URGN / UroGen Pharma Ltd. - Arquivamentos da SEC, Relatório Anual, Declaração de Procuração

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 2, 2026 UROGEN PHARMA LTD. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 2, 2026 UROGEN PHARMA LTD. (Exact name of registrant as specified in its charter) Israel 001-38079 98-1460746 (State or other jurisdiction of incorporation) (Commission File Numb

FORM ARS

ANNUAL REPORT 2025Dear Shareholders, This past year marks a defining moment in UroGen’s evolution as we continue to transform the treatment paradigm for urothelial cancers while advancing our mission to create long-term value for patients and shareholders.

UROGEN PHARMA LTD.

Exhibit 99.1 UroGen Reports ZUSDURI™ Revenue More Than Doubled Quarter-over-Quarter and Provides First Quarter 2026 Financial Results and Highlights ● ZUSDURI™ generated revenue of $29.2 million in Q1 2026, representing 109% quarter-over-quarter growth, reflecting broader utilization with the permanent J Code effective January 1, 2026 ● JELMYTO achieved $21.7 million in revenue in Q1 2026, represe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 2026 UROGEN PHARMA LTD. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 2026 UROGEN PHARMA LTD. (Exact name of registrant as specified in its charter) Israel 001-38079 98-1460746 (State or other jurisdiction of incorporation) (Commission File Numbe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38079 UROGEN PHARMA LTD.

SECOND AMENDED AND RESTATED LOAN AGREEMENT Dated as of February 26, 2026 UROGEN PHARMA, INC. (as Borrower, and a Credit Party), UROGEN PHARMA LTD. (as Parent, and a Credit Party), THE OTHER GUARANTORS SIGNATORY HERETO OR OTHERWISE PARTY HERETO FROM T

Exhibit 10.1 SECOND AMENDED AND RESTATED LOAN AGREEMENT Dated as of February 26, 2026 among UROGEN PHARMA, INC. (as Borrower, and a Credit Party), UROGEN PHARMA LTD. (as Parent, and a Credit Party), THE OTHER GUARANTORS SIGNATORY HERETO OR OTHERWISE PARTY HERETO FROM TIME TO TIME (as additional Credit Parties), BIOPHARMA CREDIT PLC (as Collateral Agent), BPCR LIMITED PARTNERSHIP (as a Lender) and

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2)) ☒ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 26, 2026 UROGEN PHARMA L

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 26, 2026 UROGEN PHARMA LTD. (Exact name of registrant as specified in its charter) Israel 001-38079 98-1460746 (State or other jurisdiction of incorporation) (Commission File

UROGEN PHARMA LTD.

Exhibit 99.1 UroGen Announces ZUSDURITM Launch is On-Track and Reports Fourth Quarter and Full Year 2025 Financial Results ● Commercial launch is on-track for ZUSDURI™, the first and only FDA-approved medication for adults with recurrent low-grade intermediate-risk non-muscle invasive bladder cancer (LG-IR-NMIBC); net sales in 2025 were $15.8 million, reflecting the initial launch period ahead of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 2, 2026 UROGEN PHARMA LTD.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 2, 2026 UROGEN PHARMA LTD. (Exact name of registrant as specified in its charter) Israel 001-38079 98-1460746 (State or other jurisdiction of incorporation) (Commission File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38

UROGEN PHARMA LTD.

Exhibit 99.1 UroGen Reports Third Quarter 2025 Financial Results as ZUSDURI™ Launch Gains Momentum ● Reported three-month complete response rate of 77.8% from the Phase 3 UTOPIA trial of UGN-103, consistent with ENVISION results; FDA agreed to regulatory plan to submit an NDA based on data from the UTOPIA trial ● ZUSDURI received unique J-Code (J9282) in October 2025, effective January 1, 2026 ● Z

SECOND LEASE EXTENSION AND MODIFICATION AGREEMENT

Exhibit 10.1 SECOND LEASE EXTENSION AND MODIFICATION AGREEMENT LANDLORD: Alexander Road at Davanne, LLC and Alexander 400, LLC TENANT: UroGen Pharma, Inc. DEMISED 20,913 square feet on the 4th Floor PREMISES: 400 Alexander Road, West Windsor, NJ DATE: August 8th, 2025 WHEREAS, Landlord and Tenant, entered into a Lease Agreement dated as of October 31, 2019 and a Lease Extension and Modification Ag

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 6, 2025 UROGEN PHARMA LT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 6, 2025 UROGEN PHARMA LTD. (Exact name of registrant as specified in its charter) Israel 001-38079 98-1460746 (State or other jurisdiction of incorporation) (Commission File

UROGEN PHARMA LTD., Dated as of [•], 20__ Debt Securities

EX-4.1 Exhibit 4.1 UROGEN PHARMA LTD., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [•], 20 Debt Securities TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section 2.01 Designation and Terms of Securities 5 Section 2.02 Form of Securities and Trustee’s Certificate 8 S

Security Type

Calculation of Filing Fee Tables S-3 UroGen Pharma Ltd. Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial

Table 1: Newly Registered Securities

Calculation of Filing Fee Tables S-8 UroGen Pharma Ltd. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity Ordinary Shares, par value NIS 0.01 per share, to be issued pursuant to future awards under the UroGen Pharma Ltd.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38079 UROGEN PHARMA LTD.

As filed with the Securities and Exchange Commission on November 6, 2025

S-8 As filed with the Securities and Exchange Commission on November 6, 2025 Registration No.

UROGEN PHARMA LTD. _____________, AS WARRANT AGENT FORM OF ORDINARY SHARES WARRANT AGREEMENT DATED AS OF __________

EX-4.4 Exhibit 4.4 UROGEN PHARMA LTD. AND , AS WARRANT AGENT FORM OF ORDINARY SHARES WARRANT AGREEMENT DATED AS OF UROGEN PHARMA LTD. FORM OF ORDINARY SHARES WARRANT AGREEMENT THIS ORDINARY SHARES WARRANT AGREEMENT (this “Agreement”), dated as of [•], between UROGEN PHARMA LTD., a company organized under the laws of the State of Israel (the “Company”), and [•], a [corporation] [national banking as

As filed with the Securities and Exchange Commission on November 6, 2025

S-3ASR Table of Contents As filed with the Securities and Exchange Commission on November 6, 2025 Registration No.

UROGEN PHARMA LTD. ORDINARY SHARES SALES AGREEMENT

EX-1.1 Exhibit 1.1 UROGEN PHARMA LTD. $100,000,000 ORDINARY SHARES SALES AGREEMENT December 20, 2019 Cowen and Company, LLC 599 Lexington Avenue New York, New York 10022 Ladies and Gentlemen: UroGen Pharma Ltd., a company organized under the laws of the State of Israel (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Cowen an

UROGEN PHARMA, LTD. ____________, AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF __________

EX-4.5 Exhibit 4.5 UROGEN PHARMA, LTD. AND , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF UROGEN PHARMA LTD. FORM OF DEBT SECURITIES WARRANT AGREEMENT THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [•], between UROGEN PHARMA LTD., a company organized under the laws of the State of Israel (the “Company”), and [•], a [corporation] [national banking a

144

144 0001763581 XXXXXXXX LIVE 0001668243 UroGen Pharma Ltd. 001-38079 9 HA'TA'ASIYA ST RA'ANANA L3 4365007 972 9 770 7601 Schoenberg Mark Officer Ordinary Oppenheimer & Co. Inc. 85 Broad St. New York NY 10004 871 16444.48 46264132 09/08/2025 Nasdaq Ordinary 09/07/2023 RSU Issuer N 3333 09/07/2023 N/A N Mark Schoenberg 9 HA'TA'ASIYA ST RA'ANANA L3 4365007 Ordinary 07/28/2025 5149 98551.86 Mark Schoe

144

144 0001821479 XXXXXXXX LIVE 0001668243 UroGen Pharma Ltd. 001-38079 9 HA'TA'ASIYA ST RA'ANANA L3 4365007 972 9 770 7601 Smith Jason Drew Officer Ordinary Oppenheimer& Co. 85 Broad St. New York NY 10004 1520 28697.60 46264132 09/08/2025 Nasdaq Ordinary 09/07/2023 RSU Issuer N 6666 09/07/2023 N/A N Jason Smith 9 HA'TA'ASIYA ST RA'ANANA L3 4365007 Ordinary 07/28/2025 7522 143971.08 09/08/2025 Jason

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 26, 2025 UROGEN PHARMA LTD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 26, 2025 UROGEN PHARMA LTD. (Exact name of registrant as specified in its charter) Israel 001-38079 98-1460746 (State or other jurisdiction of incorporation) (Commission File N

UROGEN PHARMA LTD. 2017 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: MARCH 29, 2017 AND MAY 3, 2017 APPROVED BY THE STOCKHOLDERS: APRIL 19, 2017 IPO DATE/EFFECTIVE DATE: MAY 9, 2017 AMENDED BY THE BOARD OF DIRECTORS: AUGUST 29, 2018 AMEND

Exhibit 10.2 UROGEN PHARMA LTD. 2017 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: MARCH 29, 2017 AND MAY 3, 2017 APPROVED BY THE STOCKHOLDERS: APRIL 19, 2017 IPO DATE/EFFECTIVE DATE: MAY 9, 2017 AMENDED BY THE BOARD OF DIRECTORS: AUGUST 29, 2018 AMENDED BY THE BOARD OF DIRECTORS: APRIL 26, 2020 APPROVED BY THE STOCKHOLDERS: JUNE 8, 2020 AMENDED BY THE BOARD OF DIRECTORS: MARCH 17, 2021

UROGEN PHARMA LTD. AMENDED AND RESTATED NON-EMPLOYEE DIRECTOR AND OFFICER1 COMPENSATION POLICY

Exhibit 10.1 UROGEN PHARMA LTD. AMENDED AND RESTATED NON-EMPLOYEE DIRECTOR AND OFFICER1 COMPENSATION POLICY 1. INTRODUCTION 1.1 UroGen Pharma Ltd. (“Company”) is a biotechnology company dedicated to developing and commercializing innovative solutions that treat urothelial and specialty cancers. 1.2 On May 9, 2017, the Company registered its shares on the Nasdaq Global Market (URGN). 1.3 Per the pr

2019 Inducement Plan, as amended.

Exhibit 10.1 UroGen Pharma Ltd. 2019 Inducement Plan Adopted by the Board of Directors: May 21, 2019 Amendment Adopted by the Board of Directors: December 13, 2021 Amendment Adopted by the Board of Directors: June 14, 2024 Amendment Adopted by the Board of Directors: June 30, 2025 1. General. (a) Eligible Award Recipients. The only persons eligible to receive grants of Awards under this Plan are i

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38079 UROGEN PHARMA LTD.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2025 UROGEN PHARMA LTD.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2025 UROGEN PHARMA LTD. (Exact name of registrant as specified in its charter) Israel 001-38079 98-1460746 (State or other jurisdiction of incorporation) (Commission File Nu

UROGEN PHARMA LTD.

