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.
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.