8-K

Date: May 28, 2019

UROGEN PHARMA LTD.

/s/ Peter Pfreundschuh

Peter Pfreundschuh

Chief Financial Officer

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 21, 2019

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 Number)	(IRS Employer Identification No.)

499 Park Avenue New York, New York		10022
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (646) 768-9780

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Ordinary Shares,

par value NIS 0.01 per share

URGN

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

On May 21, 2019, the Board of Directors of UroGen Pharma Ltd. (the “Company”) adopted the UroGen Pharma Ltd. 2019 Inducement Plan (the “Inducement Plan”), effective immediately, pursuant to which the Company reserved 900,000 of the Company’s ordinary shares for issuance under the Inducement Plan. The only persons eligible to receive grants of Awards (as defined below) under the Inducement Plan are individuals who satisfy the standards for inducement grants under Nasdaq Marketplace Rule 5635(c)(4) or 5635(c)(3) and the related guidance under Nasdaq IM 5635-1, including individuals who were not previously an employee or director of the Company or are following a bona fide period of non-employment, in each case as an inducement material to such individual’s agreement to enter into employment with the Company. An “Award” is a nonstatutory stock option, restricted stock unit or other right to receive ordinary shares pursuant to the Inducement Plan. On May 21, 2019, the Company’s Board of Directors also adopted forms of nonstatutory stock option and restricted stock unit grant notices and agreements for use with the Inducement Plan. Awards granted under the Inducement Plan are intended to be used in the recruitment of new team members, largely focused in the areas of new commercial roles, operational roles, and other general and administrative positions to support the planned commercialization of the Company’s first product candidate.

The description above of the terms of the Inducement Plan is not complete, and reference is made to the Inducement Plan filed as Exhibit 10.1 hereto for a full description of the terms of the Inducement Plan. The forms of nonstatutory stock option and restricted stock unit grant notices and agreements for use with the Inducement Plan are attached as Exhibit 10.2 and 10.3 hereto.

Item 9.01 Financial Statements and Exhibits.

(d)


Exhibit Number		Description

10.1		UroGen Pharma Ltd. 2019 Inducement Plan

10.2		Form of Stock Option Grant Notice and Stock Option Agreement under the UroGen Pharma Ltd. 2019 Inducement Plan

10.3		Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement under the UroGen Pharma Ltd. 2019 Inducement Plan

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.