Exhibit 99.1 UroGen Pharma Expands Commercial Portfolio with Launch of ZUSDURI™ and Reports Second Quarter 2025 Financial Results ● ZUSDURI™ (mitomycin) for intravesical solution now available as the first and only FDA-approved medication for adults with recurrent low-grade intermediate-risk non-muscle invasive bladder cancer (LG-IR-NMIBC) ● JELMYTO® achieved net product sales of $24.2 million in

ANNUAL REPORT

ANNUAL REPORT 2024 UroGen Pharma Ltd.Dear Shareholders, It is with great enthusiasm and excitement that we share our annual update with you this year. We are embarking on a new era in our company as we strive for leadership in urothelial and specialty cancers. This past year has been monumental in advancing that goal as we hold true to our mission to bring innovative solutions to patients who dese

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2)) ☒ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 30, 2025 UROGEN PHARMA LTD.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 30, 2025 UROGEN PHARMA LTD. (Exact name of registrant as specified in its charter) Israel 001-38079 98-1460746 (State or other jurisdiction of incorporation) (Commission File Num

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 12, 2025 UROGEN PHARMA LTD. (Exact name of registrant as specified in its charter) Israel 001-38079 98-1460746 (State or other jurisdiction of incorporation) (Commission File Num

Asset Purchase Agreement by and among the Registrant and IconOVir Bio, Inc., dated as of February 14, 2025, as amended March 18, 2025.

Exhibit 10.1 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY “[***]”, HAS BEEN OMITTED BECAUSE UROGEN PHARMA LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION UROGEN PHARMA LTD. CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL Execution Version ASSET PURCHASE AGREEMENT BETWEEN ICONOVIR BIO, INC., UROGEN PHARMA, INC. AND UR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38079 UROGEN PHARMA LTD.

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 12, 2025 UROGEN PHARMA LTD. (Exact name of registrant as specified in its charter) Israel 001-38079 98-1460746 (State or other jurisdiction of incorporation) (Commission File Numb

UROGEN PHARMA LTD.

Exhibit 99.1 UroGen Pharma Reports First Quarter 2025 Financial Results and Provides a Business Update ● New Drug Application for UGN-102 on track for FDA-PDUFA target action date of June 13, 2025; assuming approval, commercial launch to immediately follow with product availability in July ● Oncologic Drugs Advisory Committee scheduled for May 21, 2025 ● JELMYTO® achieved net product sales of $20.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A (Amendment No. 1)

-12-31FY2023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A (Amendment No. 1) (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file

UroGen Pharma Ltd. Insider Trading Policy.

Exhibit 19.1 Corporate Policy 3020 Insider Trading I. Introduction This policy determines acceptable transactions in the securities of UroGen Pharma Ltd. (the “Company”) by our employees, directors and consultants. During the course of your employment, directorship or consultancy with the Company, you may receive important information that is not yet publicly available (“inside information”), abou

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38

Description of the Registrant’s Ordinary Shares.

Exhibit 4.2 DESCRIPTION OF ORDINARY SHARES The following descriptions of our ordinary shares and provisions of our amended and restated articles of association are summaries and do not purport to be complete. For a complete description of the matters set forth below, you should refer to our amended and restated articles of association, a copy of which is included as an exhibit to our Annual Report

UROGEN PHARMA LTD.

Exhibit 99.1 UroGen Pharma Reports Fourth Quarter and Full Year 2024 Financial Results and Announces Updated 18-Month Duration of Response (DOR) of 80.6% from the Phase 3 ENVISION Trial of UGN-102 ● UGN-102 Pivotal ENVISION trial demonstrated an 18-month DOR of 80.6% (95% CI: 74.0, 85.7), by Kaplan-Meier estimate, for patients who achieved a complete response (CR) at three months after the first i

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 2025 UROGEN PHARMA LTD.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 2025 UROGEN PHARMA LTD. (Exact name of registrant as specified in its charter) Israel 001-38079 98-1460746 (State or other jurisdiction of incorporation) (Commission File Nu

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 14, 2025 UROGEN PHARMA LTD. (Exact name of registrant as specified in its charter) Israel 001-38079 98-1460746 (State or other jurisdiction of incorporation) (Commission File

Disclaimers This investor presentation contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995, including, without limitation: the potential of UroGen’s proprietary technology to enhance pro

Exhibit 99.1 Developing Innovative Medicines to Treat Urothelial Cancers January 2025 Disclaimers This investor presentation contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995, including, without limitation: the potential of UroGen’s proprietary technology to enhance proven and novel medicines and deliver them aligned with the way ur

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 14, 2025 UROGEN PHARMA LT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 14, 2025 UROGEN PHARMA LTD. (Exact name of registrant as specified in its charter) Israel 001-38079 98-1460746 (State or other jurisdiction of incorporation) (Commission File

URGN / UroGen Pharma Ltd. / Pontifax Management III G.P. (2011) Ltd. - AMENDMENT NO. 1 TO SCHEDULE 13D Activist Investment

SC 13D/A 1 ea0221303-13da1pontifaxuro.htm AMENDMENT NO. 1 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* UROGEN PHARMA LTD. (Name of Issuer) Ordinary Shares, par value NIS 0.01 per share (Title of Class of Securities) M96088105 (CUSIP Number) Asaf Shinar Pontifax 14 Shenkar Street H

URGN / UroGen Pharma Ltd. / MENORA MIVTACHIM HOLDINGS LTD. - SC 13G/A Passive Investment

SC 13G/A 1 zk2432334.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 8)* UroGen Pharma Ltd. (Name of Issuer) Ordinary Shares, par value NIS 0.01 per share (Title of Class of Securities) M96088105 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check t

URGN / UroGen Pharma Ltd. / RTW INVESTMENTS, LP - UROGEN PHARMA LTD. Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* UroGen Pharma Ltd. (Name of Issuer) Ordinary Shares, par value NIS 0.01 per share (Title of Class of Securities) M96088105 (CUSIP Number) September 30, 2024 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursu

URGN / UroGen Pharma Ltd. / GREAT POINT PARTNERS LLC Passive Investment

SC 13G/A 1 greatpoint-urgn093024a2.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* UROGEN PHARMA LTD. (Name of Issuer) Ordinary Shares, par value NIS 0.01 per share (Title of Class of Securities) M96088105 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Ch

URGN / UroGen Pharma Ltd. / Point72 Asset Management, L.P. - UROGEN PHARMA LTD. Passive Investment

SC 13G/A 1 p24-3150sc13ga.htm UROGEN PHARMA LTD. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* UroGen Pharma Ltd. (Name of Issuer) Ordinary Shares, par value NIS 0.01 per share (Title of Class of Securities) M96088105 (a) (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement)

URGN / UroGen Pharma Ltd. / RA CAPITAL MANAGEMENT, L.P. - SC 13G/A Passive Investment

SC 13G/A 1 tm2427451d29sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* UROGEN PHARMA LTD. (Name of Issuer) Ordinary Shares, par value NIS 0.01 per share (Title of Class of Securities) M96088105 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Stateme

Exhibit 1: Joint Filing Agreement

EX-99.1 2 tm2427451d29ex1.htm EXHIBIT 1 EXHIBIT 1 AGREEMENT This Joint Filing Agreement, dated as of November 14, 2024, is by and among RA Capital Management, L.P., Peter Kolchinsky, Rajeev Shah, and RA Capital Healthcare Fund, L.P. (the foregoing are collectively referred to herein as the “Filers”). Each of the Filers may be required to file with the United States Securities and Exchange Commissi

URGN / UroGen Pharma Ltd. / COWEN AND COMPANY, LLC - COWEN AND COMPANY, LLC Passive Investment

SC 13G/A 1 urgna1111224.htm COWEN AND COMPANY, LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* UroGen Pharma Ltd. (Name of Issuer) Ordinary Shares (Title of Class of Securities) BZ7PJQ1 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this Statement) Check the appropriate

URGN / UroGen Pharma Ltd. / Adage Capital Management, L.P. - UROGEN PHARMA LTD. Passive Investment

SC 13G 1 p24-3092sc13g.htm UROGEN PHARMA LTD. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* UroGen Pharma Ltd. (Name of Issuer) Ordinary Shares, par value NIS 0.01 per share (Title of Class of Securities) M96088105 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of This Statement) Check the

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)

EX-99.1 2 p24-3092ex99.htm JOINT FILING AGREEMENT PURSUANT TO RULE 13D-1(K) EXHIBIT 99.1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the

URGN / UroGen Pharma Ltd. / BlackRock, Inc. Passive Investment

SC 13G 1 il0011407140110824.txt il0011407140110824.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: ) UROGEN PHARMA LTD - (Name of Issuer) Common Stock - (Title of Class of Securities) BZ7PJQ1 - (SEDOL Number) September 30, 2024 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to d

URGN / UroGen Pharma Ltd. / MORGAN STANLEY - MS INITIAL Passive Investment

SC 13G 1 UroGenPharmaLtdURGN.txt MS INITIAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* UroGen Pharma Ltd. - (Name of Issuer) Ordinary Shares - (Title of Class of Securities) M96088105 - (CUSIP Number) September 30, 2024 - (Date Of Event which Requires Filing of this Statement) Check the appropriate

Pre-Paid Forward Contract by and among the Registrant and RTW Investments ICAV for and on behalf of RTW Fund 2, dated as of March 18, 2021, as amended April 30, 2021 and August 14, 2024 (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on November 6, 2024).

Exhibit 10.1 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT UROGEN PHARMA LTD. TREATS AS PRIVATE OR CONFIDENTIAL PRE-PAID FORWARD CONTRACT By and Between UroGen Pharma Ltd. and RTW Investments ICAV for RTW Fund 2 Dated as of March 18, 2021 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 1 Sec

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 6, 2024 UROGEN PHARMA LT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 6, 2024 UROGEN PHARMA LTD. (Exact name of registrant as specified in its charter) Israel 001-38079 98-1460746 (State or other jurisdiction of incorporation) (Commission File

UROGEN PHARMA LTD. SELECTED CONSOLIDATED BALANCE SHEETS (U.S. dollars in thousands) September 30, 2024 December 31, 2023 Cash and cash equivalents and marketable securities $ 254,217 $ 141,470 Total assets $ 301,943 $ 178,311 Total liabilities $ 276,

EX-99.1 Exhibit 99.1 UroGen Pharma Reports 2024 Third Quarter Financial Results and Business Highlights, Including the Potential Launch of UGN-102 in 2025 • New Drug Application for UGN-102 accepted by US FDA; PDUFA target action date set for June 13, 2025 • JELMYTO® achieved net product sales of $25.2 million in Q3 2024, compared to $20.9 million in Q3 2023 • $254.2 million in cash, cash equivale

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38079 UROGEN PHARMA LTD.

