepts, LLC, as amended.
	10.4+			Employment Agreement, dated April 5, 2020, by and between Angela Walsh and Innovative Med Concepts, LLC, as amended.
	10.5+			Employment Agreement, dated April 5, 2020, by and between Ralph Grosswald and Innovative Med Concepts, LLC, as amended.

	Exhibit Number			Description of Exhibit
	10.6+			Virios Therapeutics, Inc. 2020 Equity Incentive Plan.
	10.7			University of Alabama Know-How License Agreement, dated June 1, 2012, by and between The Board of Trustees of The University of Alabama for and on behalf of its component institution The University of Alabama and Innovative Med Concepts, LLC.
	23.1			Consent of Dixon Hughes Goodman LLP.
	23.2*			Consent of Duane Morris LLP (included in Exhibit 5.1.)
	24.1			Power of Attorney. (included on signature page)
	99.1*			Consent of Abel De La Rosa
	99.2*			Consent of John C. Thomas, Jr.
	99.3*			Consent of Richard J. Whitley, M.D.

VIRIOS THERAPEUTICS, LLC
By:	/s/ Greg Duncan
	Name:	Greg Duncan
	Title:	Chief Executive Officer and Chairman

Signature	Title	Date
/s/ Greg Duncan Greg Duncan	Chief Executive Officer and Chairman (principal executive officer)	August 28, 2020
/s/ Angela Walsh Angela Walsh	Vice President of Finance (principal financial and accounting officer)	August 28, 2020
/s/ Richard Burch Richard Burch	President	August 28, 2020
/s/ Robert Buchalter Robert Buchalter	Director	August 28, 2020
/s/ David Keefer David Keefer	Director	August 28, 2020

		Page
Article 1
OFFICES
Section 1.1	Registered Office	1
Section 1.2	Other Offices	1
Article 2
CORPORATE SEAL
Section 2.1	Corporate Seal	1
Article 3
STOCKHOLDERS’ MEETINGS
Section 3.1	Place of Meetings	1
Section 3.2	Annual Meetings	1
Section 3.3	Special Meetings	5
Section 3.4	Notice of Meetings	6
Section 3.5	Quorum	7
Section 3.6	Adjournment and Notice of Adjourned Meetings	7
Section 3.7	Voting Rights	7
Section 3.8	Joint Owners of Stock	8
Section 3.9	List of Stockholders	8
Section 3.10	Inspectors of Election	8
Section 3.11	Action Without Meeting	8
Section 3.12	Organization	8
Article 4
DIRECTORS
Section 4.1	Number and Term of Office	9
Section 4.2	Powers	9
Section 4.3	Vacancies	10
Section 4.4	Resignation	10
Section 4.5	Removal	10
Section 4.6	Meetings	10
Section 4.7	Quorum and Voting	11
Section 4.8	Action Without Meeting	11
Section 4.9	Fees and Compensation	12
Section 4.10	Committees	12
Section 4.11	Duties of Chairperson	13
Section 4.12	Organization	13
Article 5
OFFICERS
Section 5.1	Officers Designated	13
Section 5.2	Tenure and Duties of Officers	14
Section 5.3	Delegation of Authority	15
Section 5.4	Resignations	15
Section 5.5	Removal	16
Article 6
EXECUTION OF CORPORATE INSTRUMENTS AND VOTING OF SECURITIES OWNED BY THE CORPORATION
Section 6.1	Execution of Corporate Instruments	16

Section 6.2	Voting Securities Owned by the Corporation	16
Article 7
SHARES OF STOCK
Section 7.1	Form and Execution of Certificates	16
Section 7.2	Lost Certificates	17
Section 7.3	Transfers	17
Section 7.4	Fixing Record Dates	17
Section 7.5	Registered Stockholders	18
Article 8
OTHER SECURITIES OF THE CORPORATION
Section 8.1	Execution of Other Securities	18
Article 9
DIVIDENDS
Section 9.1	Declaration of Dividends	18
Section 9.2	Dividend Reserve	18
Article 10
FISCAL YEAR
Section 10.1	Fiscal Year	19
Article 11
INDEMNIFICATION
Section 11.1	Indemnification of Directors, Executive Officers, Other Officers, Employees and Other Agents	19
Article 12
NOTICES
Section 12.1	Notices	22
Article 13
AMENDMENTS
Section 13.1	Amendments	23
Article 14
FORUM SELECTION
Section 14.1	Forum	24
Section 14.2	Notice and Consent	24

Total Proceeds Received by Company	Percentage of Fibromyalgia Total Proceeds Paid to Executive
$0 - $50,000,000		2.5	%
$50,000,001 - $100,000,000		3.0	%
$100,000,001 - $150,000,000		3.25	%
$150,000,001 - $200,000,000		3.5	%
$200,000,001 - $250,000,000		4.0	%
$250,000,001 and higher		4.5	%