Item 5. Other Information
Item 5. Other Information.
Trading Plans
On August 15, 2025 , our Chief Medical Officer , Mark Schoenberg , entered into a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5 - 1 (c) under the Exchange Act, to sell up to 40,000 ordinary shares. The trading plan expires on November 18, 2026.
Agenus License Agreement Termination
In
November 2025, we provided notice to terminate the license agreement with Agenus in connection with our decision to discontinue development of UGN-
301. Under the terms of the license agreement, following notice of termination, the agreement will terminate upon the later of (a) the expiration of a
180 -day notice period; or (b) completion of all wind-down activities and delivery of all Agenus Improvements (as defined in the license agreement) to Agenus. We do
not expect to incur any costs in connection with the termination of the agreement.
Lease Extension
On
August 8, 2025, we entered into an amendment to our lease agreement, dated
November 4, 2019, between us and Witman Properties, L.L.C. and Alexander Road at Davanne, L.L.C. (collectively, the “Landlord”). Pursuant to the amendment, we extended the expiration date of the lease from
January 31, 2026 to
April 30, 2031. Commencing with the extension term on
February 1, 2026, our base rent will be approximately
$0.6 million per year, or approximately
$3.0 million in total during the extension term.
The foregoing summary of the lease amendment is qualified in its entirety by reference to the lease amendment, a copy of which is filed as Exhibit
10.1 to this Quarterly Report.
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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).
10.1
Amendment to Lease Agreement, dated August 8, 2025, by and between the Registrant and Witman Properties, L.L.C. and Alexander Road at Davanne, L.L.C.
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
#
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.
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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.
November 6, 2025
By:
/s/ Elizabeth Barrett
Elizabeth Barrett
Chief Executive Officer
(Principal Executive Officer)
November 6, 2025
By:
/s/ Chris Degnan
Chris Degnan
Chief Financial Officer
(Principal Financial and Accounting Officer)
89
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.