URGN / UroGen Pharma Ltd. / BlackRock, Inc. Passive Investment

SC 13G 1 il0011407140102424.txt il0011407140102424.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: ) UROGEN PHARMA LTD - (Name of Issuer) Common Stock - (Title of Class of Securities) BZ7PJQ1 - (SEDOL Number) September 30, 2024 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to d

Employment Agreement between the Company and Chris Degnan, dated October 7, 2024 (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on October 9, 2024).

EX-10.2 Exhibit 10.2 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the “Agreement”), is hereby made this 7th day of October, 2024, between UroGen Pharma, Inc., a wholly owned subsidiary (the “Subsidiary”) of UroGen Pharma Ltd. (the “Parent”, and the Subsidiary and the Parent together, the “Company”), and Chris Degnan (the “Executive”) (collectively, the “Parties”). WHEREAS, t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 7, 2024 UROGEN PHARMA LTD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 7, 2024 UROGEN PHARMA LTD. (Exact name of registrant as specified in its charter) Israel 001-38079 98-1460746 (State or other jurisdiction of incorporation) (Commission File N

Separation Agreement between the Company and Don Kim, dated October 7, 2024 (incorporated by reference to Exhibit 10.1 to the Registrant

EX-10.1 Exhibit 10.1 October 7, 2024 Via Email and DocuSign Dong (Don) Kim [email protected] Dear Don: This letter sets forth the substance of the separation and consulting agreement (the “Agreement”) that UroGen Pharma, Inc. (the “Subsidiary”), a wholly owned subsidiary of UroGen Pharma Ltd. (the “Parent” and together with the Subsidiary, the “Company”) is offering to you to aid in your employme

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 23, 2024 UROGEN PHARMA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 23, 2024 UROGEN PHARMA LTD. (Exact name of registrant as specified in its charter) Israel 001-38079 98-1460746 (State or other jurisdiction of incorporation) (Commission Fil

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 12, 2024 UROGEN PHARMA LTD. (Exact name of registrant as specified in its charter) Israel 001-38079 98-1460746 (State or other jurisdiction of incorporation) (Commission Fil

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2024 UROGEN PHARMA LTD. (Exact name of registrant as specified in its charter) Israel 001-38079 98-1460746 (State or other jurisdiction of incorporation) (Commission File N

UROGEN PHARMA LTD. SELECTED CONSOLIDATED BALANCE SHEETS (U.S. dollars in thousands) June 30, 2024 December 31, 2023 Cash and cash equivalents and marketable securities $ 241,280 $ 141,470 Total assets $ 281,849 $ 178,311 Total liabilities $ 251,535 $

Exhibit 99.1 UroGen Pharma Ahead of Schedule to Complete UGN-102 NDA Submission and Reports 2024 Second Quarter Financial Results and Business Highlights • Potential for an FDA decision as early as the first quarter of 2025, assuming priority review • UGN-102 Phase 3 ENVISION trial demonstrated an unprecedented 82.3% Duration of Response at 12 Months by Kaplan-Meier analysis in LG-IR-NMIBC patient

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 SEC on August 13, 2024).

Exhibit 10.1 UroGen Pharma Ltd. 2019 Inducement Plan Adopted by the Board of Directors: May 21, 2019 Amendment Adopted by the Board of Directors: December 13, 2021 Amendment Adopted by the Board of Directors: June 14, 2024 1. General. (a) Eligible Award Recipients. The only persons eligible to receive grants of Awards under this Plan are individuals who satisfy the standards for inducement grants

Calculation of Filing Fee Table

Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-8 UroGen Pharma Ltd. Table 1 – Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Ordinary Shares, par value NIS 0.01 per share, to be issued pursuant to future awards under the

As filed with the Securities and Exchange Commission on August 13, 2024

As filed with the Securities and Exchange Commission on August 13, 2024 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38079 UROGEN PHARMA LTD.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 2024 UROGEN PHARMA LTD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 2024 UROGEN PHARMA LTD. (Exact name of registrant as specified in its charter) Israel 001-38079 98-1460746 (State or other jurisdiction of incorporation) (Commission File N

2017 Equity Incentive Plan, as amended (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on August 8, 2024).

EX-10.2 Exhibit 10.2 UROGEN PHARMA LTD. 2017 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: MARCH 29, 2017 AND MAY 3, 2017 APPROVED BY THE STOCKHOLDERS: APRIL 19, 2017 IPO DATE/EFFECTIVE DATE: MAY 9, 2017 AMENDED BY THE BOARD OF DIRECTORS: AUGUST 29, 2018 AMENDED BY THE BOARD OF DIRECTORS: APRIL 26, 2020 APPROVED BY THE STOCKHOLDERS: JUNE 8, 2020 AMENDED BY THE BOARD OF DIRECTORS: MARCH

UroGen Pharma Ltd. 2024 Non-Employee Director and Officer Compensation Policy (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on August 8, 2024).

EX-10.1 Exhibit 10.1 UROGEN PHARMA LTD. 2024 NON-EMPLOYEE DIRECTOR AND OFFICER1 COMPENSATION POLICY 1. INTRODUCTION 1.1 UroGen Pharma Ltd. (“Company”) is a biotechnology company dedicated to developing and commercializing innovative solutions that treat urothelial and specialty cancers. 1.2 On May 9, 2017, the Company registered its shares on the Nasdaq Global Market (URGN). 1.3 Per the provisions

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2024 UROGEN PHARMA LTD.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2024 UROGEN PHARMA LTD. (Exact name of registrant as specified in its charter) Israel 001-38079 98-1460746 (State or other jurisdiction of incorporation) (Commission File Nu

ARS

UroGen Pharma Ltd. ANNUAL REPORT 2023Dear Shareholders, As we reflect on this past year, I continue to be amazed by the persistence and resilience of our UroGen team. Following many years of developing medicines to treat patients with urothelial cancers, we are on the precipice of what has the potential to be the most exciting time for our company. A major milestone was reached in our UGN-102 clini

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2)) ☒ Definitive Proxy State

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)

EX-99 2 p24-2248exhibit99.htm JOINT FILING AGREEMENT PURSUANT TO RULE 13D-1(K) EXHIBIT 99.1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without t

URGN / UroGen Pharma Ltd. / COWEN AND COMPANY, LLC - COWEN AND COMPANY, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 UroGen Pharma Ltd. (Name of Issuer) Common Stock (Title of Class of Securities) 001140714 (CUSIP Number) June 19, 2024 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule

URGN / UroGen Pharma Ltd. / Point72 Asset Management, L.P. - UROGEN PHARMA LTD. Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* UroGen Pharma Ltd. (Name of Issuer) Ordinary Shares, par value NIS 0.01 per share (Title of Class of Securities) M96088105 (a) (CUSIP Number) June 14, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant

5,000,000 Ordinary Shares Pre-Funded Warrants to Purchase 1,142,857 Ordinary Shares

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-268398 Prospectus Supplement (To Prospectus dated November 29, 2022) 5,000,000 Ordinary Shares Pre-Funded Warrants to Purchase 1,142,857 Ordinary Shares We are offering 5,000,000 of our ordinary shares, par value NIS 0.01 per share, or, in lieu of ordinary shares to certain investors that so choose, pre-funded warrants to purc

UroGen Pharma Announces Pricing of Public Offering of Ordinary Shares and Pre-Funded Warrants

Exhibit 99.2 UroGen Pharma Announces Pricing of Public Offering of Ordinary Shares and Pre-Funded Warrants PRINCETON, N.J. – (BUSINESS WIRE) – June 17, 2024 – UroGen Pharma Ltd. (Nasdaq: URGN), a biotech company dedicated to developing and commercializing innovative solutions that treat urothelial and specialty cancers, today announced the pricing of an underwritten public offering of 5,000,000 or

UroGen Pharma Announces Commencement of Public Offering of Ordinary Shares and Pre-Funded Warrants

Exhibit 99.1 UroGen Pharma Announces Commencement of Public Offering of Ordinary Shares and Pre-Funded Warrants PRINCETON, N.J. – (BUSINESS WIRE) – June 17, 2024 – UroGen Pharma Ltd. (Nasdaq: URGN), a biotech company dedicated to developing and commercializing innovative solutions that treat urothelial and specialty cancers, today announced that it has commenced an underwritten public offering, su

Form of June 2024 Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on June 18, 2024).

Exhibit 4.1 UROGEN PHARMA LTD. PRE-FUNDED WARRANT TO PURCHASE ORDINARY SHARES Number of Shares: [•] (subject to adjustment) Warrant No. [•] Original Issue Date: June [•], 2024 UroGen Pharma Ltd., a company organized under the laws of the State of Israel (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [•] or

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 17, 2024 UROGEN PHARMA LTD. (Exact name of registrant as specified in its charter) Israel 001-38079 98-1460746 (State or other jurisdiction of incorporation) (Commission File Num

Underwriting Agreement, dated June 17, 2024, by and among the Company, TD Securities (USA) LLC and Guggenheim Securities, LLC.

Exhibit 1.1 UroGen Pharma Ltd. 5,000,000 Ordinary Shares (Par Value NIS 0.01 Per Share) Pre-Funded Warrants to Purchase 1,142,857 Ordinary Shares UNDERWRITING AGREEMENT June 17, 2024 TD SECURITIES (USA) LLC GUGGENHEIM SECURITIES, LLC As Representatives of the several Underwriters c/o TD SECURITIES (USA) LLC 1 Vanderbilt Avenue New York, New York 10017 c/o GUGGENHEIM SECURITIES, LLC 330 Madison Ave

Subject to completion, dated June 17, 2024

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-268398 The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to the securities has become effective under the Securities Act of 1933, as amended. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securi

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 13, 2024 UROGEN PHARMA LTD. (Exact name of registrant as specified in its charter) Israel 001-38079 98-1460746 (State or other jurisdiction of incorporation) (Commission File Num

Forward-Looking St at ement s This investor presentation contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995, including, without limitation: the potential for UroGen to transform bladder

Exhibit 99.1 New Horizons in Bladder Cancer: UGN-102 Duration of Response Results from the ENVISION Study NASDAQ: URGN June 13, 2024 1 Forward-Looking St at ement s This investor presentation contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995, including, without limitation: the potential for UroGen to transform bladder cancer treatme

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38079 UROGEN PHARMA LTD.

