URIGEN PHARMACEUTICALS, INC.

Transcription

1 URIGEN PHARMACEUTICALS, INC. Dear Urigen Pharmaceuticals Stockholders: INVITATION TO ANNUAL MEETING OF STOCKHOLDERS DATE: May 27, 2014 TIME: 10:00 a.m. PLACE: Pryor Cashman LLP, 7 Times Square New York, New York April 25, 2014 Please join me at the annual meeting of the stockholders of Urigen Pharmaceuticals, Inc. on May 27, At the annual meeting, we will ask you to approve a number of important matters, including: the election of two (2) persons to our Board of Directors, each to hold office until the 2015 annual meeting of stockholders and until their respective successors shall have been duly elected or appointed and qualify; approval of a financing transaction and restructuring with Platinum-Montaur Life Sciences, LLC ( Platinum ) and other existing lenders to Urigen pursuant to an Exchange and Waiver Agreement that we entered into with Platinum and the other lenders; the amendment of our Amended and Restated Certificate of Incorporation to increase the number of authorized shares of our common stock, after giving effect to the Reverse Split (as defined below), to 20,000,000 shares, and to eliminate the designation of our Series A Convertible Preferred Stock; the amendment of our Amended and Restated Certificate of Incorporation to effect a reverse stock split of our common stock in the ratio of 1-for-5,000 (the Reverse Split ); and the adoption of a new equity incentive plan with a reserve of 30,000 shares of common stock (after giving effect to the Reverse Split), which will allow us to grant equity compensation to assist us in attracting and retaining the directors, employees, management personnel and other service providers that we need to achieve our goals for the Company. We recently entered into an Exchange and Waiver Agreement relating to the financing transaction and restructuring with Platinum and other existing lenders to Urigen. Under the exchange and waiver agreement, among other things, Platinum and the other lenders have agreed to forbear on exercising remedies under our existing indebtedness which is in default and to waive certain rights as holders of notes, warrants and preferred stock. Further, Platinum has agreed to provide us with a bridge loan in the amount of $3 million. Your approval of this financing transaction and restructuring and the other proposals at the annual meeting is required as a condition to the permanent waiver of the defaults and other rights, as well as to the receipt of the bridge financing. Accordingly, if the proposals are not approved by the stockholders and we are unable to complete the financing transaction and restructuring, we will continue to be in default under our existing notes and other outstanding securities and we will not receive any new funds, all of which will materially adversely impact our ability to sustain our operations. We are sending to you along with this letter a Notice of Annual Meeting, a proxy statement and a proxy card. We have also made such materials along with the exhibits to the proxy statement available at as well as on our company website at The exhibits to the proxy statement include our Annual Report on Form 10-K for the fiscal year ended June 30, 2010, our financial statements (and notes thereto) for the fiscal years ended June 30, 2013 and 2012, the Exchange and Waiver Agreement and other material agreements relating to the financing transaction and restructuring. We strongly encourage you to review such materials before voting for more details on our financial condition and the importance of the financing transaction and restructuring to our continued operations. All of these proposals are important components in furthering our strategy for Urigen Pharmaceuticals and its continuing viability. Our Board of Directors joins me in recommending that you approve each of these proposals so that our Company can work toward accomplishment of ambitious goals for the Company. Whether or not you are able to attend the annual meeting in person, it is important that your shares be represented. You can vote your shares using the Internet or a toll-free telephone number, or by completing and returning the enclosed proxy card by mail. Instructions on each of these voting methods are outlined in the accompanying proxy statement. Please vote as soon as possible. If you have any questions or need assistance with voting your shares, please call Urigen Pharmaceuticals, at (925) Thank you. Sincerely yours, /s/ Dan Vickery Chairman

