As filed with the Securities and Exchange Commission on May 3, 2017.

Registration No. 333-            

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM F-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

UroGen Pharma Ltd.

(Exact name of Registrant as specified in its charter)

 

 

Not Applicable

(Translation of Registrant’s name into English)

 

 

 

State of Israel		2834		Not Applicable
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

9 Ha’Ta’asiya Street

Ra’anana 4365007, Israel

Tel: +972 (9) 770-7601

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

 

 

Urogen Pharma, Inc.

689 Fifth Avenue, 14th Floor

New York, New York 10022

Telephone: +1 (646) 768-9780

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

 

Divakar Gupta Daniel I. Goldberg Joshua A. Kaufman Cooley LLP The Grace Building 1114 Avenue of the Americas New York, NY 10036 Telephone: (212) 479-6000 Facsimile: (212) 479-6275		Yaron Sobol Steven Berelowitz Hamburger Evron & Co. The Museum Tower 4 Berkowitz Street Tel-Aviv 6423806, Israel Telephone: +972 (3) 607-4040 Facsimile: +972 (3) 607-4004		Eric W. Blanchard Brian K. Rosenzweig Covington & Burling LLP The New York Times Building 620 Eighth Avenue New York, NY 10018-1405 Telephone: (212) 841-1111 Facsimile: (646) 441-9111		Chaim Friedland Ari Fried Gornitzky & Co. Zion House 45 Rothschild Blvd. Tel Aviv 6578403, Israel Telephone: +972 (3) 710-9191 Facsimile: +972 (3) 560-6555

 

 

Approximate date of commencement of proposed sale to the public:

As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☒ (333-217201)

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933. Emerging growth company  ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 7(a)(2)(B) of the Securities Act.  ☒

 

 

CALCULATION OF REGISTRATION FEE

 

Title of Each Class of Securities to be Registered		Proposed Maximum Aggregate Offering Price		Amount of Registration Fee
Ordinary Shares, par value NIS 0.01 per share		$11,146,153(1)		$1,293(2)

(1)

Based on the public offering price. The registrant previously registered securities at an aggregate offering price not to exceed $55,730,766 on a Registration Statement on Form F-1 (File No. 333-217201), which was declared effective on May 3, 2017.    In accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended, an additional amount of securities having a proposed maximum aggregate offering price of $11,146,153 is hereby registered, which includes shares issuable upon exercise of the underwriters’ option to purchase additional shares and does not include the securities that the Registrant previously registered on the Registration Statement on Form F-1 (File No. 333-217201).

(2)	Pursuant to Rule 457(o) of the rules and regulations under the Securities Act of 1933, as amended, the registration fee has been calculated on the basis of the maximum aggregate offering price and the number of securities being registered has been omitted.

 

 

This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) promulgated under the Securities Act.

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

 

 

 

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EXPLANATORY NOTE AND INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

This Registration Statement (this “Registration Statement”) is being filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 462(b) under the Securities Act of 1933, as amended. This Registration Statement relates to the public offering of ordinary shares, par value NIS 0.01 per share, of the Registrant contemplated by the Registration Statement on Form F-1 (File No. 333-217201), initially filed with the Commission by the Registrant on April 7, 2017 (as amended, the “Prior Registration Statement”), and is being filed for the sole purpose of registering an increase in the maximum aggregate offering price of $11,146,153 of securities of the same class as were included in the Prior Registration Statement. The contents of the Prior Registration Statement, which was declared effective by the Commission on May 3, 2017, and all exhibits thereto are hereby incorporated by reference into this Registration Statement.

The required opinion and consents are listed on an Exhibit Index attached hereto and filed herewith.

CERTIFICATION

The Registrant hereby certifies to the Commission that (1) its agent has instructed its bank to pay the filing fee set forth on the cover page of this Registration Statement by a wire transfer of such amount to the Commission’s account at U.S. Bank as soon as practicable (but no later than the close of business as of May 4, 2017), (2) its agent will not revoke such instructions, (3) its agent has sufficient funds in the relevant account to cover the amount of such filing fee and (4) its agent will confirm receipt of such instructions during regular business hours no later than May 4, 2017.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, or the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing Form F-1 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Ra’anana Israel, on this 3rd day of May, 2017.

 

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/s/ Ron Bentsur Ron Bentsur		Chief Executive Officer (Principal Executive Officer)		May 3, 2017
/s/ Gary Titus Gary Titus		Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)		May 3, 2017
* Arie Belldegrun, M.D.		Chairman		May 3, 2017
* Kathryn E. Falberg		Director		May 3, 2017
* Stuart Holden, M.D.		Director		May 3, 2017
* Chaim Hurvitz		Director		May 3, 2017
* Ran Nussbaum		Director		May 3, 2017
* Pini Orbach, Ph.D.		Director		May 3, 2017

 

*	Pursuant to Power of Attorney

 

By:		/s/ Ron Bentsur
		Ron Bentsur
		Attorney-in-Fact

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Signature of authorized representative in the United States

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the Registrant’s duly authorized representative in the United States has signed this registration statement on Form F-1 in Ra’anana Israel on this 3rd day of May, 2017.

 

By:		/s/ Ron Bentsur
Name:		Ron Bentsur
Title:		President and CEO, Urogen Pharma, Inc.