UROGEN PHARMA LTD. SELECTED CONSOLIDATED BALANCE SHEETS (U.S. dollars in thousands) March 31, 2024 December 31, 2023 Cash and cash equivalents and marketable securities $ 164,525 $ 141,470 Total assets $ 200,574 $ 178,311 Total liabilities $ 240,708

EX-99.1 Exhibit 99.1 UroGen Pharma Announces Date for ENVISION Data, New Long-Term Jelmyto Durability Data, and Reports 2024 First Quarter Financial Results and Business Highlights • 12-month duration of response data from ENVISION study of UGN-102 to be discussed during company sponsored virtual event on June 13, 2024 • ENVISION data expected to support completion of UGN-102 NDA in Q3 2024 • Post

Form of Performance Stock Award Grant Notice and Performance Stock Award Agreement under the UroGen Pharma Ltd. Israeli Sub-Plan to 2017 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on May 13, 2024).

Exhibit 10.2 UroGen Pharma Ltd. performance Stock award Grant Notice (2017 Equity Incentive Plan) (Israeli Sub-Plan to 2017 Equity Incentive Plan) UroGen Pharma Ltd. (the “Company”), pursuant to its 2017 Equity Incentive Plan and Israeli Sub-Plan to the 2017 Equity Incentive Plan (together, the “Plan”), hereby awards to Participant Performance Stock Awards for the number of the Company’s Ordinary

Amendment to Form of Performance-Based Restricted Stock Unit Grant Notice under the UroGen Pharma Ltd. 2017 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant

Exhibit 10.1 UroGen Pharma Ltd. Performance-Based Restricted Stock Unit Grant Notice (2017 Equity Incentive Plan) UroGen Pharma Ltd. (the “Company”), pursuant to its 2017 Equity Incentive Plan (the “Plan”), hereby awards to Participant a Performance-Based Restricted Stock Unit Award for the number of the Company’s Ordinary Shares (“Performance Stock Units” or “PSUs”) set forth below (the “Award”).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2024 UROGEN PHARMA LTD. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2024 UROGEN PHARMA LTD. (Exact name of registrant as specified in its charter) Israel 001-38079 98-1460746 (State or other jurisdiction of incorporation) (Commission File Numb

URGN / UroGen Pharma Ltd. / BlackRock Inc. Passive Investment

SC 13G/A 1 il0011407140050724.txt il0011407140050724.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 1) UROGEN PHARMA LTD - (Name of Issuer) Common Stock - (Title of Class of Securities) BZ7PJQ1 - (SEDOL Number) April 30, 2024 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to de

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A (Amendment No. 1)

-12-31FY2023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A (Amendment No. 1) (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission file

Amendment to Form of Restricted Stock Unit Grant Notice under the UroGen Pharma Ltd. 2019 Inducement Plan (incorporated by reference to Exhibit 10.12 to the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 14, 2024).

Exhibit 10.12 UroGen Pharma Ltd. Restricted Stock Unit Grant Notice (2019 Inducement Plan) UroGen Pharma Ltd. (the “Company”), pursuant to its 2019 Inducement Plan (the “Plan”), hereby awards to Participant a Restricted Stock Unit Award for the number of shares of the Company’s Ordinary Shares (“Restricted Stock Units”) set forth below (the “Award”). The Award is subject to all of the terms and co

Amendment to Form of Restricted Stock Unit Grant Notice under the UroGen Pharma Ltd. 2017 Equity Incentive Plan (incorporated by reference to Exhibit 10.7 to the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 14, 2024)

Exhibit 10.7 UroGen Pharma Ltd. Restricted Stock Unit Grant Notice (2017 Equity Incentive Plan) UroGen Pharma Ltd. (the “Company”), pursuant to its 2017 Equity Incentive Plan (the “Plan”), hereby awards to Participant a Restricted Stock Unit Award for the number of the Company’s Ordinary Shares (“Restricted Stock Units” or “RSUs”) set forth below (the “Award”). The Award is subject to all of the t

Amended and Restated Loan Agreement, dated as of March 13, 2024, by and among UroGen Pharma, Inc., as the borrower, and a credit party, UroGen Pharma Ltd. as Parent, and a Credit Party, the other guarantors signatory hereto or otherwise party hereto from time to time as additional Credit Parties, BioPharma Credit PLC as collateral agent, BPCR Limited Partnership as a lender and BioPharma Credit Investments V (Master) LP as a lender (incorporated by reference to Exhibit 10.35 to the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 14, 2024).

EXHIBIT 10.35 AMENDED AND RESTATED LOAN AGREEMENT Dated as of March 13, 2024 among UROGEN PHARMA, INC. (as Borrower, and a Credit Party), UROGEN PHARMA LTD. (as Parent, and a Credit Party), THE OTHER GUARANTORS SIGNATORY HERETO OR OTHERWISE PARTY HERETO FROM TIME TO TIME (as additional Credit Parties), BIOPHARMA CREDIT PLC (as Collateral Agent), BPCR LIMITED PARTNERSHIP (as a Lender) and BIOPHARMA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 14, 2024 UROGEN PHARMA LTD.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 14, 2024 UROGEN PHARMA LTD. (Exact name of registrant as specified in its charter) Israel 001-38079 98-1460746 (State or other jurisdiction of incorporation) (Commission File Nu

UROGEN PHARMA LTD. SELECTED CONSOLIDATED BALANCE SHEETS (U.S. dollars in thousands) December 31, 2023 December 31, 2022 Cash and cash equivalents and marketable securities $ 141,469 $ 99,963 Total assets $ 178,311 $ 135,619 Total liabilities $ 243,52

EX-99.1 Exhibit 99.1 UroGen Pharma Delivers Double Digit JELMYTO® Growth and Prepares for the Next Phase of the Company with on Track Rolling Submission of UGN-102 • Initiated submission of a rolling NDA to the FDA for UGN-102; 12-month duration of response data from ENVISION expected to support completion of NDA submission • Announced next-generation novel mitomycin-based RTGel formulations for L

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38

License and Supply Agreement, dated as of January 16, 2024, by and between UroGen Pharma Ltd. and Medac Gesellschaft für klinische Spezialpräparate m.b.H. (incorporated by reference to Exhibit 10.32 to the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 14, 2024).

Exhibit 10.32 CERTAIN INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY [***], HAS BEEN EXCLUDED BECAUSE THE REGISTRANT HAS DETERMINED THE INFORMATION IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. LICENSE and SUPPLY AGREEMENT This License and Supply Agreement (the “Agreement”) shall enter into force upon the latter date of signature of the Agreement (th

Amendment 2 to Manufacturing & Supply Agreement, dated as of December 28, 2023 by and between UroGen Pharma Ltd. and Cenexi-Laboratoires Thissen s.a. (incorporated by reference to Exhibit 10.31 to the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 14, 2024).

Exhibit 10.31 CERTAIN INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY [***], HAS BEEN EXCLUDED BECAUSE THE REGISTRANT HAS DETERMINED THE INFORMATION IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Amendment #2 to Manufacturing and Supply Agreement This Amendment #2 to the Manufacturing & Supply Agreement (“Amendment #2”), effective as off its date of la

UroGen Pharma Ltd. Incentive Compensation Recoupment Policy (incorporated by reference to Exhibit 97 to the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 14, 2024).

Exhibit 97 UROGEN PHARMA LTD. Incentive Compensation Recoupment Policy 1. Introduction The Board of Directors (the “Board”) and the Compensation Committee (the “Compensation Committee”) of the Board of UroGen Pharma Ltd., a company organized and existing under the laws of the State of Israel (the “Company”), have determined that it is in the best interests of the Company and its shareholders to ad

Amended Restricted Stock Unit Grant Notice by and between the Registrant and Elizabeth Barrett, dated as of December 20, 2023 (incorporated by reference to Exhibit 10.18 to the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 14, 2024).

Exhibit 10.18 UroGen Pharma Ltd. amended Restricted Stock Unit Grant Notice (2017 Equity Incentive Plan) UroGen Pharma Ltd. (the “Company”), pursuant to its 2017 Equity Incentive Plan (the “Plan”), hereby awards to Participant a Restricted Stock Unit Award for the number of the Company’s Ordinary Shares (“Restricted Stock Units” or “RSUs”) set forth below (the “Award”). The Award is subject to all

Forward-Looking Statements This investor presentation contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995, including, without limitation: the estimated addressable patient population and

Exhibit 99.1 Developing Innovative Medicines to Treat Urothelial Cancers March 2024 For investor audiences only. Not for promotional use with healthcare professionals. Forward-Looking Statements This investor presentation contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995, including, without limitation: the estimated addressable pati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 4, 2024 UROGEN PHARMA LTD.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 4, 2024 UROGEN PHARMA LTD. (Exact name of registrant as specified in its charter) Israel 001-38079 98-1460746 (State or other jurisdiction of incorporation) (Commission File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 1, 2024 UROGEN PHARMA LTD.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 1, 2024 UROGEN PHARMA LTD. (Exact name of registrant as specified in its charter) Israel 001-38079 98-1460746 (State or other jurisdiction of incorporation) (Commission File Num

URGN / UroGen Pharma Ltd. / Arkin Moshe - SC 13D/A Activist Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES ACT OF 1934 (Amendment No. 4) UroGen Pharma Ltd. (Name of Issuer) Ordinary Shares, par value NIS 0.01 per share M96088105 (Title of class of securities) (CUSIP number) Arkin Communications Ltd. 6 HaChoshlim St., Bldg. C, Herzliya 46724, Israel Attn: Moshe Arkin Telephone: 972-9-7883333 with a copy to: Goldfa

URGN / UroGen Pharma Ltd. / GREAT POINT PARTNERS LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

URGN / UroGen Pharma Ltd. / MENORA MIVTACHIM HOLDINGS LTD. - SC 13G/A Passive Investment

SC 13G/A 1 zk2430968.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.7)* UroGen Pharma Ltd. (Name of Issuer) Ordinary Shares, par value NIS 0.01 per share (Title of Class of Securities) M96088105 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the

URGN / UroGen Pharma Ltd. / RTW INVESTMENTS, LP - UROGEN PHARMA LTD. Passive Investment

SC 13G 1 p24-0717sc13g.htm UROGEN PHARMA LTD. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* UroGen Pharma (Name of Issuer) Ordinary Shares, par value NIS 0.01 per share (Title of Class of Securities) M96088105 (CUSIP Number) December 31, 2023 (Date of event which requires filing of this statement) Check the approp