2 To the Stockholders of Urigen Pharmaceuticals, Inc.: URIGEN PHARMACEUTICALS, INC. 501 Silverside Road, PMB #95 Wilmington, Delaware (925) NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 27, 2014 NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Urigen Pharmaceuticals, Inc., a Delaware corporation (the Company or Urigen ), will be held on May 27, 2014 at 10:00 a.m., Eastern time, for the following purposes: 1. to elect two (2) members to our Board of Directors, each to hold office until the 2015 annual meeting of stockholders and until their respective successors shall have been duly elected or appointed and qualify; 2. to approve the financing transaction and restructuring with Platinum-Montaur Life Sciences, LLC ( Platinum ) and other existing lenders to Urigen pursuant to an Exchange and Waiver Agreement that we entered into with Platinum and the other lenders as described in this Proxy Statement (the Restructuring ); 3. to approve an amendment to our Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock, after giving effect to the Reverse Split (as defined below), to 20,000,000 shares, and to eliminate the designation of our Series A Convertible Preferred Stock (the Authorized Shares Amendment ); 4. to approve an amendment of our Amended and Restated Certificate of Incorporation to effect a reverse stock split of our common stock in the ratio of 1-for-5,000 (the Reverse Split ); 5. to adopt a new equity incentive plan with a reserve of 30,000 shares of common stock (after giving effect to the Reverse Split), which will allow us to grant equity compensation to assist us in attracting and retaining the directors, employees, management personnel and other service providers that we need to achieve our goals for the Company (the 2014 Plan ); and 6. to transact such other business as may properly come before the meeting or any adjournment or postponement thereof. These items of business are more fully described in the proxy statement accompanying this Notice of Annual Meeting. The proxy statement along with the exhibits thereto is also available at as well as on our company website at The record date for the meeting is April 2, Only stockholders of record at the close of business on that date may vote at the meeting or any adjournment thereof. April 25, 2014 BY ORDER OF THE BOARD OF DIRECTORS, /s/ Dan Vickery Chairman YOUR VOTE IS VERY IMPORTANT. REGARDLESS OF WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, IN ORDER TO ASSURE YOUR REPRESENTATION, YOU ARE URGED TO VOTE AS SOON AS POSSIBLE BY PROXY EITHER VIA TELEPHONE, INTERNET OR MAIL, IN ACCORDANCE WITH THE VOTING INSTRUCTIONS ON YOUR PROXY CARD. IF YOU VOTE BY MAIL, YOU SHOULD MARK, SIGN AND DATE THE PROXY CARD IN ACCORDANCE WITH THE INSTRUCTIONS ON THE PROXY CARD AND RETURN IT IN THE ENCLOSED PRE-ADDRESSED, POSTAGE-PAID ENVELOPE AS SOON AS POSSIBLE. PLEASE NOTE, HOWEVER, THAT IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK OR OTHER NOMINEE AND YOU WISH TO VOTE AT THE MEETING, YOU MUST OBTAIN FROM THE RECORD HOLDER A PROXY ISSUED IN YOUR NAME.

3 Table Of Contents Page QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING... 2 PROPOSAL NO. 1 ELECTION OF DIRECTORS PROPOSAL NO. 2 APPROVAL OF THE RESTRUCTURING PROPOSAL NO. 3 APPROVAL OF AMENDMENT TO OUR AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF OUR COMMON STOCK PROPOSAL NO. 4 APPROVAL OF AMENDMENT TO OUR AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO EFFECT A REVERSE STOCK SPLIT PROPOSAL NO. 5 APPROVAL OF THE 2014 LONG-TERM INCENTIVE PLAN EXECUTIVE COMPENSATION AND RELATED INFORMATION VOTING SECURITIES AND SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OTHER BUSINESS AVAILABLE INFORMATION FORWARD-LOOKING STATEMENTS CAUTIONARY STATEMENT CONCERNING REPRESENTATIONS AND WARRANTIES EXHIBITS (All of the Exhibits to this proxy statement are available at as well as on our company website at EXHIBIT A FINANCIAL STATEMENTS FOR THE FISCAL YEARS ENDED JUNE 30, 2013 AND 2012 (INCLUDING THE NOTES THERETO) EXHIBIT B ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED JUNE 30, 2010 EXHIBIT C REPORT OF CORPORATE VALUATION ADVISORS EXHIBIT D - EXCHANGE AND WAIVER AGREEMENT EXHIBIT E FORM OF EXCHANGE NOTE EXHIBIT F CERTIFICATE OF DESIGNATION OF SERIES D PREFERRED STOCK EXHIBIT G SECOND AMENDED AND RESTATED INTERCREDITOR AGREEMENT EXHIBIT H FORM OF BRIDGE NOTE EXHIBIT I SECURITY AGREEMENT EXHIBIT J SUBSIDIARY GUARANTY EXHIBIT K REGISTRATION RIGHTS AGREEMENT EXHIBIT L 2014 LONG-TERM INCENTIVE PLAN * EXHIBIT M CERTIFICATE OF AMENDMENT * * Denotes that a printed copy of the relevant Exhibit accompanies this proxy statement. 1

