Click here to close now.




















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
SYS-CON Events announced today that VividCortex, the monitoring solution for the modern data system, will exhibit at the 17th International Cloud Expo®, which will take place on November 3–5, 2015, at the Santa Clara Convention Center in Santa Clara, CA. The database is the heart of most applications, but it’s also the part that’s hardest to scale, monitor, and optimize even as it’s growing 50% year over year. VividCortex is the first unified suite of database monitoring tools specifically desi...
Graylog, Inc., has added the capability to collect, centralize and analyze application container logs from within Docker. The Graylog logging driver for Docker addresses the challenges of extracting intelligence from within Docker containers, where most workloads are dynamic and log data is not persisted or stored. Using Graylog, DevOps and IT Ops teams can pinpoint the root cause of problems to deliver new applications faster and minimize downtime.
As Marc Andreessen says software is eating the world. Everything is rapidly moving toward being software-defined – from our phones and cars through our washing machines to the datacenter. However, there are larger challenges when implementing software defined on a larger scale - when building software defined infrastructure. In his session at 16th Cloud Expo, Boyan Ivanov, CEO of StorPool, provided some practical insights on what, how and why when implementing "software-defined" in the datacent...
Between the compelling mockups and specs produced by your analysts and designers, and the resulting application built by your developers, there is a gulf where projects fail, costs spiral out of control, and applications fall short of requirements. In his session at @DevOpsSummit, Charles Kendrick, CTO and Chief Architect at Isomorphic Software, presented a new approach where business and development users collaborate – each using tools appropriate to their goals and expertise – to build mocku...
Learn how you can use the CoSN SEND II Decision Tree for Education Technology to make sure that your K–12 technology initiatives create a more engaging learning experience that empowers students, teachers, and administrators alike.
Mobile, social, Big Data, and cloud have fundamentally changed the way we live. “Anytime, anywhere” access to data and information is no longer a luxury; it’s a requirement, in both our personal and professional lives. For IT organizations, this means pressure has never been greater to deliver meaningful services to the business and customers.
In a recent research, analyst firm IDC found that the average cost of a critical application failure is $500,000 to $1 million per hour and the average total cost of unplanned application downtime is $1.25 billion to $2.5 billion per year for Fortune 1000 companies. In addition to the findings on the cost of the downtime, the research also highlighted best practices for development, testing, application support, infrastructure, and operations teams.
"We've just seen a huge influx of new partners coming into our ecosystem, and partners building unique offerings on top of our API set," explained Seth Bostock, Chief Executive Officer at IndependenceIT, in this SYS-CON.tv interview at 16th Cloud Expo, held June 9-11, 2015, at the Javits Center in New York City.
SYS-CON Events announced today that HPM Networks will exhibit at the 17th International Cloud Expo®, which will take place on November 3–5, 2015, at the Santa Clara Convention Center in Santa Clara, CA. For 20 years, HPM Networks has been integrating technology solutions that solve complex business challenges. HPM Networks has designed solutions for both SMB and enterprise customers throughout the San Francisco Bay Area.
Container technology is sending shock waves through the world of cloud computing. Heralded as the 'next big thing,' containers provide software owners a consistent way to package their software and dependencies while infrastructure operators benefit from a standard way to deploy and run them. Containers present new challenges for tracking usage due to their dynamic nature. They can also be deployed to bare metal, virtual machines and various cloud platforms. How do software owners track the usag...
As organizations shift towards IT-as-a-service models, the need for managing and protecting data residing across physical, virtual, and now cloud environments grows with it. CommVault can ensure protection and E-Discovery of your data – whether in a private cloud, a Service Provider delivered public cloud, or a hybrid cloud environment – across the heterogeneous enterprise. In his session at 17th Cloud Expo, Randy De Meno, Chief Technologist - Windows Products and Microsoft Partnerships at Com...
The Software Defined Data Center (SDDC), which enables organizations to seamlessly run in a hybrid cloud model (public + private cloud), is here to stay. IDC estimates that the software-defined networking market will be valued at $3.7 billion by 2016. Security is a key component and benefit of the SDDC, and offers an opportunity to build security 'from the ground up' and weave it into the environment from day one. In his session at 16th Cloud Expo, Reuven Harrison, CTO and Co-Founder of Tufin,...
In their session at 17th Cloud Expo, Hal Schwartz, CEO of Secure Infrastructure & Services (SIAS), and Chuck Paolillo, CTO of Secure Infrastructure & Services (SIAS), provide a study of cloud adoption trends and the power and flexibility of IBM Power and Pureflex cloud solutions. In his role as CEO of Secure Infrastructure & Services (SIAS), Hal Schwartz provides leadership and direction for the company.
SYS-CON Events announced today that MobiDev, a software development company, will exhibit at the 17th International Cloud Expo®, which will take place November 3–5, 2015, at the Santa Clara Convention Center in Santa Clara, CA. MobiDev is a software development company with representative offices in Atlanta (US), Sheffield (UK) and Würzburg (Germany); and development centers in Ukraine. Since 2009 it has grown from a small group of passionate engineers and business managers to a full-scale mobi...
There are many considerations when moving applications from on-premise to cloud. It is critical to understand the benefits and also challenges of this migration. A successful migration will result in lower Total Cost of Ownership, yet offer the same or higher level of robustness. In his session at 15th Cloud Expo, Michael Meiner, an Engineering Director at Oracle, Corporation, analyzed a range of cloud offerings (IaaS, PaaS, SaaS) and discussed the benefits/challenges of migrating to each offe...