URGN / UroGen Pharma Ltd. / RA CAPITAL MANAGEMENT, L.P. - SC 13G/A Passive Investment

SC 13G/A 1 tm246065d20sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* UROGEN PHARMA LTD. (Name of Issuer) Ordinary Shares, par value NIS 0.01 per share (Title of Class of Securities) M96088105 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement

Exhibit 1: Joint Filing Agreement

EX-99.1 2 tm246065d20ex1.htm EXHIBIT 1 EXHIBIT 1 AGREEMENT This Joint Filing Agreement, dated as of February 14, 2024, is by and among RA Capital Management, L.P., Peter Kolchinsky, Rajeev Shah, and RA Capital Healthcare Fund, L.P. (the foregoing are collectively referred to herein as the “Filers”). Each of the Filers may be required to file with the United States Securities and Exchange Commissio

URGN / UroGen Pharma Ltd. / Stonepine Capital Management, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Urogen Pharma Ltd. (Name of Issuer) Ordinary Shares, par value NIS 0.01 per share (Title of Class of Securities) M96088105 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 7, 2024 UROGEN PHARMA LTD. (Exact name of registrant as specified in its charter) Israel 001-38079 98-1460746 (State or other jurisdiction of incorporation) (Commission File

Forward-Looking Statements This investor presentation contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995, including, without limitation: the estimated addressable patient population and

Exhibit 99.1 Developing Innovative Medicines to Treat Urothelial Cancers February 2024 For investor audiences only. Not for promotional use with healthcare professionals. Forward-Looking Statements This investor presentation contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995, including, without limitation: the estimated addressable p

URGN / UroGen Pharma Ltd. / BlackRock Inc. Passive Investment

il0011407140020224.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: ) UROGEN PHARMA LTD - (Name of Issuer) Common Stock - (Title of Class of Securities) BZ7PJQ1 - (SEDOL Number) December 31, 2023 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whi

Entry into a Material Definitive Agreement, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 16, 2024 UROGEN PHARMA LTD. (Exact name of registrant as specified in its charter) Israel 001-38079 98-1460746 (State or other jurisdiction of incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 28, 2023 UROGEN PHARMA L

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 28, 2023 UROGEN PHARMA LTD. (Exact name of registrant as specified in its charter) Israel 001-38079 98-1460746 (State or other jurisdiction of incorporation) (Commission File

URGN / UroGen Pharma Ltd. / RA CAPITAL MANAGEMENT, L.P. - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* UROGEN PHARMA LTD. (Name of Issuer) Ordinary Shares, par value NIS 0.01 per share (Title of Class of Securities) M96088105 (CUSIP Number) December 19, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

LETTER

United States securities and exchange commission logo December 5, 2023 Don Kim Chief Financial Officer UroGen Pharma Ltd.

* * * * *

November 27, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attn: Lynn Dicker Kevin Kuhar Re: UroGen Pharma Ltd. Form 10-K for Fiscal Year Ended December 31, 2022 File No. 001-38079 Dear Lynn Dicker and Kevin Kuhar: We are writing in response to the comment received from the staff (the “Staff”

LETTER

United States securities and exchange commission logo November 16, 2023 Don Kim Chief Financial Officer UroGen Pharma Ltd.

Form of Performance-Based Restricted Stock Unit Grant Notice and Performance-Based Restricted Stock Unit Award Agreement under the UroGen Pharma Ltd. 2017 Equity Incentive Plan (incorporated by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on November 14, 2023).

Exhibit 10.5 UroGen Pharma Ltd. Performance-Based Restricted Stock Unit Grant Notice (2017 Equity Incentive Plan) UroGen Pharma Ltd. (the “Company”), pursuant to its 2017 Equity Incentive Plan (the “Plan”), hereby awards to Participant a Performance-Based Restricted Stock Unit Award for the number of the Company’s Ordinary Shares (“Performance Stock Units” or “PSUs”) set forth below (the “Award”).

Form of Stock Option Grant Notice and Stock Option Agreement under the UroGen Pharma Ltd. 2017 Equity Incentive Plan (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on November 14, 2023).

Exhibit 10.3 UroGen Pharma Ltd. Stock Option Grant Notice (2017 Equity Incentive Plan) (Israeli Sub-Plan to 2017 Equity Incentive Plan) UroGen Pharma Ltd. (the “Company”), pursuant to its 2017 Equity Incentive Plan and Israeli Sub-Plan to the 2017 Equity Incentive Plan (together, the “Plan”), hereby grants to Optionholder an option to purchase the number of shares of the Company’s Ordinary Shares

Performance-Based Restricted Stock Unit Grant Notice by and between the Registrant and Elizabeth Barrett, dated as of November 13, 2023 (incorporated by reference to Exhibit 10.6 to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on November 14, 2023).

Exhibit 10.6 UroGen Pharma Ltd. Performance-Based Restricted Stock Unit Grant Notice (2017 Equity Incentive Plan) UroGen Pharma Ltd. (the “Company”), pursuant to its 2017 Equity Incentive Plan (the “Plan”), hereby awards to Participant a Performance-Based Restricted Stock Unit Award for the number of the Company’s Ordinary Shares (“Performance Stock Units” or “PSUs”) set forth below (the “Award”).

Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement under the UroGen Pharma Ltd. 2017 Equity Incentive Plan (incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on November 14, 2023).

Exhibit 10.4 UroGen Pharma Ltd. Restricted Stock Unit Grant Notice (2017 Equity Incentive Plan) UroGen Pharma Ltd. (the “Company”), pursuant to its 2017 Equity Incentive Plan (the “Plan”), hereby awards to Participant a Restricted Stock Unit Award for the number of the Company’s Ordinary Shares (“Restricted Stock Units” or “RSUs”) set forth below (the “Award”). The Award is subject to all of the t

Calculation of Filing Fee Table

EX-FILING FEES Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-8 UroGen Pharma Ltd.

UROGEN PHARMA LTD. SELECTED CONSOLIDATED BALANCE SHEETS (U.S. dollars in thousands) September 30, 2023 December 31, 2022 Cash and cash equivalents and marketable securities $ 153,926 $ 99,963 Total assets $ 193,633 $ 135,619 Total liabilities $ 235,6

Exhibit 99.1 UroGen Pharma Reports Third Quarter 2023 Financial Results • Continued strong growth with JELMYTO® net product revenues of $20.9 million in Q3 2023; an increase of ~30% from the same period last year • Agreement with United States Food & Drug Administration (FDA) to proceed with rolling New Drug Application (NDA) for UGN-102 beginning in January 2024 • Conference call and webcast to b

2017 Equity Incentive Plan, as amended (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q, filed with the SEC on November 14, 2023).

Exhibit 10.1 UroGen Pharma Ltd. 2017 Equity Incentive Plan Adopted by the Board of Directors: March 29, 2017 and May 3, 2017 Approved by the Stockholders: April 19, 2017 IPO Date/Effective Date: May 9, 2017 Amended by the Board of Directors: August 29, 2018 Amended by the Board of Directors: April 26, 2020 Approved by the Stockholders: June 8, 2020 Amended by the Board of Directors: March 17, 2021

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38079 UROGEN PHARMA LTD.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2023 UROGEN PHARMA LTD. (Exact name of registrant as specified in its charter) Israel 001-38079 98-1460746 (State or other jurisdiction of incorporation) (Commission File

As filed with the Securities and Exchange Commission on November 14, 2023

S-8 As filed with the Securities and Exchange Commission on November 14, 2023 Registration No.

URGN / UroGen Pharma Ltd / GREAT POINT PARTNERS LLC Passive Investment

SC 13G 1 greatpoint-urgn090823.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* UROGEN PHARMA LTD. (Name of Issuer) Ordinary Shares, par value NIS 0.01 per share (Title of Class of Securities) M96088105 (CUSIP Number) September 8, 2023 (Date of Event Which Requires Filing of this Statement) Check the

UroGen Pharma Ltd. 400 Alexander Park Drive, 4th Floor Princeton, New Jersey 08540

UroGen Pharma Ltd. 400 Alexander Park Drive, 4th Floor Princeton, New Jersey 08540 VIA EDGAR September 13, 2023 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Tamika N. Sheppard Re: UroGen Pharma Ltd. Registration Statement on Form S-3 File No. 333-274423 Acceleration Request Requested Date: Friday, September 15, 2023 Request

LETTER

United States securities and exchange commission logo September 12, 2023 Jason Smith General Counsel UroGen Pharma Ltd.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 7, 2023 UROGEN PHARMA LTD. (Exact name of registrant as specified in its charter) Israel 001-38079 98-1460746 (State or other jurisdiction of incorporation) (Commission File

As filed with the Securities and Exchange Commission on September 8, 2023

S-3 Table of Contents As filed with the Securities and Exchange Commission on September 8, 2023 Registration No.

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables FORM S-3 (Form Type) UroGen Pharma Ltd.

Manufacturing and Supply Agreement - Amendment No. 2, dated May 19, 2023, by and between the Registrant and Isotopia Molecular Imaging Ltd. (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on August 10, 2023).

Exhibit 10.1 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE AND CONFIDENTIAL. Execution Version MANUFACTURING AND SUPPLY AGREEMENT – AMENDMENT NO. 2 Whereas, UroGen Pharma Ltd., with a principal place of business or an office at 9 HaTa’asiya Street, Ra’anan

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 10, 2023 UROGEN PHARMA LTD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 10, 2023 UROGEN PHARMA LTD. (Exact name of registrant as specified in its charter) Israel 001-38079 98-1460746 (State or other jurisdiction of incorporation) (Commission File N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38079 UROGEN PHARMA LTD.

UROGEN PHARMA LTD. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (U.S. dollars in thousands, except share and per share data) Three months ended June 30, Six months ended June 30, 2023 2022 2023 2022 Revenue $ 21,139 $ 16,604

EX-99.1 Exhibit 99.1 UroGen Pharma Reports Record JELMYTO Quarterly Sales and Recent Corporate Developments • Both ENVISION and ATLAS Phase 3 trials of UGN-102 met primary endpoints in treating low-grade intermediate-risk non-muscle-invasive bladder cancer (LG-IR-NMIBC). • Reported record JELMYTO® net product revenues in Q2 2023 of $21.1 million, an increase of ~27% from the same period last year

Amendment to Loan Agreement, dated June 29, 2023, by and among the Company, UroGen Pharma, Inc., as the borrower, and certain direct and indirect subsidiaries of the Company party thereto from time to time, as guarantors, BPCR Limited Partnership, as a lender, BioPharma Credit Investments V (Master) LP, as a lender, and BioPharma Credit PLC, as collateral agent for the lenders (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on August 10, 2023).