4 URIGEN PHARMACEUTICALS, INC. 501 Silverside Road, PMB #95 Wilmington, DE (925) PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS MAY 27, 2014 We are providing these proxy materials in connection with the solicitation by the Board of Directors (the Board ) of Urigen Pharmaceuticals, Inc., a Delaware corporation ( Urigen, the Company, we, our or us ), of proxies to be voted at our Annual Meeting of Stockholders to be held on Tuesday, May 27, 2014 at 10:00 a.m. local time (the Meeting ), or at any adjournment or postponement thereof, for the purposes set forth herein and in the accompanying Notice of Annual Meeting of Stockholders. The Meeting will be held at the offices of Pryor Cashman LLP, 7 Times Square, 40 th Floor, New York, New York This proxy statement, the Notice of Annual Meeting of Stockholders and the accompanying proxy card are being mailed to stockholders on or about April 29, 2014 to all stockholders entitled to vote at the Meeting. This proxy statement, the Notice of Annual Meeting of Stockholders and the accompanying proxy card along with the exhibits to this proxy statement are available at as well as on our company website at The exhibits to the proxy statement include our Annual Report on Form 10-K for the fiscal year ended June 30, 2010, our audited financial statements (and notes thereto) for the fiscal years ended June 30, 2013 and 2012, and the material agreements relating to the financing transaction and restructuring. The exhibits to this proxy statement are not being mailed to our stockholders. Such materials will only be available through the web site referenced above. We strongly encourage you to review such materials before voting for more details on our financial condition and the importance of the financing transaction and restructuring to our continued operations. None of the proposals described in this proxy statement has been approved or disapproved by the Securities and Exchange Commission or any state securities commission, nor has the Securities and Exchange Commission or any state securities commission passed upon the accuracy or adequacy of the information contained in this document. Any representation to the contrary is a criminal offense. 1. Why am I receiving these proxy materials? QUESTIONS AND ANSWERS ABOUT THIS PROXY STATEMENT AND VOTING We are sending you this proxy statement and the enclosed proxy card because the Board is soliciting your proxy to vote at our Annual Meeting of Stockholders. You are invited to attend the Meeting to vote on the proposals described in this proxy statement. However, you do not need to attend the Meeting to vote your shares. Instead, you may simply complete, sign and return the enclosed proxy card. We intend to mail this proxy statement and accompanying proxy card on or about April 29, 2014 to all stockholders of record entitled to vote at the Meeting. NOTE: UNLESS OTHERWISE SET FORTH IN THIS PROXY STATEMENT, ALL NUMBERS INCLUDED IN THIS PROXY STATEMENT REGARDING THE PRINCIPAL AMOUNT OF THE EXCHANGE NOTES ARE BASED ON THE PRINCIPAL AMOUNT OF THE EXISTING NOTES, AND ANY ACCRUED AND UNPAID INTEREST THEREON, AS OF MARCH 31, What is the Exchange and Waiver Agreement, how does it relate to the Meeting and the proxy proposals, and why has Urigen entered into it? On April 25, 2014, we entered into an Exchange and Waiver Agreement (the Exchange Agreement ) with Platinum-Montaur Life Sciences, LLC ( Platinum ) and other existing lenders to the Company (the Other 2

5 Lenders ). The Other Lenders include, without limitation, Dan Vickery, M.B.A., Ph.D., our Chairman and Secretary, and C. Lowell Parsons, a member of our Board of Directors. Platinum and the Other Lenders are holders of an aggregate of $1,937,195 principal amount of senior convertible promissory notes of the Company (the Existing Notes ). In addition, Platinum is the holder of 210 shares and 552,941 shares, respectively, of our Series B and Series C Convertible Preferred Stock (the Preferred Stock ). Certain of the Existing Notes are currently in default in that, among other things, they are past maturity and remain unpaid and were further subject to earlier prepayment as a result of the de-registration of our common stock (the Common Stock ) under the Securities Exchange Act of 1934, as amended (the Exchange Act ), by the Securities and Exchange Commission (the Commission ) in October, These defaults resulted in defaults under the other Existing Notes. In addition, we are in arrears in the payment of dividends on the Preferred Stock in the aggregate amount of $438,514 at March 31, 2014 (the Accrued Preferred Dividends ). We do not have the resources to repay the Existing Notes or to pay the Accrued Preferred Dividends. The Exchange Agreement provides for, among other things: (i) (ii) (iii) (iv) (v) (vi) the forbearance (the Forbearance ) by Platinum and the Other Lenders from exercising their default remedies under the Existing Notes and from the pursuit of the collection of Accrued Preferred Dividends until July 1, 2014; provided, that the Forbearance shall terminate and be of no further force and effect if, among other things, the proposals described in this proxy statement are not approved by our stockholders at the Meeting; the waiver (the Anti-Dilution Waiver ) of anti-dilution adjustments to outstanding common stock purchase warrants owned by Platinum, the Other Lenders and Dr. Parsons (the Existing Warrants ) as a result of the transactions contemplated by the Exchange Agreement; provided, that the exercise price of the Existing Warrants shall be reduced (but the number of shares of Common Stock issuable thereunder shall not be increased) upon the closing of the restructuring to $500 (giving effect to the Reverse Split), the conversion price set forth in the Exchange Notes (as defined below); the waiver (the Covenant Waiver ) of defaults under the agreements pursuant to which the Existing Notes, the Existing Warrants and the Preferred Stock were sold to Platinum and the Other Lenders, which covenants require, among other things, the Company to maintain its status as a listed, Exchange Act reporting company; the exchange (the Note Exchange ) of the Existing Notes for new Secured Convertible Promissory Notes of the Company (the Exchange Notes ) with a principal amount equal to the principal plus accrued but unpaid interest on the Existing Notes and with a maturity date on the third anniversary of the Closing (as defined below); the exchange (the Preferred Stock Exchange ) of the Preferred Stock for shares of a newly-created series of preferred stock designated as Series D Convertible Preferred Stock (the Series D Preferred Stock ); and the extension by Platinum to our Company of a loan in the amount of $3,000,000 (the Bridge Loan ), which loan shall be evidenced by the issuance by the Company to Platinum of a senior secured promissory note due on the earlier of (x) the consummation of the sale by us of equity securities in a registered public offering with gross proceeds to us of not less than $10 million and (y) the one year anniversary of the Closing (as defined below) (the Bridge Note ). The Exchange Notes and the Bridge Note will be secured by a lien on all of our assets. The closing of the transactions contemplated by the Exchange Agreement (the Closing ), including the Anti- Dilution Waiver, the Covenant Waiver, the Note Exchange, the Preferred Stock Exchange and the Bridge Loan (collectively, the Restructuring ), are subject to the satisfaction of certain conditions set forth in the Exchange Agreement, including the approval of all of the proposals set forth in this proxy statement by the stockholders of the Company. In addition, if the proposals set forth in this proxy statement are not approved by the stockholders of the Company, then the Forbearance, which became effective upon the execution of the Exchange Agreement, shall immediately terminate and Platinum and the Other Lenders shall immediately be able to pursue any of their remedies under the Existing Notes and, in the case of Platinum, with respect to the Accrued Preferred Dividends. 3

6 In consideration for the agreement by Platinum and the Other Lenders to the Restructuring, at the Closing: (i) the per-share exercise prices of the Existing Warrants shall be reduced from $625 to $500 (in each case giving effect to the Reverse Split); (ii) we will issue to Platinum shares of Series D Preferred Stock, which will be convertible into an aggregate of 95,469 shares of our Common Stock (giving effect to the Reverse Split) (which number of shares of Common Stock, when combined with the shares of common stock issuable upon conversion of the Exchange Notes to be issued to Platinum and upon exercise of the Existing Warrants held by Platinum, is expected to represent approximately 75% of the fully diluted shares of our Common Stock after giving effect to the Restructuring and before the reservation of shares for issuance under the 2014 Plan); (iii) we will issue to the Other Lenders 11,455 shares of our Common Stock (giving effect to the Reverse Split) (which number of shares of Common Stock, when combined with the shares of Common Stock issuable upon conversion of the Exchange Notes to be issued to the Other Lenders and upon exercise of (x) the Existing Warrants held by the Other Lenders and (y) the Consideration Warrant (as defined item (iv) of this paragraph), is expected to represent approximately 11% of the fully diluted shares of our Common Stock after giving effect to the Restructuring and before the reservation of shares for issuance under the 2014 Plan); and (iv) we will issue to C. Lowell Parsons, a member of our Board of Directors, a warrant to purchase up to 654 shares of our Common Stock (after giving effect to the Reverse Split) (the Consideration Warrant ), which Consideration Warrant will be issued as consideration for the waiver by Dr. Parsons of certain adjustments that would otherwise be made to the warrants that we previously issued to him pursuant to that certain consulting agreement dated as of July 26, 2012 between Dr. Parsons and our Company (the Parsons Consulting Agreement ). In addition, to secure our obligations under the Exchange Notes and the Bridge Note, we shall grant to Platinum and the Other Lenders a security interest in all of our assets. If our stockholders do not approve all of the proposals set forth in this proxy statement at the Meeting, the Closing of the Restructuring will not occur, the