UroGen Pharma Announces Pricing of Public Offering of Ordinary Shares and Pre-Funded Warrants
UroGen Pharma (Nasdaq: URGN) announced the pricing of an underwritten public offering of 5,000,000 ordinary shares at $17.50 per share, alongside pre-funded warrants for 1,142,857 shares at $17.499 per warrant. The gross proceeds are expected to be around $107.5 million before deductions. Underwriters have a 30-day option to buy an additional 921,428 shares. The offering is set to close on June 20, 2024, pending customary conditions. TD Cowen and Guggenheim Securities are joint book-running managers, with Oppenheimer & Co., Ladenburg Thalmann, and H.C. Wainwright & Co. also involved. The offering is based on a shelf registration statement filed with the SEC, effective since November 29, 2022.
- Gross proceeds from the offering expected to be approximately $107.5 million.
- Underwriters have a 30-day option to purchase up to an additional 921,428 ordinary shares.
- High demand indicated by issuance of pre-funded warrants alongside ordinary shares.
- Participation of well-known financial institutions like TD Cowen, Guggenheim Securities, Oppenheimer & Co., and Ladenburg Thalmann as managers.
- Potential dilution for existing shareholders due to the issuance of additional shares.
- Expenses related to underwriting discounts, commissions, and offering costs will reduce the net proceeds.
- The offering price of $17.50 per share might signal market perception of fair value, potentially impacting stock price.
Insights
The recent public offering announced by UroGen Pharma is quite significant. By pricing 5,000,000 ordinary shares at
Why does this matter? Well, biotech companies like UroGen often require significant funding due to the high costs associated with research and development, regulatory approvals and commercialization efforts. This public offering not only provides the necessary funds but also signals the company's strategy to bolster its financial position.
However, the offering also dilutes existing shareholders' equity. Dilution occurs when new shares are issued, which can reduce the ownership percentage of existing shareholders. Despite the potential for short-term share price volatility due to dilution, the long-term benefits could outweigh this downside if the capital is effectively utilized for growth initiatives.
From an industry perspective, using pre-funded warrants is a strategic move to attract investors who might be hesitant due to the high share price. Pre-funded warrants are basically a way to buy stock without the immediate need to outlay the full amount, making it more attractive for certain investors.
From a market analysis standpoint, UroGen's decision to raise capital via a public offering can be seen as a vote of confidence in their future growth prospects. The involvement of leading financial institutions like TD Cowen, Guggenheim Securities, Oppenheimer & Co. and Ladenburg Thalmann as managers further validates this confidence.
The biotech sector is known for its high-risk, high-reward nature. Companies frequently need to raise capital to sustain their operations before achieving profitability. The additional funds could potentially expedite UroGen's ongoing clinical trials or aid in the commercialization of their treatments, making the company more competitive in the oncology market.
For retail investors, it's important to monitor how UroGen plans to allocate this new capital. Will it be directed towards accelerating pipeline developments or used to enhance their existing market presence? Effective capital utilization could result in substantial long-term growth, but inefficiencies could lead to squandered opportunities.
Examining the legal framework of this offering, it's noteworthy that UroGen's public offering is being made under a shelf registration statement on Form S-3, which became effective on November 29, 2022. This legal structure allows companies to register new securities without the need to sell them immediately, providing flexibility to the company in timing the market.
Shelf registration is advantageous because it permits the company to tap into the capital markets quickly when conditions are favorable. In UroGen’s case, offering both ordinary shares and pre-funded warrants broadens their appeal to different types of investors, which can be important in a volatile market.
Investors should be aware of the customary closing conditions mentioned. These conditions are standard but must be satisfied for the offering to close successfully on June 20, 2024. Any delays or legal hurdles could impact the timing and realization of the anticipated funds.
TD Cowen and Guggenheim Securities are acting as joint book-running managers for the offering. Oppenheimer & Co. is acting as lead manager for the offering. Ladenburg Thalmann is acting as co-manager for the offering. H.C. Wainwright & Co. is acting as financial advisor to the Company for the offering.
The offering is being made pursuant to a shelf registration statement on Form S-3, including a base prospectus, filed with the Securities and Exchange Commission (the “SEC”) and declared effective on November 29, 2022. A preliminary prospectus supplement and accompanying prospectus relating to the offering were filed with the SEC and are available on the SEC’s website at www.sec.gov. A final prospectus supplement and accompanying prospectuses relating to the offering will be filed with the SEC and will be available on the SEC’s website at www.sec.gov. Copies of the final prospectus supplement (when available) and accompanying prospectus may be obtained by contacting TD Securities (
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
About UroGen Pharma Ltd.
UroGen is a biotech company dedicated to developing and commercializing innovative solutions that treat urothelial and specialty cancers because patients deserve better options. UroGen has developed RTGel® reverse-thermal hydrogel, a proprietary sustained-release, hydrogel-based platform technology that has the potential to improve the therapeutic profiles of existing drugs. UroGen’s sustained release technology is designed to enable longer exposure of the urinary tract tissue to medications, making local therapy a potentially more effective treatment option. Our first product to treat low-grade upper tract urothelial cancer and investigational treatment UGN-102 (mitomycin) for intravesical solution for patients with low-grade non-muscle invasive bladder cancer are designed to ablate tumors by non-surgical means. UroGen is headquartered in
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995, including without limitation statements regarding, among other things, UroGen’s expectations about the timing and completion of the offering; expected gross proceeds from the offering; the potential for RTGel® to improve the therapeutic profiles of existing drugs; and the potential of UroGen’s sustained release technology to make local delivery more effective as compared to other treatment options. The words “expects,” “potential,” “may,” “will,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Actual results or events could differ materially from the plans, intentions and expectations disclosed in these forward-looking statements as a result of various important factors, including risks relating to UroGen’s inability, or the inability of underwriters, to satisfy the conditions to closing for the offering; uncertainties associated with UroGen’s ongoing and planned clinical trials; UroGen’s RTGel® technology may not perform as expected; UroGen may not successfully develop and receive regulatory approval of any other product that incorporates RTGel® technology; the impacts of general macroeconomic and geopolitical conditions, high inflation, and uncertain credit and financial markets on UroGen’s business, clinical trials, and financial position; and other risks and uncertainties that are described in the Risk Factors section of UroGen’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, filed with the SEC on May 13, 2024, and other filings UroGen makes with the SEC from time to time. The events and circumstances discussed in such forward-looking statements may not occur, and UroGen’s actual results could differ materially and adversely from those anticipated or implied thereby. Any forward-looking statements contained in this press release speak only as of the date hereof, and UroGen expressly disclaims any obligation to update any forward-looking statements, whether because of new information, future events or otherwise.
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INVESTOR CONTACT:
Vincent Perrone
Senior Director, Investor Relations
vincent.perrone@urogen.com
609-460-3588 ext. 1093
MEDIA CONTACT:
Cindy Romano
Director, Corporate Communications
cindy.romano@urogen.com
609-460-3583 ext. 1083
Source: UroGen Pharma Ltd.
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