Exhibit 10.2 Execution Version FIRST AMENDMENT TO LOAN AGREEMENT This FIRST AMENDMENT TO LOAN AGREEMENT (this “Amendment”), dated and effective as of June 29, 2023 (the “First Amendment Effective Date”), is made by and among UROGEN PHARMA, INC., a Delaware corporation (as “Borrower” and a Credit Party), UROGEN PHARMA LTD., a company incorporated in Israel with company registration number 513537621

LIMITED POWER OF ATTORNEY

EX-99.3 4 brhc20056869ex3.htm EXHIBIT 3 Exhibit 3 LIMITED POWER OF ATTORNEY Know all by these present, that I, Charles Conn, hereby make, constitute and appoint Michael LaGatta, and with full power of substitution, as my true and lawful attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as a member of the Management Board or in other capacit

URGN / UroGen Pharma Ltd / Monograph Capital Holdings Advisors, LLC - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934* UROGEN PHARMA LTD. (Name of Issuer) Ordinary Shares, par value NIS 0.01 per share (Title of Class of Securities) M96088105 (CUSIP Number) Michael LaGatta Partner and Chief Operating Officer Monograph Capital Partners I, L.P. 4001 Kennett Pike Suite 302 Wilmington, Delawar

JOINT FILING AGREEMENT

EX-99.1 2 brhc20056869ex1.htm EXHIBIT 1 Exhibit 1 JOINT FILING AGREEMENT The undersigned hereby agree to prepare jointly and file timely all filings on Forms 3, 4 or 5 or Schedule 13D or 13G and any and all amendments thereto (collectively, the “Filings”) as required to be filed pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and for the completeness and accuracy

LIMITED POWER OF ATTORNEY

Exhibit 2 LIMITED POWER OF ATTORNEY Know all by these present, that I, Fred Cohen, hereby make, constitute and appoint Michael LaGatta, and with full power of substitution, as my true and lawful attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as a member of the Management Board or in other capacities of Monograph Capital Holdings Advisors

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2)) ☒ Definitive Proxy State

ARS

UroGen Pharma Ltd. | ANNUAL REPORT | 2022 UroGen Pharma Ltd. ANNUAL REPORT 2022'HDU6KDUHKROGHUV ,DPYHU\SOHDVHGWREHZULWLQJ\RXDWVXFKDQHQFRXUDJLQJDQG VHPLQDOPRPHQWLQ8UR*HQ¶VKLVWRU\ 2Q-XO\WKZHDQQRXQFHGSRVLWLYHWRSOLQHUHVXOWVIURPWZR3K DVHFOLQLFDOWULDOVLQYHVWLJDWLQJWKHXVHRI8*1 PLWRP\FLQ LQWUDYHVLFDOVROXWLRQWRWUHDWSDWLHQWVZLWKORZJU DGHLQWHUPHGLDWH

DFS - 55% Reduction of Risk for Recurrence, Progression, or Death in the Intent to Treat Population H HR R: 0 : 0.4 .46 5 ( (0.2 0.29 4, 0.6 , 0.88 6) ) UroGen Data on File 27 Source: Table 14.2.1.1a Kaplan-Meier Plot of Disease-Free Survival

EX-99.3 Exhibit 99.3 Summary of Disease-Free Survival: Significantly More Total Recurrence and Progression in TURBT Alone Arm UGN-102 +/- TURBT TURBT Alone (N = 140) / n (%) (N = 142) / n (%) Patients with Events, n (%) 37 (26.1) 55 (39.3) Recurrence of LG Disease 20 (14.1) 39 (27.9) Progression to HG Disease 17 (12.0) 15 (10.7) Death 0 1 ( 0.7) Patients Censored, n (%) 105 (73.9) 85 (60.7) Hazard

Securities Purchase Agreement, dated July 26, 2023, by and among UroGen Pharma Ltd. and the Purchasers named therein (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-38079), filed with the SEC on July 27, 2023).

EX-10.1 Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of July 26, 2023, is made by and among UROGEN PHARMA LTD., a company organized under the laws of the State of Israel (the “Company”), and the Purchasers listed on Exhibit A hereto, together with their permitted transferees (each, a “Purchaser” and collectively, the “Purchasers”). RECI

Form of July 2023 Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on July 27, 2023).

EX-4.1 Exhibit 4.1 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER APPLICABLE SECURITIES LAWS, OR UNLESS OFFE

UroGen Announces $120 Million Private Placement of Ordinary Shares

EX-99.1 Exhibit 99.1 UroGen Announces $120 Million Private Placement of Ordinary Shares PRINCETON, N.J.—July 27, 2023— UroGen Pharma Ltd. (Nasdaq: URGN) (UroGen), a biotech company dedicated to developing and commercializing innovative solutions that treat urothelial and specialty cancers, today announced that it has entered into a definitive securities purchase agreement in connection with a priv

Forward-looking Statements This investor presentation contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995, including, without limitation: the potential of JELMYTO® to change the treatmen

EX-99.2 Exhibit 99.2 New Horizons in Bladder Cancer: Insights from Top-Line Data of ATLAS & ENVISION Studies July 27, 2023 NASDAQ: URGN 1 Forward-looking Statements This investor presentation contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995, including, without limitation: the potential of JELMYTO® to change the treatment paradigm i

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 26, 2023 UROGEN PHARMA LTD.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 26, 2023 UROGEN PHARMA LTD. (Exact name of registrant as specified in its charter) Israel 001-38079 98-1460746 (State or other jurisdiction of incorporation) (Commission File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 25, 2023 UROGEN PHARMA LTD.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 25, 2023 UROGEN PHARMA LTD. (Exact name of registrant as specified in its charter) Israel 001-38079 98-1460746 (State or other jurisdiction of incorporation) (Commission File Num

Joint Filing Agreement

Exhibit 1 Joint Filing Agreement Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of Ordinary Shares, par value NIS 0.

URGN / UroGen Pharma Ltd / MENORA MIVTACHIM HOLDINGS LTD. - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 6)* UroGen Pharma Ltd. (Name of Issuer) Ordinary Shares, par value NIS 0.01 per share (Title of Class of Securities) M96088105 (CUSIP Number) 18 May, 2023 (1) (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 11, 2023 UROGEN PHARMA LTD. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 11, 2023 UROGEN PHARMA LTD. (Exact name of registrant as specified in its charter) Israel 001-38079 98-1460746 (State or other jurisdiction of incorporation) (Commission File Numb

UROGEN PHARMA LTD. SELECTED CONSOLIDATED BALANCE SHEETS (U.S. dollars in thousands) March 31, 2023 December 31, 2022 Cash and cash equivalents and marketable securities $ 75,218 $ 99,963 Total assets $ 112,954 $ 135,619 Total liabilities $ 229,508 $

EX-99.1 Exhibit 99.1 UroGen Pharma Meets Revenue Goal, Reports First Quarter 2023 Financial Results and Recent Corporate Developments • Reported JELMYTO® Q1 2023 net product revenues of $17.2 million, an increase of ~27% from Q1 2022 • Complete Response data from ENVISION pivotal trial and topline data readout from ATLAS trial on track for summer 2023 PRINCETON, N.J. May 11, 2023— UroGen Pharma Lt

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38079 UROGEN PHARMA LTD.

UNI TED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐

Table of Contents Table of Contents UNI TED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

2017 Equity Incentive Plan, as amended.

Exhibit 10.3 UroGen Pharma Ltd. 2017 Equity Incentive Plan Adopted by the Board of Directors: March 29, 2017 and May 3, 2017 Approved by the Stockholders: April 19, 2017 IPO Date/Effective Date: May 9, 2017 Amended by the Board of Directors: August 29, 2018 Amended by the Board of Directors: April 26, 2020 Approved by the Stockholders: June 8, 2020 Amended by the Board of Directors: March 17, 2021

Power of Attorney (see signature page to the Registrant’s Annual Report on Form 10-K (File No. 001-38079), filed with the SEC on March 24, 2023).

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission file number: 001-380

Subsidiary of the Registrant (incorporated by reference to Exhibit 21.1 to the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 24, 2023).

Exhibit 21.1 UroGen Pharma Ltd. Subsidiary of the Registrant Urogen Pharma, Inc., a Delaware corporation.

Amended and Restated Compensation Policy for Officer Holders (incorporated by reference to Exhibit 10.8 to the Registrant's Annual Report on Form 10-K, filed with the SEC on March 24, 2023).

Exhibit 10.8 UroGen Pharma Ltd. 2019 Officers1 Compensation Policy 1. Introduction 1.1. UroGen Pharma Ltd. (“Company”) is a clinical stage biopharmaceutical company focused on developing novel therapies designed to change the standard of care for urological pathologies. The Company has an innovative and broad pipeline of product candidates that it believes can overcome the deficiencies of current

UROGEN PHARMA LTD. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (U.S. dollars in thousands, except share and per share data) Three months ended December 31, Year ended December 31, 2022 2021 2022 2021 Revenue $ 18,092 $ 16,1

EX-99.1 Exhibit 99.1 UroGen Pharma Reports Highest Revenue Quarter and Significant Full Year 2022 Growth and Recent Corporate Developments • Reported JELMYTO® full year 2022 net product revenues of $64.4 million, an increase of 34% from full year 2021 • Completed enrollment of the ENVISION Phase 3 pivotal clinical trial for UGN-102 for LG-IR-NMIBC • Topline data readout from ATLAS clinical study a

Excerpt of Transcript of UroGen Pharma Ltd. Earnings Call Held on March 16, 2023

EX-99.2 Exhibit 99.2 Excerpt of Transcript of UroGen Pharma Ltd. Earnings Call Held on March 16, 2023 Don Kim - UroGen Pharma Ltd. - CFO Thank you, Jeff, and thank you to everyone for joining today’s call. We finished the year with growing momentum, delivering our strongest quarter ever for Jelmyto net sales. On an annualized basis, revenue from Jelmyto sales grew 34% in 2022. For the fourth quart

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 16, 2023 UROGEN PHARMA LTD.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 16, 2023 UROGEN PHARMA LTD. (Exact name of registrant as specified in its charter) Israel 001-38079 98-1460746 (State or other jurisdiction of incorporation) (Commission File Nu

URGN / Urogen Pharma Ltd / Stonepine Capital Management, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.1)* Urogen Pharma Ltd. (Name of Issuer) Ordinary Shares, par value NIS 0.01 per share (Title of Class of Securities) M96088105 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

Up to $83,375,000 Ordinary Shares

424B5 1 d412900d424b5.htm 424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-268398 PROSPECTUS Up to $83,375,000 Ordinary Shares We have entered into a certain sales agreement, as amended, or the sales agreement, with Cowen and Company, LLC, or Cowen, relating to our ordinary shares offered by this prospectus. In accordance with the terms of the sales agreement, we may o

URGN / Urogen Pharma Ltd / Stonepine Capital Management, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Urogen Pharma Ltd. (Name of Issuer) Ordinary Shares, par value NIS 0.01 per share (Title of Class of Securities) M96088105 (CUSIP Number) November 22, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

UroGen Pharma Ltd. 400 Alexander Park Drive, 4th Floor Princeton, New Jersey 08540

UroGen Pharma Ltd. 400 Alexander Park Drive, 4th Floor Princeton, New Jersey 08540 VIA EDGAR November 23, 2022 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Ada D. Sarmento Re: UroGen Pharma Ltd. Registration Statement on Form S-3 File No. 333-268398 Acceleration Request Requested Date: Tuesday, November 29, 2022 Requested T

LETTER

United States securities and exchange commission logo November 22, 2022 Elizabeth Barrett Chief Executive Officer UroGen Pharma Ltd.

