URGN Form S-8 registers shares for 2017 Equity Incentive Plan

Rhea-AI Filing Summary

UroGen Pharma Ltd. filed a Form S-8 to register additional ordinary shares for issuance under its 2017 Equity Incentive Plan. The filing uses General Instruction E to incorporate by reference prior effective S-8 registrations for the same plan. Exhibits include the Israeli legal opinion on share validity, auditor consent, plan documents, and the filing fee table.

As filed with the Securities and Exchange Commission on November 6, 2025

Registration No. 333-   

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

UroGen Pharma Ltd.

(Exact name of registrant as specified in its charter)

State of Israel		98-1460746
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
400 Alexander Park Drive, 4th Floor Princeton, New Jersey		08540
(Address of Principal Executive Offices)		(Zip Code)

2017 Equity Incentive Plan

(Full titles of the plans)

UroGen Pharma Ltd.

Jason Smith

General Counsel

400 Alexander Park Drive, 4^th Floor

Princeton, New Jersey 08540

Telephone: +1 (646) 768-9780

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

Copies to:

Charles J. Bair

Asa M. Henin

Cooley LLP

10265 Science Center Drive

San Diego, California 92121

+1 (858) 550-6000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated filer		☐		Accelerated filer		☐
Non-accelerated filer		☒		Smaller reporting company		☒
				Emerging growth company		☐

If an emerging growth company, 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. ☐

INCORPORATION BY REFERENCE

This Registration Statement is being filed for the purpose of increasing the number of securities of the same class as other securities for which Registration Statements of the Registrant on Form S-8 relating to the same employee benefit plan are effective. The Registrant previously registered its Ordinary Shares for issuance under the Registrant’s 2017 Equity Incentive Plan under Registration Statements on Form S-8 filed with the Securities and Exchange Commission on June 27, 2017 (File No. 333-218992), February 9, 2018 (File No. 333-222955), October 12, 2018 (File No. 333-227812),  August 10, 2020 (File No. 333-243750),  August 5, 2021 (File No. 333-258496),  August 11, 2022 (File No. 333-266761), November  14, 2023 (File No. 333-275547) and August 13, 2024 (File No. 333-281520). Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of the Registration Statements referenced above.

ITEM 8. EXHIBITS.

Exhibit Number		Description
4.1		Articles of Association of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Report on Form 6-K, furnished to the Securities and Exchange Commission on May 18, 2017).
5.1		Opinion of Gornitzky & Co., Advocates, Israeli counsel to the Registrant, as to the validity of the Registrant’s Ordinary Shares.
23.1		Consent of Independent Registered Public Accounting Firm.
23.2		Consent of Gornitzky & Co., Advocates Reference is made to Exhibit 5.1.
24.1		Powers of Attorney. Reference is made to the signature page hereto.
99.1		UroGen Pharma Ltd. 2017 Equity Incentive Plan, as amended (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed with the Commission on August 27, 2025).
107		Filing Fee Table

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on November 6, 2025.

UROGEN PHARMA LTD.
By:		/s/ Elizabeth Barrett
		Elizabeth Barrett
		President and Chief Executive Officer

POWERS OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Elizabeth Barrett and Chris Degnan, and each of them, as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments), and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title		Date
/s/ Elizabeth Barrett		President, Chief Executive Officer and Director		November 6, 2025
Elizabeth Barrett		(Principal Executive Officer)
/s/ Chris Degnan		Chief Financial Officer		November 6, 2025
Chris Degnan		(Principal Financial and Accounting Officer)
/s/ Arie Belldegrun		Chair		November 6, 2025
Arie Belldegrun, M.D.
/s/ Cynthia Butitta		Director		November 6, 2025
Cynthia Butitta
/s/ Leana S. Wen		Director		November 6, 2025
Leana S. Wen, M.D., M.Sc.
/s/ Stuart Holden		Director		November 6, 2025
Stuart Holden, M.D.
/s/ James Robinson Jr.		Director		November 6, 2025
James Robinson Jr.
/s/ Daniel Wildman		Director		November 6, 2025
Daniel Wildman

FAQ

What did UroGen Pharma (URGN) file?

The company filed a Form S-8 to register additional ordinary shares for issuance under its 2017 Equity Incentive Plan.

Which plan is covered in this S-8 for URGN?

The 2017 Equity Incentive Plan, as amended, is the plan covered.

Does the S-8 incorporate prior registrations?

Yes. It incorporates by reference prior S-8s filed on June 27, 2017; Feb 9, 2018; Oct 12, 2018; Aug 10, 2020; Aug 5, 2021; Aug 11, 2022; Nov 14, 2023; and Aug 13, 2024.

Who provided the legal opinion for the shares?

Gornitzky & Co., Advocates, provided the Israeli law opinion regarding the validity of the ordinary shares.

What key exhibits are included in URGN’s S-8?

Exhibits include the Articles of Association, legal opinion (5.1), auditor consent (23.1), legal counsel consent (23.2), powers of attorney (24.1), the plan (99.1), and the filing fee table (107).

Who signed the S-8 for UroGen Pharma and when?

President and CEO Elizabeth Barrett signed on November 6, 2025; directors and the CFO also signed on that date.