| Item 1.01 | Entry into a Material Definitive Agreement. |
On July 26, 2023, UroGen Pharma Ltd., an Israeli company (the “Company”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional and other accredited investors (the “Purchasers”), pursuant to which the Company agreed to sell and issue to the Purchasers 12,579,156 ordinary shares of the Company (“Shares”) (or in lieu of Shares, pre-funded warrants to purchase ordinary shares of the Company) at a purchase price of $9.54 per Share (or $9.539 for each ordinary share underlying a pre-funded warrant), in a private placement transaction (the “Private Placement”). The aggregate gross proceeds from the Private Placement are expected to be $120.0 million, before deducting fees to placement agents and financial advisors and before other expenses payable by the Company. Each pre-funded warrant will have an exercise price of $0.001 per ordinary share, subject to customary adjustments, and will be exercisable at any time after original issuance and will not expire until exercised in full. The pre-funded warrants may not be exercised if the aggregate number of ordinary shares beneficially owned by the holder thereof immediately following such exercise would exceed a specified beneficial ownership limitation.
Monograph Capital Partners I, L.P. (“Monograph”), a life sciences venture firm that is affiliated with Fred Cohen, M.D., a director of the Company, is purchasing 1,572,327 Shares in the Private Placement, for an aggregate purchase price of $15.0 million. The closing for $10.0 million of this amount is expected to occur on or about July 28, 2023 (the “Initial Closing”), concurrently with the closing for the Shares and pre-funded warrants being purchased by the other Purchasers. The closing for the remaining $5.0 million of Shares being purchased by Monograph is expected to occur on or before August 14, 2023. Dr. Cohen is the Chair and Chief Investment Officer of Monograph.
BofA Securities, Inc. and H.C. Wainwright & Co., LLC are acting as joint placement agents for the Private Placement. Ladenburg Thalmann & Co. Inc. and Oppenheimer & Co. Inc. are acting as financial advisors for the Private Placement. The aggregate fee payable by the Company to the joint placement agents and financial advisors is $3.6 million, plus the reimbursement of certain expenses.
Under the terms of the Purchase Agreement, the Company has agreed to prepare and file, within 45 days after the Initial Closing, one or more registration statements with the Securities and Exchange Commission (the “SEC”) to register for resale the Shares issued under the Purchase Agreement and the ordinary shares issuable upon exercise of the pre-funded warrants issued pursuant to the Purchase Agreement, and generally to cause the applicable registration statements to become effective as soon as practicable thereafter. Certain cash penalties will apply to the Company in the event of registration failures, as described in the Purchase Agreement.
The Purchase Agreement contains customary representations, warranties and covenants that were made solely for the benefit of the parties to the Purchase Agreement. Such representations, warranties and covenants (i) are intended as a way of allocating risk between the parties to the Purchase Agreement and not as statements of fact, and (ii) may apply standards of materiality in a way that is different from what may be viewed as material by stockholders of, or other investors in, the Company. Accordingly, the Purchase Agreement is included with this filing only to provide investors with information regarding the terms of the transaction and not to provide investors with any other factual information regarding the Company. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company or any of its subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in public disclosures.
On July 27, 2023, the Company issued a press release announcing the Private Placement, a copy of which is filed with this report as Exhibit 99.1.
The foregoing descriptions of the Purchase Agreement and form of pre-funded warrant do not purport to be complete and are qualified in their entirety by reference to the Purchase Agreement and form of pre-funded warrant, copies of which are filed with this report as Exhibit 10.1 and Exhibit 4.1, respectively.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The information contained above in Item 1.01 relating to the Private Placement is incorporated by reference into this Item 3.02. Based in part upon the representations of the Purchasers in the Purchase Agreement, the offering and sale of the securities will be made in reliance on the exemption afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the ��Securities Act”), and Regulation D promulgated thereunder. The Purchasers represented that they are accredited investors, as such term is defined in Rule 501(a) of Regulation D under the Securities Act, and that they are acquiring the securities for investment purposes only and not with a view to any resale, distribution or other disposition of the securities in violation of U.S. federal securities laws.
Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy any securities of the Company.
