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Urigen Pharmaceuticals Announces Results of Shareholder Meeting Vote on Proposed Restructuring

WILMINGTON, DE -- (Marketwired) -- 05/29/14 -- Urigen Pharmaceuticals, Inc., ("Urigen"), a specialty pharmaceutical company focused on the development of treatments for urological disorders and pain, announced the results of the matters submitted to its stockholders for approval at the 2014 Annual Meeting of Stockholders held on May 27, 2014, including a proposed restructuring of its outstanding debt and capital structure.

All of the proposals submitted for approval at the meeting were passed. A total of 66,435,523 shares were represented at the meeting in person or by proxy, representing approximately 70% of the issued and outstanding shares eligible to vote. The approval of all of the proposals at the meeting was a condition precedent to the closing of the proposed restructuring.

Urigen will now proceed to the fulfillment of the other conditions to the closing of the restructuring transaction and the closing. As a part of the restructuring, among other things, Urigen will issue to Platinum-Montaur Life Sciences, LLC ("Platinum") a secured convertible promissory note in the aggregate principal amount of $3,000,000 (Three Million Dollars), and Platinum and certain other existing lenders to the company, including its directors and executive officers, will receive additional equity securities of the company as consideration for waivers of existing defaults under instruments that were previously issued to them.

Dr. Dan Vickery, Chairman of Urigen, stated, "This is a great day for Urigen and its shareholders. The restructuring of our existing indebtedness and capital structure, combined with a significant new 3 million dollar investment by Platinum, along with our existing revenues, will complete our short term plan to be in a position to bring the company back to a fully operating status, and to focus on activities that will increase the value of the company going forward. After the closing of the restructuring, we will have the resources to put our lead product -- URG101 -- into the development program we have discussed with the FDA, and to focus on our opportunities for URG101 in the UK, Europe, and around the world. Furthermore, we believe that our new platform will better position us to raise significant additional capital over the next 12 months."

The complete proxy materials for the annual meeting are available on the Company's website under the heading "Company Events". Complete voting results from the annual meeting are listed below:

  • Dan Vickery, MBA, PhD was elected to the board with 65,028,484 votes (68% of the issued and outstanding shares, 98% of the votes cast).
  • Lowell Parsons MD was elected to the board with 64,690,169 votes (68% of the issued and outstanding shares, 97% of the votes cast).
  • The financing and restructuring with Platinum and other existing lenders to the company was approved with 65,371,033 votes (69% of the issued and outstanding shares, 99% of the votes cast).
  • The increase in authorized shares was approved with 65,595,644 votes (69% of the issued and outstanding shares, 99% of the votes cast).
  • The 1-for-5,000 reverse split of the common stock of the Company was approved with 65,390,047 votes (69% of the issued and outstanding shares, 98% of the votes cast).
  • The 2014 Long-Term Incentive Plan was adopted with 65,010,372 votes (68% of the issued and outstanding shares, and 98% of the votes cast).

In connection with the closing of the restructuring, we plan to file Certificate of Amendment to our Amended and Restated Certificate of Incorporation that was approved at the meeting in order to effect the reverse stock split and the increase in our authorized shares of common stock. At that time we will provide additional information to our shareholders regarding the mechanics of the reverse split and the effect on their shares.

Urigen intends to continue to report on all material events by posting such information on its website at www.urigen.com.

The company's Stock previously traded under the designation (URGP.PK) on the OTC Markets (OTC Pink). The Company's registration was revoked by the SEC in October, 2012, and there is no longer a public market for its securities, stockholders will be prohibited from transferring or selling their shares except in exempt transactions that are in compliance with the United States and applicable state securities laws. Shareholders who wish to effect any transfers or sales should consult with their own legal counsel to ensure compliance with all applicable law. Further, the Company is only able to raise additional capital through the issuance of stock or debt in private offerings that are exempt from the registration requirements of the Securities Act of 1933.

About Urigen Pharmaceuticals, Inc.

Urigen Pharmaceuticals, Inc. is a specialty pharmaceutical company dedicated to the development and commercialization of therapeutic products for urological disorders. Urigen's lead program targets significant unmet medical need and major market opportunities in urology. Urigen's URG101, a proprietary combination of approved drugs that is instilled into the bladder, targets interstitial cystitis / bladder pain syndrome, which affects approximately 10.5 million men and women in North America. For further information, please visit Urigen's website at http://www.urigen.com.

Forward-Looking Statements

This update may contain forward-looking statements. These statements may be identified by the use of forward-looking terminology such as "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "potential," "predict," "should," or "will," or the negative thereof or other variations thereon or comparable terminology. Urigen has based these forward-looking statements on current expectations, assumptions, estimates and projections. While Urigen believes that these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond its control. Given these risks and uncertainties, investors and security holders are cautioned not to place undue reliance on such forward-looking statements. Urigen does not undertake any obligation to update any such statements or to publicly announce the results of any revisions to any such statements to reflect future events or developments.

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