UROGEN PHARMA LTD. : Creation of a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant (Form 8-K)

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Item 2.03 Creation of a Direct Financial Obligation or an Obligation under a

Off-balance sheet arrangement of a registrant.

As indicated previously, the March 7, 2022, UroGen Pharma Ltd. (the company”),
UroGen Pharma, Inc.as borrower (the “Borrower”), and certain direct and indirect subsidiaries of the Company which are parties thereto from time to time, as guarantors (the “Guarantors” and, collectively with the Company and the Borrower , the “Credit Parties”) have entered into a loan agreement (the “Loan Agreement”) with
BPCR Limited Partnership (as “Lender”), BioPharma Credit Investments V (Master) LP (as the “Lender”), and BioPharma Credit PLC, as collateral agent for the Lenders (in such capacity, the “Collateral Agent), under which the Lenders have agreed to make loans term to the Borrower for a total principal amount of up to $100,000,000, to be advanced in two installments. The first tranche (the “Tranche A Loan”) of an amount of $75,000,000 was advanced to March 16, 2022 (the “Tranche A Closing Date”).

On October 21, 2022the Borrower has sent a Loan Advance Request to the Lenders to request the advance of the second tranche (the “Tranche B Loan”) in the amount of $25,000,000. The financing of the Tranche B loan is expected to take place on
December 16, 2022, subject to customary conditions and deliverables (the “Tranche B Closing Date”). Proceeds from the Tranche B loan will be used to fund the general working and business capital requirements of the creditor parties.

The Tranche B Loan will mature on the 5th anniversary of the Tranche A Closing Date (“Maturity Date”). The Tranche B loan bears interest at 8.25% plus three-month LIBOR per annum with a LIBOR floor of 1.25%. In the event of the termination of LIBOR, the benchmark governing the interest rate will be replaced by a rate based on the guaranteed overnight funding rate published by the
Federal Reserve Bank of New York as described in the loan agreement. Interest is payable quarterly in arrears. Repayment of the outstanding principal of the Tranche B loan will be made in four equal quarterly installments of principal commencing after the 17th quarter anniversary of the Tranche A closing date.

The Borrower may elect to prepay the entire Tranche B Loan prior to the Maturity Date, such prepayments being subject to a prepayment premium equal to the amount of principal so prepaid multiplied by 3% if they are made before the 3rd anniversary of the closing date of Tranche A. 2% if made on or after the 3rd anniversary of the Closing Date of Tranche A but before the 4th anniversary of the Closing Date of Tranche A, and 1% if effected on or after the 4th anniversary of the Tranche A Closing Date but before the maturity date. In addition to the prepayment premium, prepayments of the Tranche B loan prior to the 2nd anniversary of the Tranche B closing date are subject to an offset amount equal to the sum of all interest that would have accrued up to on this 2nd anniversary. If the Tranche B Loan is accelerated following the occurrence of an Event of Default, the Borrower shall immediately pay to the Lenders the sum of all obligations for principal, interest and the applicable make-up and prepayment premium. The borrower is also required to prepay the tranche B loan in the event of a change of control and before certain prepayments or redemptions of permitted convertible debt, subject to exceptions for refinancings and conversions or exchanges for shares.

The Borrower’s obligations under the Loan Agreement are guaranteed on a full and unconditional basis by the Company and the other Guarantor and are secured by substantially all of the tangible and intangible assets and property of the respective Crediting Parties, including intellectual property, subject to certain exceptions.

The foregoing description of the terms of the Loan Agreement does not purport to be complete and is subject to, and qualified in its entirety by, a reference to the Loan Agreement, which is filed as Schedule 10.1 to the Report. company quarterly on Form 10-Q for the three months ended March 31, 2022filed with the Security and Exchange Commission on May 10, 2022and is incorporated herein by reference.

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