Welcome!

News Feed Item

Urigen Pharmaceuticals Announces Closing of Restructuring, and Post-Close Addition of New Board Member, and Restructuring of Bridge Note

WILMINGTON, DE -- (Marketwired) -- 07/03/14 -- Urigen Pharmaceuticals, Inc., ("Urigen"), a specialty pharmaceutical company focused on the development of treatments for urological disorders and pain, announced the successful completion on June 23, 2014 of the restructuring proposed to and approved by its stockholders at the 2014 Annual Meeting of Stockholders held on May 27, 2014, and post-close transactions.

As part of the restructuring, Urigen filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation on June 23, 2014, effecting a reverse split of its common stock and increasing the number of authorized shares to 20,000,000 shares of common stock and 10,000,000 shares of preferred stock. Pursuant to this reverse stock split, each five thousand (5,000) shares of common stock of Urigen issued and outstanding at the time of the filing of the Certificate of Amendment was converted into one (1) share of Urigen common stock. Fractional shares of post-reverse split common stock will not be issued as a result of the reverse stock split. Instead, Urigen will make cash payments equal to $265.50 per post-reverse split share of common stock.

Also, as part of the restructuring, Urigen completed the transactions contemplated by the Exchange and Waiver Agreement that was entered into on April 25, 2014 and was approved at the Stockholders' meeting. Under the Exchange and Waiver Agreement, Platinum-Montaur Life Sciences, LLC ("Platinum") was issued 95.469 shares of newly authorized Series D Preferred Stock (Series D Shares) which are convertible into 95,469 shares of common stock (on a post-reverse split basis) and other lenders to the Company, including its directors and executive officers, were issued an aggregate of 11,455 shares of common stock (on a post-reverse split basis), in each case, as consideration for waivers of existing defaults under notes, preferred stock and other instruments that were previously issued to them. In sum, after the restructuring, Urigen has approximately 30,000 shares of post-reverse split common stock issued and outstanding.

As part of the restructuring Platinum provided Urigen with $3,000,000 (Three Million Dollars) of new financing in the form of a loan evidenced by a secured promissory bridge note (Bridge Note).

Stockholders should be receiving communications from their brokers or Computershare, the Company's transfer agent, with respect to the process and requirements for exchanging their shares of common stock for post-reverse split shares. In general, Stockholders of record with Computershare accounts will need to send in old certificates and be issued new certificates or cash in lieu of fractional shares, and brokerage account holdings should exchange automatically where the brokerage holds the certificates. Payments for fractional shares shall be paid either by check or by deposit into stockholders' brokerage accounts.

Urigen also undertook two post-close changes to its board and to the Bridge Note. As of June 25, 2014 Dr. Michael Goldberg re-joined Urigen's Board of Directors. As of July 1, 2014 Urigen agreed to exchange the Bridge Note into an Amended and Restated Promissory Note (New Note), with an initial advance of $1,000,000 (One Million Dollars), with an additional $2,000,000 (Two Million Dollars) available through additional advances of not less than $500,000 (Five Hundred Thousand Dollars). Failure to make advances yields penalties in the form of cancellation of 35.469 of the Series D Shares held by Platinum. In addition the interest rate on the New Note was reduced from 16% to 12%.

Dr. Dan Vickery, Chairman of Urigen, stated, "We are pleased to have completed all of the transactions contemplated by our proposed restructuring and we look forward to working closely with Platinum, and welcome Dr. Goldberg back to our board. Restructuring the Bridge Note into the New Note essentially turns the Bridge Note into a credit facility, and allows the Company to save significant interest payments. Furthermore, in the case in which we do not draw the entire facility before we raise additional funds, it is less dilutive to our shareholders. Now we can immediately focus on enhancements to our corporate and product development activities, and believe our new structure will enable us to more readily attract the financing needed to build real shareholder value."

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.

More Stories By Marketwired .

Copyright © 2009 Marketwired. All rights reserved. All the news releases provided by Marketwired are copyrighted. Any forms of copying other than an individual user's personal reference without express written permission is prohibited. Further distribution of these materials is strictly forbidden, including but not limited to, posting, emailing, faxing, archiving in a public database, redistributing via a computer network or in a printed form.