As filed with the Securities and Exchange Commission on November 16, 2022

As filed with the Securities and Exchange Commission on November 16, 2022 Registration No.

Form of Indenture, between the Company and one or more trustees to be named.

Exhibit 4.1 UROGEN PHARMA LTD., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [?], 20 Debt Securities TABLE OF CONTENTS ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section 2.01 Designation and Terms of Securities 5 Section 2.02 Form of Securities and Trustee?s Certificate 8 Section 2.03

As filed with the Securities and Exchange Commission on November 15, 2022

Table of Contents As filed with the Securities and Exchange Commission on November 15, 2022 Registration No.

Sales Agreement, dated as of December 20, 2019, by and between the Registrant and Cowen and Company, LLC, as amended by Amendment No. 1 to the Sales Agreement, dated August 12, 2020.

EX-1.1 2 ex447172.htm EXHIBIT 1.1 Exhibit 1.1 UROGEN PHARMA LTD. $100,000,000 ORDINARY SHARES SALES AGREEMENT December 20, 2019 Cowen and Company, LLC 599 Lexington Avenue New York, New York 10022 Ladies and Gentlemen: UroGen Pharma Ltd., a company organized under the laws of the State of Israel (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from ti

Form of Ordinary Shares Warrant Agreement and Warrant Certificate.

Exhibit 4.4 UROGEN PHARMA LTD. AND , As Warrant Agent Form of Ordinary Shares Warrant Agreement Dated As Of Urogen Pharma Ltd. Form of Ordinary Shares Warrant Agreement This Ordinary Shares Warrant Agreement (this ?Agreement?), dated as of [?], between UroGen Pharma Ltd., a company organized under the laws of the State of Israel (the ?Company?), and [?], a [corporation] [national banking associati

Filing Fee Table.

Calculation of Filing Fee Tables Form S-3 (Form Type) Urogen Pharma Ltd. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered

Form of Debt Securities Warrant A

Exhibit 4.5 Urogen Pharma Ltd. AND , As Warrant Agent Form Of Debt Securities Warrant Agreement Dated As Of UroGen Pharma Ltd. Form of Debt Securities Warrant Agreement This Debt Securities Warrant Agreement (this ?Agreement?), dated as of [?], between UroGen Pharma Ltd., a company organized under the laws of the State of Israel (the ?Company?), and [?], a [corporation] [national banking associati

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2022 UROGEN PHARMA LTD. (Exact name of registrant as specified in its charter) Israel 001-38079 98-1460746 (State or other jurisdiction of incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38079 UROGEN PHARMA LTD.

Manufacturing and Supply Agreement, dated May 26, 2020, by and between the Registrant and Isotopia Molecular Imaging Ltd. (the “Isotopia Agreement”) and the extension to the Isotopia Agreement, dated August 25, 2022, by and between the Registrant and Isotopia Molecular Imaging Ltd. (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on November 10, 2022).

EX-10.1 2 ex443657.htm EXHIBIT 10.1 Exhibit 10.1 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE AND CONFIDENTIAL. Execution Version MANUFACTURING AND SUPPLY AGREEMENT This Manufacturing and Supply Agreement is made and entered into as of May 26, 2020 by and

UROGEN PHARMA LTD. SELECTED CONSOLIDATED BALANCE SHEETS (U.S. dollars in thousands) September 30, 2022 (Unaudited) December 31, 2021 Cash and cash equivalents and marketable securities $ 95,911 $ 89,814 Total assets $ 128,473 $ 119,746 Total liabilit

Exhibit 99.1 UroGen Pharma Reports Third Quarter 2022 Financial Results and Recent Corporate Developments ? Full enrollment of ENVISION Phase 3 pivotal trial with UGN-102 in low-grade intermediate-risk non-muscle invasive bladder cancer (LG-IR-NMIBC) expected as soon as the end of November 2022; NDA submission anticipated in first half of 2024 ? Reported JELMYTO? net product revenue of $16.1 milli

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2022 UROGEN PHARMA LTD. (Exact name of registrant as specified in its charter) Israel 001-38079 98-1460746 (State or other jurisdiction of incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 21, 2022 UROGEN PHARMA LT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 21, 2022 UROGEN PHARMA LTD. (Exact name of registrant as specified in its charter) Israel 001-38079 98-1460746 (State or other jurisdiction of incorporation) (Commission File

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 8, 2022 UROGEN PHARMA LTD. (Exact name of registrant as specified in its charter) Israel 001-38079 98-1460746 (State or other jurisdiction of incorporation) (Commission File

Calculation of Filing Fee Table

Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-8 UroGen Pharma Ltd. Table 1 ? Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Ordinary Shares, par value NIS 0.01 per share to be issued pursuant to future awards under the U

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 11, 2022 UROGEN PHARMA LTD. (Exact name of registrant as specified in its charter) Israel 001-38079 98-1460746 (State or other jurisdiction of incorporation) (Commission File N

UroGen Pharma Reports Second Quarter 2022 Financial Results and Recent Corporate Developments

Exhibit 99.1 UroGen Pharma Reports Second Quarter 2022 Financial Results and Recent Corporate Developments ? Reported Jelmyto? net product revenue of $16.6 million, a 22% increase from the first quarter of 2022, and 28% increase YoY; reaffirmed 2022 full-year revenue guidance of $70-$80 million ? Enrollment of UGN-102 Phase 3 single-arm, ENVISION pivotal trial in subjects with low-grade intermedia

Amendment to Lease Agreement, dated June 8, 2022, by and between the Registrant and Witman Properties, L.L.C. and Alexander Road at Davanne, L.L.C. (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on August 11, 2022).

Exhibit 10.2 LEASE EXTENSION AND MODIFICATION AGREEMENT LANDLORD: Alexander Road at Davanne, LLC and Alexander 400, LLC TENANT: UroGen Pharma, Inc. DEMISED 20,913 square feet on the 4th Floor PREMISES: 400 Alexander Road, West Windsor, NJ DATE: June 8, 2022 WHEREAS, Landlord and Tenant, entered into a Lease Agreement dated as of October 31, 2019 that is set to expire on January 31, 2023, and Tenan

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38079 UROGEN PHARMA LTD.

As filed with the Securities and Exchange Commission on August 11, 2022

As filed with the Securities and Exchange Commission on August 11, 2022 Registration No.

URGN / Urogen Pharma Ltd / BlackRock Inc. Passive Investment

il0011407140070822.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: ) UROGEN PHARMA LTD - (Name of Issuer) Common Stock - (Title of Class of Securities) BZ7PJQ1 - (SEDOL Number) June 30, 2022 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which t

UroGen Pharma Ltd. 2017 Equity Incentive Plan, as amended.

Exhibit 10.1 UroGen Pharma Ltd. 2017 Equity Incentive Plan Adopted by the Board of Directors: March 29, 2017 and May 3, 2017 Approved by the Stockholders: April 19, 2017 IPO Date/Effective Date: May 9, 2017 Amended by the Board of Directors: August 29, 2018 Amended by the Board of Directors: April 26, 2020 Approved by the Stockholders: June 8, 2020 Amended by the Board of Directors: March 17, 2021

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 8, 2022 UROGEN PHARMA LTD. (Exact name of registrant as specified in its charter) Israel 001-38079 98-1460746 (State or other jurisdiction of incorporation) (Commission File Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2022 UROGEN PHARMA LTD. (Exact name of registrant as specified in its charter) Israel 001-38079 98-1460746 (State or other jurisdiction of incorporation) (Commission File Numb

UroGen Pharma Reports First Quarter 2022 Financial Results and Recent Corporate Developments

Exhibit 99.1 UroGen Pharma Reports First Quarter 2022 Financial Results and Recent Corporate Developments ? Jelmyto? net product revenue increased 81% over Q1 2021 to $13.6 million ? Enrollment of UGN-102 Phase 3 single-arm, ENVISION pivotal trial is ongoing; completion of enrollment expected by end of 2022 ? Initiated novel, multi-arm Phase 1 clinical trial of UGN-301 in high-grade non-muscle inv

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38079 UROGEN PHARMA LTD.

Manufacturing & Supply Agreement, dated as of April 24, 2020 and amended as of March 2, 2022, by and between UroGen Pharma Ltd. and Cenexi-Laboratoires Thissen s.a. (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on May 10, 2022).

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY ?[?]?, HAS BEEN OMITTED BECAUSE UROGEN PHARMA LTD.

Loan Agreement, dated as of March 7, 2022, by and among UroGen Pharma Ltd. (the “Company”), UroGen Pharma, Inc., as the borrower, and certain direct and indirect subsidiaries of the Company party thereto from time to time, as guarantors, BPCR Limited Partnership, as a lender, BioPharma Credit Investments V (Master) LP, as a lender, and BioPharma Credit PLC, as collateral agent for the lenders (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on May 10, 2022).

