UroGen Pharma Ltd. 10-Q

Item 5. Other Information. On March 15, 2024 , our Chief Medical Officer , Mark Schoenberg , terminated the trading plan previously entered into on December 26, 2023 , to sell up to 30,000 ordinary shares. This plan was intended to satisfy the affirmative defense conditions of Rule 10b5 - 1 (c) under the Exchange Act. 78 Table of Contents Item 6. Exhibits. The following exhibits are filed as part of this report: Exhibit Number Description 3.1 Articles of Association of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant ’ s Form 6-K (File No. 001-38079), filed with the SEC on May 18, 2017). 4.1 Form of July 2023 Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Registrant ’s Current Report on Form 8-K (File No. 001-38079), filed with the SEC on July 27, 2023). 10.1 Amendment to Form of Performance-Based Restricted Stock Unit Grant Notice under the UroGen Pharma Ltd. 2017 Equity Incentive Plan. 10.2 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. 10.3†** License and Supply Agreement, dated as of January 16, 2024, by and between UroGen Pharma Ltd. and Medac Gesellschaft fü r klinische Spezialpr ä parate m.b.H. (incorporated by reference to Exhibit 10.32 to the Registrant's Form 10-K (File No. 001-38079), filed with the SEC on March 14, 2024). 10.4 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 Form 10-K (File No. 001-38079), filed with the SEC on March 14, 2024). 31.1 Certification of Principal Executive Officer pursuant to Rules 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of Principal Financial Officer pursuant to Rules 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1# Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2# Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101.INS Inline XBRL Instance Document – The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 The cover page from the Company’s Quarterly Report on Form 10-Q has been formatted in Inline XBRL ** Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. † Certain information in this exhibit has been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both not material and is the type of information that the registrant treats as private or confidential. # The information in Exhibits 32.1 and 32.2 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act (including this Quarterly Report), unless the Registrant specifically incorporates the foregoing information into those documents by reference. 79 Table of Contents 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 thereunto duly authorized. UroGen Pharma Ltd. May 13, 2024 By: /s/ Elizabeth Barrett Elizabeth Barrett Chief Executive Officer (Principal Executive Officer) May 13, 2024 By: /s/ Don Kim Don Kim Chief Financial Officer (Principal Financial and Accounting Officer) 80