Latest Stories
20th Cloud Expo, taking place June 6-8, 2017, at the Javits Center in New York City, NY, will feature technical sessions from a rock star conference faculty and the leading industry players in the world. Cloud computing is now being embraced by a majority of enterprises of all sizes. Yesterday's debate about public vs. private has transformed into the reality of hybrid cloud: a recent survey shows that 74% of enterprises have a hybrid cloud strategy.
"Once customers get a year into their IoT deployments, they start to realize that they may have been shortsighted in the ways they built out their deployment and the key thing I see a lot of people looking at is - how can I take equipment data, pull it back in an IoT solution and show it in a dashboard," stated Dave McCarthy, Director of Products at Bsquare Corporation, in this SYS-CON.tv interview at @ThingsExpo, held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA.
@DevOpsSummit taking place June 6-8, 2017 at Javits Center, New York City, is co-located with the 20th International Cloud Expo and will feature technical sessions from a rock star conference faculty and the leading industry players in the world. @DevOpsSummit at Cloud Expo New York Call for Papers is now open.
IoT is rapidly changing the way enterprises are using data to improve business decision-making. In order to derive business value, organizations must unlock insights from the data gathered and then act on these. In their session at @ThingsExpo, Eric Hoffman, Vice President at EastBanc Technologies, and Peter Shashkin, Head of Development Department at EastBanc Technologies, discussed how one organization leveraged IoT, cloud technology and data analysis to improve customer experiences and effici...
"We are an all-flash array storage provider but our focus has been on VM-aware storage specifically for virtualized applications," stated Dhiraj Sehgal of Tintri in this SYS-CON.tv interview at 19th Cloud Expo, held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA.
Fact is, enterprises have significant legacy voice infrastructure that’s costly to replace with pure IP solutions. How can we bring this analog infrastructure into our shiny new cloud applications? There are proven methods to bind both legacy voice applications and traditional PSTN audio into cloud-based applications and services at a carrier scale. Some of the most successful implementations leverage WebRTC, WebSockets, SIP and other open source technologies. In his session at @ThingsExpo, Da...
The cloud competition for database hosts is fierce. How do you evaluate a cloud provider for your database platform? In his session at 18th Cloud Expo, Chris Presley, a Solutions Architect at Pythian, gave users a checklist of considerations when choosing a provider. Chris Presley is a Solutions Architect at Pythian. He loves order – making him a premier Microsoft SQL Server expert. Not only has he programmed and administered SQL Server, but he has also shared his expertise and passion with b...
"IoT is going to be a huge industry with a lot of value for end users, for industries, for consumers, for manufacturers. How can we use cloud to effectively manage IoT applications," stated Ian Khan, Innovation & Marketing Manager at Solgeniakhela, in this SYS-CON.tv interview at @ThingsExpo, held November 3-5, 2015, at the Santa Clara Convention Center in Santa Clara, CA.
As data explodes in quantity, importance and from new sources, the need for managing and protecting data residing across physical, virtual, and cloud environments grow with it. Managing data includes protecting it, indexing and classifying it for true, long-term management, compliance and E-Discovery. Commvault can ensure this with a single pane of glass solution – whether in a private cloud, a Service Provider delivered public cloud or a hybrid cloud environment – across the heterogeneous enter...
Without a clear strategy for cost control and an architecture designed with cloud services in mind, costs and operational performance can quickly get out of control. To avoid multiple architectural redesigns requires extensive thought and planning. Boundary (now part of BMC) launched a new public-facing multi-tenant high resolution monitoring service on Amazon AWS two years ago, facing challenges and learning best practices in the early days of the new service. In his session at 19th Cloud Exp...
The cloud promises new levels of agility and cost-savings for Big Data, data warehousing and analytics. But it’s challenging to understand all the options – from IaaS and PaaS to newer services like HaaS (Hadoop as a Service) and BDaaS (Big Data as a Service). In her session at @BigDataExpo at @ThingsExpo, Hannah Smalltree, a director at Cazena, provided an educational overview of emerging “as-a-service” options for Big Data in the cloud. This is critical background for IT and data professionals...
Today we can collect lots and lots of performance data. We build beautiful dashboards and even have fancy query languages to access and transform the data. Still performance data is a secret language only a couple of people understand. The more business becomes digital the more stakeholders are interested in this data including how it relates to business. Some of these people have never used a monitoring tool before. They have a question on their mind like “How is my application doing” but no id...
@GonzalezCarmen has been ranked the Number One Influencer and @ThingsExpo has been named the Number One Brand in the “M2M 2016: Top 100 Influencers and Brands” by Onalytica. Onalytica analyzed tweets over the last 6 months mentioning the keywords M2M OR “Machine to Machine.” They then identified the top 100 most influential brands and individuals leading the discussion on Twitter.
What happens when the different parts of a vehicle become smarter than the vehicle itself? As we move toward the era of smart everything, hundreds of entities in a vehicle that communicate with each other, the vehicle and external systems create a need for identity orchestration so that all entities work as a conglomerate. Much like an orchestra without a conductor, without the ability to secure, control, and connect the link between a vehicle’s head unit, devices, and systems and to manage the ...
More and more brands have jumped on the IoT bandwagon. We have an excess of wearables – activity trackers, smartwatches, smart glasses and sneakers, and more that track seemingly endless datapoints. However, most consumers have no idea what “IoT” means. Creating more wearables that track data shouldn't be the aim of brands; delivering meaningful, tangible relevance to their users should be. We're in a period in which the IoT pendulum is still swinging. Initially, it swung toward "smart for smar...