SC 13G/A: UroGen Pharma Ltd.

AI Summary

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

Risk Assessment

Risk Level: low

Filing Documents

• tm2427451d29_sc13ga.htm (SC 13G/A) — 79KB
• tm2427451d29_ex1.htm (EX-99.1) — 9KB
• 0001104659-24-119305.txt ( ) — 90KB

(a)

Item 1(a). Name of Issuer: Urogen Pharma Ltd. (the “ Issuer ”)

(b). Address of Issuer’s Principal Executive

Item 1(b). Address of Issuer’s Principal Executive Offices : 400 Alexander Park Drive, 4 th Floor, Princeton, NJ 08540

(a). Names of Persons Filing

Item 2(a). Names of Persons Filing : The names of the persons filing this report (collectively, the “ Reporting Persons ”) are: RA Capital Management, L.P. (“ RA Capital ”) Peter Kolchinsky Rajeev Shah RA Capital Healthcare Fund, L.P. (the “ Fund ”)

(b). Address of Principal Business Office or, if

Item 2(b). Address of Principal Business Office or, if None, Residence : The address of the principal business office of each of the Reporting Persons is: c/o RA Capital Management, L.P., 200 Berkeley Street, 18 th Floor, Boston MA 02116

(c). Citizenship

Item 2(c). Citizenship : RA Capital and the Fund are Delaware limited partnerships. Dr. Kolchinsky and Mr. Shah are United States citizens.

(d). Title of Class of Securities

Item 2(d). Title of Class of Securities : Ordinary Shares, par value NIS 0.01 per share

(e). CUSIP Number

Item 2(e). CUSIP Number : M96088105

If this statement is filed pursuant to §§

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: Not applicable.

Ownership

Item 4. Ownership . The Fund directly holds 3,206,271 pre-funded warrants (“ Pre-Funded Warrants ”) through which it has the right to acquire 3,206,271 Ordinary Shares , subject to a Beneficial Ownership Blocker (as defined below). The shares reported herein for the Reporting Persons represent 3,206,271 Ordinary Shares that the Reporting Persons beneficially own based on the right to acquire, upon the exercise of the Pre-Funded Warrants. The Pre-Funded Warrants may be exercised for Ordinary Shares at the election of the holder, except that the agreement governing the terms of the exercise of the Pre-Funded Warrants contains a provision (the “ Beneficial Ownership Blocker ”) which precludes the exercise of the Pre-Funded Warrants to the extent that, following the exercise, the holder, together with its affiliates and any other person acting together with the holder as a “group” (as defined in the rules under the Securities Exchange Act of 1934 (the “ Act ”)), would beneficially own more than 9.99% of the Ordinary Shares outstanding. The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover pages to this Schedule 13G/A. The beneficial ownership percentages reported are based on the equivalent of 42,114,070 outstanding Ordinary Shares, as reported in the Issuer’s Form 10-Q filed on August 13, 2024, plus (ii) 3,206,271 Ordinary Shares of which the Reporting Persons may currently acquire beneficial ownership upon the exercise of the Pre-Funded Warrants, as limited by the Beneficial Ownership Blocker. RA Capital Healthcare Fund GP, LLC is the general partner of the Fund. The general partner of RA Capital is RA Capital Management GP, LLC, of which Dr. Kolchinsky and Mr. Shah are the controlling persons. RA Capital serves as investment adviser for the Fund and may be deemed a beneficial owner, for purposes of Section 13(d) of the Act, of any secu

Ownership

Item 5. Ownership of Five Percent or Less of a Class . If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following .

Ownership

Item 6. Ownership of More than Five Percent on Behalf of Another Person . Not applicable.

Identification and Classification of the Subsidiary

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person . Not applicable.

Identification

Item 8. Identification and Classification of Members of the Group . Not applicable.

Notice

Item 9. Notice of Dissolution of Group . Not applicable.

Certification

Item 10. Certification . By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. Exhibit List Exhibit 1: Joint Filing Agreement SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: November 14, 2024 RA CAPITAL MANAGEMENT, L.P. By: /s/ Peter Kolchinsky Name: Peter Kolchinsky Title: Authorized Signatory PETER KOLCHINSKY /s/ Peter Kolchinsky RAJEEV SHAH /s/ Rajeev Shah RA CAPITAL HEALTHCARE FUND, L.P. By: RA Capital Healthcare Fund GP, LLC Its: General Partner By: /s/ Peter Kolchinsky Name: Peter Kolchinsky Title: Manager