As filed with the Securities and Exchange Commission on August 10, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
UroGen Pharma Ltd.
(Exact name of registrant as specified in its charter)
State of Israel | 98-1460746 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
400 Alexander Park Drive, 4th Floor, Princeton, New Jersey | 08540 | |
(Address of Principal Executive Offices) | (Zip Code) |
2017 Equity Incentive Plan
(Full titles of the plans)
UroGen Pharma Ltd.
Peter Pfreundschuh
Chief Financial Officer
400 Alexander Park Drive, 4th Floor
Princeton, New Jersey 08540
Telephone: +1 (646) 768-9780
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Charles J. Bair
Cooley LLP
4401 Eastgate Mall
San Diego, California 92121
+1 (858) 550-6000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the 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 | ☐ | |||
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 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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Title of securities to be registered | Amount to be registered(1) | Proposed maximum offering price per share(2) | Proposed maximum aggregate offering price(2) | Amount of registration fee | ||||
2017 Equity Incentive Plan Ordinary Shares, par value NIS 0.01 per share | 400,000 shares(3) | $22.35 | $8,940,000.00 | $1,160.41 | ||||
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(1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional Ordinary Shares of the Registrant (“Ordinary Shares”) that become issuable under the UroGen Pharma Ltd. 2017 Equity Incentive Plan (the “Plan”) by reason of any stock dividend, stock split, recapitalization or other similar transaction. |
(2) | This estimate is made pursuant to Rule 457(h)(1) and Rule 457(c) of the Securities Act solely for purposes of calculating the registration fee, and is based on the average of the high and low sale prices per Ordinary Share as reported by The Nasdaq Global Market on August 4, 2020. |
(3) | Represents the Ordinary Shares added to the shares authorized for issuance under the Plan pursuant to an amendment to the Plan approved by the Registrant’s shareholders at the Registrant’s 2020 Annual Meeting of Shareholders. |
INCORPORATION BY REFERENCE
This Registration Statement is being filed for the purpose of increasing the number of securities of the same class as other securities for which a Registration Statement of the Registrant on Form S-8 relating to the same employee benefit plan is effective. The Registrant previously registered its Ordinary Shares for issuance under the Plan under Registration Statements on Form S-8 filed with the Securities and Exchange Commission on June 27, 2017 (File No. 333-218992), February 9, 2018 (File No. 333-222955) and October 12, 2018 (File No. 333-227812). Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of the Registration Statements referenced above.
ITEM 8. EXHIBITS.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on August 10, 2020.
UROGEN PHARMA LTD. | ||
By: | /s/ Elizabeth Barrett | |
Elizabeth Barrett | ||
President and Chief Executive Officer |
KNOW ALL BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Elizabeth Barrett and Peter Pfreundschuh, and each of them, as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments), and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Elizabeth Barrett Elizabeth Barrett | President, Chief Executive Officer and Member of the Board of Directors (Principal Executive Officer) | August 10, 2020 | ||
/s/ Peter Pfreundschuh Peter Pfreundschuh | Chief Financial Officer (Principal Financial and Accounting Officer) | August 10, 2020 | ||
/s/ Arie Belldegrun, M.D. Arie Belldegrun, M.D. | Chairman of the Board of Directors | August 10, 2020 | ||
/s/ Cynthia Butitta Cynthia Butitta | Member of the Board of Directors | August 10, 2020 | ||
/s/ Fred E. Cohen Fred E. Cohen | Member of the Board of Directors | August 10, 2020 | ||
/s/ Kathryn Falberg Kathryn Falberg | Member of the Board of Directors | August 10, 2020 | ||
/s/ Stuart Holden Stuart Holden | Member of the Board of Directors | August 10, 2020 | ||
/s/ Ran Nussbaum Ran Nussbaum | Member of the Board of Directors | August 10, 2020 | ||
/s/ Shawn C. Tomasello Shawn C. Tomasello | Member of the Board of Directors | August 10, 2020 |