Forbearance shall terminate and our ability to sustain our operations will be materially adversely affected, as further described in proposal no How may I obtain a copy of Urigen s Annual Report on Form 10-K and other financial information? Urigen ceased to be a reporting company under the Exchange Act in October The last Exchange Act report filed by Urigen with the Commission was our Annual Report on Form 10-K for the fiscal year ended June 30, 2010, which included audited financial statements for the fiscal year ended June 30, 2010 (the K ). We did not file an Annual Report on Form 10-K for the fiscal years ended June 30, 2011, 2012 or The K and our audited financial statements for the fiscal years ended June 30, 2012 and 2013 are available at as well as on our company website at 4. Who is entitled to vote at the Meeting? Only stockholders of record at the close of business on the record date, April 2, 2014 (the Record Date ), will be entitled to notice of and to vote at the Meeting. Each stockholder of record on the Record Date will be entitled to one vote for each share of Common Stock held as of the Record Date on all matters to be voted upon at the Meeting. At the close of business on the Record Date, we had outstanding and entitled to vote 95,225,806 shares of Common Stock (without giving effect to the Reverse Split) held by approximately 230 stockholders of record. 5. What is the quorum necessary to conduct business at the Meeting? A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if a majority of the outstanding shares is represented by votes present at the meeting in person or by proxy. On the Record Date, there were 95,225,806 shares of Common Stock outstanding and entitled to vote (without giving effect to the Reverse Split). As a result, 47,612,904 of these shares (without giving effect to the Reverse Split) must be represented by stockholders present at the Meeting or by proxy to have a quorum. If there is no quorum, a majority of the votes present at the Meeting may adjourn the meeting to another date. The inspector of election appointed for the Meeting will tabulate all votes, and will separately tabulate for and withheld votes, against votes, abstentions and broker non-votes. A broker non-vote is a proxy submitted by a broker that does not indicate a vote for some of the proposals because the broker does not have discretionary voting authority on certain types of proposals and has not received instructions from its client as to how to vote on a particular proposal. Shares represented by proxies marked abstain and broker non-votes are counted in determining whether a quorum is present. 4

7 6. What items of business will be voted on at the Meeting? The items of business scheduled to be voted on at the Meeting are: 1. the election of two (2) directors to serve for the next year and until their successors are elected and qualified; 2. the Restructuring; 3. the Authorized Shares Amendment; 4. the Reverse Split; 5. the 2014 Long-Term Incentive Plan; and 6. the transaction of such other business as may properly come before the Meeting. 7. How does the Board recommend that I vote? Our Board recommends that you vote your shares: FOR each of the nominees to the Board; FOR the approval of the Restructuring; FOR the approval of the Authorized Shares Amendment; FOR the approval of the amendment of our Amended and Restated Certificate of Incorporation to effect the Reverse Split; and FOR the approval of the 2014 Long-Term Incentive Plan. With respect to any other matter that properly comes before the Meeting, the proxy holders will vote as recommended by the Board of Directors or, if no recommendation is given, they will vote in their own discretion. If you sign and return your proxy card but do not specify how you want to vote your shares, the persons named as proxy holders on the proxy card will vote in accordance with the recommendations of the Board. 8. What are the voting requirements to elect the directors and to approve each of the proposals discussed in this proxy statement? The voting requirements for the proposals discussed in this proxy statement are as follows: Proposal Proposal No. 1 Election of two (2) directors to serve for the next year and until their successors are elected and qualified Proposal No. 2 Approval of the Restructuring Proposal No. 3 Approval of the Authorized Shares Amendment Proposal No. 4 Approval of an amendment to our Amended and Restated Certificate of Incorporation to effect the Reverse Split Proposal No. 5 Approval of the 2014 Long-Term Incentive Plan 5 Vote Required Majority of votes cast For a director must exceed the number of votes Withheld from that director Majority of votes cast (the number of shares voted For must exceed the number of votes Against and abstentions) Majority of outstanding shares entitled to vote Majority of outstanding shares entitled to vote Majority of votes cast (the number of shares voted For must exceed the number of votes Against and abstentions)

