Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
As previously reported, on March 13, 2024, UroGen Pharma Ltd. (the “Company”), UroGen Pharma, Inc., as the borrower (the “Borrower”), and certain direct and indirect subsidiaries of the Company party thereto from time to time, as guarantors (the “Guarantors” and, collectively with the Company and Borrower, the “Credit Parties”) entered into an amended and restated loan agreement (the “Loan Agreement”) with BPCR Limited Partnership (as a “Lender”), BioPharma Credit Investments V (Master) LP (as a “Lender”), and BioPharma Credit PLC, as collateral agent for the Lenders (in such capacity, the “Collateral Agent), pursuant to which the Lenders agreed to make available third and fourth tranches of a senior secured loan. The third tranche (the “Tranche C Loan”) in the amount of $25,000,000 was advanced on September 23, 2024 (the “Tranche C Closing Date”). The proceeds of the Tranche C Loan will be used to fund the Credit Parties’ general corporate and working capital requirements.
The Tranche C Loan will mature on March 16, 2027, unless the Company receives U.S. Food and Drug Administration (“FDA”) approval of a new drug application for UGN-102 (mitomycin) in the United States on or before June 30, 2025 (the “Tranche D Approval Condition”), in which case the Tranche C Loan will instead mature on March 16, 2028 (as applicable, the “Maturity Date”). The Tranche C Loan bears interest using a benchmark rate of three month Secured Overnight Financing Rate (“SOFR”) plus 7.25% plus an additional adjustment of 0.26161% per annum with a floor of 2.50%. Interest is payable quarterly in arrears. Repayment of outstanding principal of the Tranche C Loan will be made in four equal quarterly payments of principal commencing on June 30, 2026 (unless the Tranche D Approval Condition occurs, in which case such outstanding principal will be repaid in four equal quarterly payments commencing on June 30, 2027).
All outstanding loans under the Loan Agreement can be prepaid in whole at the Company’s discretion, at any time, subject to prepayment premiums, make-whole amounts and fees. If the Tranche C Loan is accelerated following the occurrence of an event of default, the Borrower shall immediately pay to Lenders the sum of all obligations for principal, interest, and the applicable makewhole and prepayment premium. The Borrower is also required to prepay the Tranche C Loan upon a change of control and prior to certain prepayments or redemptions of permitted convertible debt, subject to exceptions for refinancings and conversions or exchanges for equity.
The obligations of the Borrower 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 respective Credit Parties’ tangible and intangible assets and property, 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 is qualified in its entirety by, reference to the Loan Agreement, which is filed as Exhibit 10.35 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission on March 14, 2024, and is incorporated by reference herein.