SC 13G/A: UroGen Pharma Ltd.

AI Summary

SC 13G/A filing by UroGen Pharma Ltd..

Risk Assessment

Risk Level: low

Filing Documents

• p24-3262sc13ga.htm (SC 13G/A) — 63KB
• 0000902664-24-006499.txt ( ) — 65KB

(a)

Item 1(a). NAME OF ISSUER: The name of the issuer is UroGen Pharma Ltd. (the " Company ").

(b)

Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: The Company's principal executive offices are located at 400 Alexander Park Drive, 4 th Floor, Princeton, New Jersey 08540.

(a)

Item 2(a). NAME OF PERSON FILING: This statement is filed by: (i) RTW Investments, LP (" RTW Investments "), a Delaware limited partnership, and the investment adviser to certain funds (the " RTW Funds "), with respect to the Shares (as defined in Item 2(d) below) and Shares issuable upon exercise of Reported Warrants directly held by the RTW Funds; and (ii) Roderick Wong, M.D. (" Dr. Wong "), the Managing Partner and Chief Investment Officer of RTW Investments, with respect to the Shares and Shares issuable upon exercise of Reported Warrants directly held by the RTW Funds. The foregoing persons are hereinafter sometimes collectively referred to as the " Reporting Persons ." The filing of this statement should not be construed as an admission that any of the foregoing persons or any Reporting Person is, for the purposes of Section 13 of the Act, the beneficial owner of the securities reported herein.

(b)

Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: The address of the business office of each of the Reporting Persons is 40 10 th Avenue, Floor 7, New York, New York 10014.

(c)

Item 2(c). CITIZENSHIP: RTW Investments is a Delaware limited partnership. Dr. Wong is a citizen of the United States.

(d)

Item 2(d). TITLE OF CLASS OF SECURITIES: Ordinary Shares, par value NIS 0.01 per share (the " Shares "). CUSIP No. M96088105 13G/A Page 5 of 7 Pages

(e)

Item 2(e). CUSIP NUMBER: M96088105 Item 3. IF THIS STATEMENT IS FILED PURSUANT TO §§ 240.13d-1(b) OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: (a) ¨ Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o); (b) ¨ Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); (c) ¨ Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); (d) ¨ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); (e) x Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) ¨ Employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) x Parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) ¨ Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) ¨ Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3); (j) ¨ Non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J); (k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ___________________________________________ CUSIP No. M96088105 13G/A Page 6 of 7 Pages Item 4. OWNERSHIP: The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for each of the Reporting Persons and is incorporated herein by reference. The percentages set forth herein are calculated based upon 42,114,070 Shares outstanding as reported in the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024, filed with the Securities and Exchange Commission on August 13, 2024, and assumes the exercise of the warrants (the " Reported Warrants ") held by the RTW Funds, subje

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct. DATED: November 14, 2024 RTW INVESTMENTS, LP By: /s/ Roderick Wong, M.D. Name: Roderick Wong, M.D. Title: Managing Partner /s/ Roderick Wong, M.D. RODERICK WONG, M.D.