As filed with the Securities and Exchange Commission on August 13, 2024
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
2019 Inducement Plan
(Full titles of the plans)
UroGen Pharma Ltd.
Jason Smith
General Counsel
400 Alexander Park Drive, 4th Floor
Princeton, New Jersey 08540
Telephone: +1 (646) 768-9780
(Name, address and telephone number, including area code, of agent for service)
Copies to:
Charles J. Bair
Asa M. Henin
Cooley LLP
10265 Science Center Drive
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. ☐
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 Registration Statements of the Registrant on Form S-8 relating to the same employee benefit plans are effective. The Registrant previously registered its Ordinary Shares for issuance under the Registrant’s (i) 2017 Equity Incentive 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), October 12, 2018 (File No. 333-227812), August 10, 2020 (File No. 333-243750), August 5, 2021 (File No. 333-258496), August 11, 2022 (File No. 333-266761) and November 14, 2023 (File No. 333-275547) and (ii) 2019 Inducement Plan under Registration Statements on Form S-8 filed with the Securities and Exchange Commission on June 7, 2019 (File No. 333-232034) and March 21, 2022 (File No. 333-263729). 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. |
Exhibit | Description | |
4.1 | ||
5.1 | ||
23.1 | ||
23.2 | Consent of Erdinast Ben Nathan, Toledano & Co. Reference is made to Exhibit 5.1. | |
24.1 | Powers of Attorney. Reference is made to the signature page hereto. | |
99.1 | ||
| 99.2 | UroGen Pharma Ltd. 2019 Inducement Plan, as amended (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q, filed with the Commission on August 13, 2024). | |
107 | ||
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 13, 2024.
UROGEN PHARMA LTD. | ||
By: | /s/ Elizabeth Barrett | |
Elizabeth Barrett | ||
President and Chief Executive Officer | ||
POWERS OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Elizabeth Barrett and Don Kim, 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 | President, Chief Executive Officer and Director | August 13, 2024 | ||
Elizabeth Barrett | (Principal Executive Officer) | |||
/s/ Don Kim | Chief Financial Officer | August 13, 2024 | ||
Don Kim | (Principal Financial and Accounting Officer) | |||
/s/ Arie Belldegrun | Chair | August 13, 2024 | ||
Arie Belldegrun, M.D. | ||||
/s/ Cynthia Butitta | Director | August 13, 2024 | ||
Cynthia Butitta | ||||
/s/ Fred E. Cohen | Director | August 13, 2024 | ||
Fred E. Cohen, M.D., D.Phil. | ||||
/s/ Leana S. Wen | Director | August 13, 2024 | ||
Leana S. Wen, M.D., M.Sc. | ||||
/s/ Stuart Holden | Director | August 13, 2024 | ||
Stuart Holden, M.D. | ||||
/s/ James Robinson Jr. | Director | August 13, 2024 | ||
James Robinson Jr. | ||||
/s/ Daniel Wildman | Director | August 13, 2024 | ||
Daniel Wildman |