LOAN AGREEMENT Dated as of March 7, 2022 among UROGEN PHARMA, INC. (as Borrower, and a Credit Party), UROGEN PHARMA LTD. (as Parent, and a Credit Party), THE OTHER GUARANTORS SIGNATORY HERETO OR OTHERWISE PARTY HERETO FROM TIME TO TIME (as additional Credit Parties), BIOPHARMA CREDIT PLC (as Collateral Agent), BPCR LIMITED PARTNERSHIP (as a Lender) and BIOPHARMA CREDIT INVESTMENTS V (MASTER) LP (a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a?6(e)(2)) ? Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEF 14A 1 urgn20220426def14a.htm FORM DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted

Calculation of Filing Fee Table

Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-8 UroGen Pharma Ltd. Table 1 ? Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Ordinary Shares, par value NIS 0.01 per share to be issued pursuant to future awards under the

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 17, 2022 UROGEN PHARMA LTD. (Exact name of registrant as specified in its charter) Israel 001-38079 98-1460746 (State or other jurisdiction of incorporation) (Commission File Nu

UroGen Pharma Reports Fourth Quarter and Full-year 2021 Financial Results and Recent Corporate Developments

Exhibit 99.1 UroGen Pharma Reports Fourth Quarter and Full-year 2021 Financial Results and Recent Corporate Developments ? Jelmyto? net product revenue increased 42% over Q3 2021 with $16.2 million in Q4 2021; full-year net product revenue of $48.0 million in line with guidance ? Announced up to $100 million senior secured term loan facility with funds managed by Pharmakon Advisors, expected to su

Subsidiary of the Registrant.

Exhibit 21.1 UroGen Pharma Ltd. Subsidiary of the Registrant Urogen Pharma, Inc., a Delaware corporation.

As filed with the Securities and Exchange Commission on March 21, 2022

As filed with the Securities and Exchange Commission on March 21, 2022 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission file number: 001-380

Employment Agreement between the Company and Dong Kim, dated March 20, 2022 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on March 21, 2022).

Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the ?Agreement?), is hereby made this 20th day of March, 2022 (the ?Effective Date?), between UroGen Pharma, Inc., a wholly owned subsidiary (the ?Subsidiary?) of UroGen Pharma, Ltd. (the ?Parent?, and the Subsidiary and the Parent together, the ?Company?), and Dong Kim (the ?Executive?) (collectively, the ?Parties?).

UroGen Pharma Ltd. 2019 Inducement Plan, as amended (incorporated by reference to Exhibit 10.5 to the Registrant's Annual Report on Form 10-K, filed with the SEC on March 21, 2022).

Exhibit 10.5 UroGen Pharma Ltd. 2019 Inducement Plan Adopted by the Board of Directors: May 21, 2019 Amendment Adopted by the Board of Directors: December 13, 2021 1. General. (a) Eligible Award Recipients. The only persons eligible to receive grants of Awards under this Plan are individuals who satisfy the standards for inducement grants under NASDAQ Marketplace Rule 5635(c)(4) or 5635(c)(3), if

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 7, 2022 UROGEN PHARMA LTD. (Exact name of registrant as specified in its charter) Israel 001-38079 98-1460746 (State or other jurisdiction of incorporation) (Commission File Num

URGN / Urogen Pharma Ltd / CREDIT SUISSE AG/ - NONE Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 01)* UroGen Pharma Ltd. (Name of Issuer) Ordinary Shares, par value NIS 0.01 per share (Title of Class of Securities) M96088105 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate th

In accordance with Securities and Exchange Commission Release No. 34-39538 (January 12, 1998), this Statement is being filed by Credit Suisse AG (the "Bank"), a Swiss bank, on behalf of its subsidiaries to the extent that they conduct business as the

In accordance with Securities and Exchange Commission Release No. 34-39538 (January 12, 1998), this Statement is being filed by Credit Suisse AG (the "Bank"), a Swiss bank, on behalf of its subsidiaries to the extent that they conduct business as the Swiss Universal Bank, Asia Pacific, International Wealth Management, Global Markets, Investment Banking & Capital Markets and the Strategic Resolutio

URGN / Urogen Pharma Ltd / Wildcat Capital Management, LLC - AMENDED ACQUISITION OF BENEFICIAL OWNERSHIP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 3 - Exit Filing)* Under the Securities Exchange Act of 1934 UroGen Pharma Ltd. (Name of Issuer) Ordinary Shares, par value NIS 0.01 per share (Title of Class of Securities) M96088105 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to

Exhibit 1

Exhibit 1 AGREEMENT OF JOINT FILING This joint filing agreement (this ?Agreement?) is made and entered into as of this 14th day of February 2022, by and among Wildcat Capital Management, LLC, Wildcat ? Liquid Alpha, LLC, Bonderman Family Limited Partnership and Leonard A.

URGN / Urogen Pharma Ltd / WELLINGTON MANAGEMENT GROUP LLP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3 )* UroGen Pharma Ltd. (Name of Issuer) Common Stock (Title of Class of Securities) M96088105 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sch

URGN / Urogen Pharma Ltd / BlackRock Inc. Passive Investment

il0011407140020322.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 2) UROGEN PHARMA LTD - (Name of Issuer) Common Stock - (Title of Class of Securities) BZ7PJQ1 - (SEDOL Number) December 31, 2021 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to wh

Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 11, 2021 UROGEN PHARMA LTD. (Exact name of registrant as specified in its charter) Israel 001-38079 98-1460746 (State or other jurisdiction of incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38079 UROGEN PHARMA LTD.

UroGen Pharma Reports Third Quarter 2021 Financial Results and Recent Corporate Developments

Exhibit 99.1 UroGen Pharma Reports Third Quarter 2021 Financial Results and Recent Corporate Developments ? Shift to single-arm Phase 3 study for UGN-102 in bladder cancer streamlines pivotal study to form basis of FDA submission ? Jelmyto? net product revenue of $11.4 million for the third quarter of 2021; New patient starts in September and October outpace July and August by nearly 60% ? Confere

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2021 UROGEN PHARMA LTD. (Exact name of registrant as specified in its charter) Israel 001-38079 98-1460746 (State or other jurisdiction of incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 13, 2021 UROGEN PHARMA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 13, 2021 UROGEN PHARMA LTD. (Exact name of registrant as specified in its charter) Israel 001-38079 98-1460746 (State or other jurisdiction of incorporation) (Commission Fil

As filed with the Securities and Exchange Commission on August 5, 2021

As filed with the Securities and Exchange Commission on August 5, 2021 Registration No.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2021 UROGEN PHARMA LTD. (Exact name of registrant as specified in its charter) Israel 001-38079 98-1460746 (State or other jurisdiction of incorporation) (Commission File Nu

UroGen Pharma Reports Second Quarter 2021 Financial Results and Recent Corporate

Exhibit 99.1 UroGen Pharma Reports Second Quarter 2021 Financial Results and Recent Corporate Developments ? Strong Jelmyto? net product revenue of $13.0 million for the second quarter of 2021, representing more than 70% growth over the first quarter of 2021 ? Nearly 100 global centers activated for Phase 3 landmark ATLAS trial with lead pipeline candidate, UGN-102 ? Commenced Jelmyto geographic e

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38079 UROGEN PHARMA LTD.

UroGen Pharma Reports Strong Preliminary Jelmyto® Sales for Second Quarter 2021

Exhibit 99.1 UroGen Pharma Reports Strong Preliminary Jelmyto? Sales for Second Quarter 2021 ? 73% growth in net product revenue over 1Q 2021 to approximately $13.0 million in 2Q 2021 ? 2Q 2021 operating expenses anticipated in the range of $33 to $38 million ? Full 2Q 2021 financial results and conference call to be reported on Wednesday, August 4, 2021 PRINCETON, N.J. - July 14, 2021? UroGen Pha

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 14, 2021 UROGEN PHARMA LTD. (Exact name of registrant as specified in its charter) Israel 001-38079 98-1460746 (State or other jurisdiction of incorporation) (Commission File Num

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 7, 2021 UROGEN PHARMA LTD. (Exact name of registrant as specified in its charter) Israel 001-38079 98-1460746 (State or other jurisdiction of incorporation) (Commission File Numb

2017 Equity Incentive Plan, as amended (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-38079), filed with the SEC on June 8, 2021)

Exhibit 10.1 UroGen Pharma Ltd. 2017 Equity Incentive Plan Adopted by the Board of Directors: March 29, 2017 and May 3, 2017 Approved by the Stockholders: April 19, 2017 IPO Date/Effective Date: May 9, 2017 Amended by the Board of Directors: August 29, 2018 Amended by the Board of Directors: April 26, 2020 Approved by the Stockholders: June 8, 2020 Amended by the Board of Directors: March 17, 2021

Pre-Paid Forward Contract by and among the Registrant and RTW Investments ICAV for and on behalf of RTW Fund 2, dated as of March 18, 2021, as amended.

Exhibit 10.6 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT UROGEN PHARMA LTD. TREATS AS PRIVATE OR CONFIDENTIAL PRE-PAID FORWARD CONTRACT By and Between UroGen Pharma Ltd. and RTW Investments ICAV for RTW Fund 2 Dated as of March 18, 2021 250212926 v1 Exhibit 10.6 TABLE OF CONTENTS Page A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38079 UROGEN PHARMA LTD.

Amendment 2 to Employment Agreement by and between the Registrant and Mark Schoenberg, dated as of March 15, 2021 (incorporated by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on May 13, 2021).

Exhibit 10.5 AMENDMENT NO. 2 TO EXECUTIVE EMPLOYMENT AGREEMENT This Amendment No. 2 (this ?Second Amendment?) to that certain Executive Employment Agreement, made as of January 23, 2020, as amended, by and between UroGen Pharma Inc., a wholly owned subsidiary (the ?Subsidiary?) of UroGen Pharma Ltd. (the ?Parent?) (the Subsidiary and the Parent together, the ?Company?) and Mark P. Schoenberg, MD (

Amendment 1 to Employment Agreement between the Registrant and Jason Smith, dated January 26, 2021 (incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on May 13, 2021).

Exhibit 10.4 AMENDMENT NO. 1 TO EXECUTIVE EMPLOYMENT AGREEMENT This Amendment No. 1 (this ?Amendment?) to that certain Executive Employment Agreement, dated August 12, 2020, by and between Jason Smith (?Executive?) and UroGen Pharma, Inc., a wholly owned subsidiary (the ?Subsidiary?) of UroGen Pharma, Ltd. (the ?Parent?) (the Subsidiary and the Parent together, the ?Company?) is entered into as of

Amendment 1 to Employment Agreement by and between the Registrant and Mark Schoenberg, dated as of January 26, 2021 (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on May 13, 2021).

Exhibit 10.3 AMENDMENT NO. 1 TO EXECUTIVE EMPLOYMENT AGREEMENT This Amendment No. 1 (this ?Amendment?) to that certain Executive Employment Agreement, dated January 23, 2020 by and between Mark P. Schoenberg, MD (?Executive?) and UroGen Pharma, Inc. and UroGen Pharma, Ltd. (collectively, ?Company?) is entered into as of this 26th day of January 2021. The Company and Executive are collectively refe