UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~May~~June 12, 2025

UROGEN PHARMA LTD.

(Exact name of registrant as specified in its charter)

Israel

001-38079

98-1460746

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

400 Alexander Park Drive, 4th Floor

Princeton, New Jersey

08540

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: +1 (646) 768-9780

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		~~Trading Symbol~~TradingSymbol(s)		Name of each exchange on which registered
Ordinary Shares, par value NIS 0.01 per share		URGN		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☐

Item 28.0201 ~~Results~~Other ~~of Operations and Financial Condition~~Events.

On ~~May~~ June 12, 2025, ~~UroGen~~the ~~Pharma Ltd~~U.S. ~~(the~~Food and Drug Administration (“~~Company~~FDA”) ~~announced~~approved ~~its~~ZUSDURI™ ~~financial~~(mitomycin), ~~results~~formerly ~~for~~known ~~the~~as ~~quarter~~UGN-102, ~~ended~~a ~~March~~sustained-release ~~31,~~gel ~~2025.~~formulation Aof ~~copy~~mitomycin offor the ~~press~~treatment ~~release~~of isadults ~~attached~~with ~~hereto~~recurrent aslow-grade ~~Exhibit~~intermediate 99risk non-muscle invasive bladder cancer (“LG-IR-NMIBC”).1.

The ~~information~~approval inof ~~this~~ZUSDURI ~~Item~~is ~~2.02,~~based ~~including~~on data from the ~~attached~~pivotal ~~Exhibit~~Phase ~~99.1,~~3 isENVISION ~~being~~trial ~~furnished~~in ~~and~~which ~~shall~~78% ~~not~~of bepatients ~~deemed~~achieved ~~“filed”~~complete ~~for~~response ~~the~~at ~~purposes~~three ofmonths, ~~Section 18~~and 79% of ~~the~~those ~~Securities~~responders ~~Exchange~~maintained ~~Act~~complete ofresponse ~~1934,~~at as12 ~~amended~~months (after the ~~“Exchange~~three-month ~~Act”),~~visit. orThe ~~otherwise~~most ~~subject~~common to(≥ ~~the~~10%) ~~liabilities~~adverse ofreactions, ~~that~~including ~~Section~~laboratory abnormalities, ~~nor~~that ~~shall~~occurred itin bepatients ~~deemed~~were ~~incorporated~~increased bycreatinine, ~~reference~~increased inpotassium, ~~any~~dysuria, ~~filing~~decreased ~~made~~hemoglobin, byincreased ~~the~~aspartate ~~Company~~aminotransferase, ~~under~~increased ~~the~~alanine ~~Securities~~aminotransferase, ~~Act~~increased ~~of 1933~~eosinophils, asdecreased ~~amended~~lymphocytes, orurinary ~~the~~tract ~~Exchange~~infection, ~~Act~~decreased neutrophils, ~~except~~and ashematuria. ~~shall~~Serious beadverse ~~expressly~~reactions ~~set~~occurred ~~forth~~in by12% ~~specific~~of ~~reference~~patients inwho ~~such~~received aZUSDURI, ~~filing~~including urinary retention (0.8%) and urethral stenosis (0.4%).

~~Item~~ZUSDURI ~~9.01~~is ~~Financial~~expected ~~Statements~~to ~~and~~be ~~Exhibits~~available in the United States on or around July 1, 2025, for the treatment of adults with recurrent LG-IR-NMIBC.

As a post-marketing commitment, we agreed with the FDA to complete the ongoing ENVISION trial to further characterize the clinical benefit of ZUSDURI for the treatment of patients with recurrent LG-IR-NMIBC. In addition, we committed to provide the FDA interim trial reports and annual updates for the duration of response data for all patients with ongoing complete responses as of the Month 21 (dOctober 2024) data cutoff date. The annual updates will continue until all enrolled patients experience a recurrence of LG-IR-NMIBC; progression; death; loss to follow-up; or reach 63 months after the first instillation as planned in the protocol, whichever occurs first.

Exhibit Number		Description
99.1		Press Release dated May 12, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

Forward-Looking Statements and Risk Factors

This Current Report on Form 8-K contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995, including, without limitation, statements regarding the timeline for ZUSDURI’s commercial availability. Words such as “expect,” “will,” or other words that convey uncertainty of future events or outcomes are used to identify these forward-looking statements. These statements are subject to a number of risks, uncertainties and assumptions, including, but not limited to challenges associated with commercially launching a new product. In addition, new data relating to ZUSDURI, including from spontaneous adverse event reports and from the ongoing ENVISION trial, may result in changes to the product label and may adversely affect sales, or result in withdrawal of ZUSDURI from the market. In light of these risks and uncertainties, and other risks and uncertainties that are described in the Risk Factors section of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, filed with the SEC on May 12, 2025, the events and circumstances discussed in such forward-looking statements may not occur, and our actual results could differ materially and adversely from those anticipated or implied thereby. Any forward-looking statements contained in this Current Report on Form 8-K speak only as of the date hereof, and we expressly disclaim any obligation to update any forward-looking statements, whether because of new information, future events or otherwise.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 12, 2025	UROGEN PHARMA LTD.
Date: June 13, 2025			UROGEN PHARMA LTD.
	~~By:~~	~~/s/ Chris Degnan~~	By:	/s/ Chris Degnan
		~~Chris Degnan~~		Chris Degnan
		~~Chief Financial Officer~~		Chief Financial Officer

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