UroGen Pharma Ltd

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

On January 24, 2025, we issued 3,206,271 ordinary shares upon exercise of 3,206,271 pre-funded warrants for the purchase of ordinary shares of the Company at an exercise price of $0.001 per share. The pre-funded warrants were originally issued in a private placement and pursuant to a Securities Purchase Agreement in July 2023. The offer and sale of the ordinary shares issued upon exercise of the pre-funded warrants was made in reliance on the exemption afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The holders of the pre-funded warrants represented that they are accredited investors, as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended, and that they were acquiring the securities for investment purposes only and not with a view to any resale, distribution or other disposition of the securities in violation of U.S. federal securities laws.