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EXHIBIT INDEX

 

Exhibit Number		Description of Exhibit
5.1		Opinion of Hamburger Evron & Co.
23.1		Consent of Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited, an independent registered public accounting firm
23.2		Consent of Hamburger Evron & Co. (included in Exhibit 5.1)
24.1(1)		Power of Attorney
24.2(2)		Power of Attorney of Kathryn E. Falberg

 

(1)	Previously filed on the signature page to the Registrant’s Registration Statement on Form F-1, as amended (File No. 333-217201), filed with the Securities and Exchange Commission on April 7, 2017 and incorporated by reference herein.

(2)	Previously filed on the signature page to the Registrant’s Registration Statement on Form F-1, as amended (File No. 333-217201), filed with the Securities and Exchange Commission on April 24, 2017 and incorporated by reference herein.

EXHIBIT 5.1

 

 

Shai Pines		Ori Primo		Doron Dorfman		Tom Wolfstein		Founders
Haim Waintrob		Yael Urieli		Liat Elpaz		Yossi Hazan		Arie Hamburger		1900-1976
Gabriel Moyal-Maor		Yif’at Fux		Tal Dan-Gour		Rotem Paist		Amnon Evron		1931-2006
Amnon Sorek		Sonia Kashani		Sivan Rozen		Liat Narkis
Menachem Abramovich		Eleanor Stark		Karin Bresler		Ran Deviri
Dor Shacham		Ram Museri		Oshri Yamin		Adva Benor
Yaron Sobol		Sarit Rozenberger Zada		Keren Sapir		Shaked Nissan-Cohen
Ronen Yardeni		Itay Chelouche		Zohar Ilan		Zeev Milner, of counsel
Assaf Englard		Ori Sharon		Inbar Ben Shushan
Steven Berelowitz		Anat Libin		Nisim Menashe

 

 

May 3, 2017

To:

UroGen Pharma Ltd.

9 Ha’Ta’asiya Street

Ra’anana 4365007

Israel

Re: Registration Statement on Form F-1

Ladies and Gentlemen:

We have acted as Israeli counsel for UroGen Pharma Ltd., an Israeli company (the “Company”), in connection with the filing by the Company of a Registration Statement on Form F-1 (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) pursuant to Rule 462(b) of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), relating to an aggregate of ordinary shares, par value NIS 0.01 (“Ordinary Shares”) in the amount of $11,146,153 (the “Shares”), including Ordinary Shares that may be sold by the Company pursuant to the exercise of an option to purchase additional shares. The Registration Statement incorporates by reference the Registration Statement on Form S-1 (No. 333-217201), which was declared effective on May 3, 2017 (the “Prior Registration Statement”), including the prospectus which forms a part of the Prior Registration Statement (the “Prospectus”).

In connection herewith, we have examined the originals, or photocopies or copies, certified or otherwise identified to our satisfaction, of: (i) the Registration Statement, to which this opinion is attached as an exhibit; (ii) the Prior Registration Statement; (iii) the Prospectus; (iv) the amended articles of association of the Company, filed as Exhibit 3.2 to the Prior Registration Statement, which will be in effect upon the closing of the offering contemplated by the Prospectus (the “Amended Articles”); (v) resolutions of the Board of Directors of the Company and the shareholders of the Company which relate to the Registration Statement and the actions in connection with the offering of the Shares; and (vi) such other corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Company as we have deemed relevant and necessary as a basis for the opinion hereafter set forth. We have also made inquiries of such officers and representatives as we have deemed relevant and necessary as a basis for the opinions hereafter set forth.

 

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2

In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, confirmed as photostatic copies and the authenticity of the originals of such latter documents. As to all questions of fact material to these opinions that have not been independently established, we have relied upon certificates or comparable documents of officers and representatives of the Company.

Based upon and subject to the foregoing, we are of the opinion that, upon effectiveness of the Amended Articles and payment to the Company of the consideration per Share in such amount and form as shall be determined by the Board of Directors of the Company, the Shares, when issued and sold as described in the Registration Statement and the Prospectus, will be duly authorized, validly issued, fully paid and non-assessable.

Members of our firm are admitted to the Bar in the State of Israel, and we do not express any opinion as to the laws of any other jurisdiction. This opinion is limited to the matters stated herein and no opinion is implied or may be inferred beyond the matters expressly stated.

We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, the rules and regulations of the SEC promulgated thereunder or Item 509 of the SEC’s Regulation S-K under the Securities Act.

This opinion letter is rendered as of the date hereof and we disclaim any obligation to advise you of facts, circumstances, events or developments that may be brought to our attention after the effective date of the Registration Statement that may alter, affect or modify the opinions expressed herein.

 

Very truly yours,
Hamburger Evron & Co.
By:		/s/ Yaron Sobol
		Yaron Sobol, Adv.

 

EXHIBIT 23.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form F-1, filed pursuant to Rule 462(b) of the Securities Act of 1933, as amended, of our report dated March 8, 2017, except for the effects of the share split discussed in note 1d to the consolidated financial statements, as to which the date is April 24, 2017 relating to the financial statements of UroGen Pharma Ltd., which appears in Amendment No. 1 to the Registration Statement on Form F-1 (File No. 333-217201). We also consent to the reference to us under the heading “Experts” in Amendment No. 1 to the Registration Statement on Form F-1 (File No. 333-217201).

 

Tel-Aviv, Israel						/s/Kesselman & Kesselman
May 3, 2017						Certified Public Accountants (lsr.)
						A member firm of PricewaterhouseCoopers International Limited