8 If your shares are held by a broker and you do not indicate how you wish to vote, your broker is permitted to exercise its discretion to vote your shares only on certain routine matters but not with respect to non-routine items. Routine items are proposals considered routine under the rules of the New York Stock Exchange on which your broker may vote shares held in street name in the absence of your voting instructions. On non-discretionary items for which you do not give your broker instructions, the shares will be treated as broker non-votes. None of the proposals in this proxy statement is a routine matter. As a result, your broker may not exercise discretionary voting authority and may not vote your shares with respect to any of the proposals unless you provide your broker with voting instructions. With respect to proposal no. 1, abstentions will not have an effect on the outcome of the vote. With respect to proposals nos. 2, 3, 4 and 5, abstentions will have the same effect as an against vote. Broker non-votes will have no effect on proposals nos. 1, 2 and 5, but will have the same effect as an against vote on proposals nos. 3 and 4. It is expected that Urigen s executive officers and directors will vote their shares of Common Stock entitled to vote at the Meeting in favor of the election of directors and each of the other proposals contained in this proxy statement. In addition, William J. Garner, MD, our former Chief Executive Officer, and Martin E. Shmagin, our former Chief Financial Officer, have voting agreements with our Company pursuant to which they are required to vote their shares of Common Stock entitled to vote at the Meeting in favor of the election of directors and each of the other proposals contained in this proxy statement. As of the Record Date, these persons owned an aggregate of approximately 34 million shares of Common Stock (without giving effect to the Reverse Split, and representing in the aggregate approximately 36% of the outstanding shares of our Common Stock as of the Record Date). 9. Will the issuance of securities in the Restructuring dilute the existing stockholders percentage ownership? Our stockholders (other than Platinum and the Other Lenders) will incur immediate and substantial dilution of their percentage ownership in our Company upon the Closing of the Restructuring. Specifically, the aggregate ownership of all holders of our Common Stock immediately prior to the Closing of the Restructuring (other than Platinum, the Other Lenders (solely with respect to their Existing Notes and Existing Warrants), and management (i.e., Dr. Vickery and Dr. Parsons)) will be reduced to approximately 12% of our outstanding shares of Common Stock on a fully-diluted, as-converted basis (before taking into account shares reserved for issuance under the 2014 Plan). Conversely, Platinum s ownership of the Exchange Notes and the shares of Series D Preferred Stock that we will issue to it upon the Closing of the Restructuring, along with its ownership of Existing Warrants, will represent approximately 75% of our outstanding shares of Common Stock on a fully-diluted, as-converted basis, and the ownership by the Other Lenders of the Exchange Notes and the shares of Common Stock that we will issue to them upon the Closing of the Restructuring, along with their ownership of Existing Warrants and the Consideration Warrant, will represent approximately 11% of our outstanding shares of Common Stock on a fully-diluted, asconverted basis (without giving effect to any beneficial ownership limitations contained in the instruments issued to Platinum and the Other Lenders, respectively, and before taking into account shares reserved for issuance under the 2014 Plan). As noted above and throughout this proxy statement, however, our inability to complete the Restructuring could significantly impair our business and diminish to an even greater extent the value of our Common Stock. Even though the percentage ownership interest of our common stockholders will be substantially reduced upon the Closing of the Restructuring, we will receive, through the Bridge Loan, the funds that we believe are necessary to advance our business and future prospects. The capitalization of the Company as of March 31, 2014, and on a pro forma basis following the Closing of the Restructuring, in each case after giving effect to the Reverse Split, on a fully-diluted, as-converted basis and before taking into account shares reserved for issuance under the 2014 Plan, is as follows: 6

9 Holder(s) Common Stock Equivalents (3) Common Stock Equivalents (4) Percentage (fully diluted) Percentage (fully diluted) (Actual Prior to Restructuring) (Pro Forma After Restructuring) (Actual Prior to Restructuring) (Pro Forma After Restructuring) Platinum-Montaur Life 15, ,163 (1) 41% 75% Sciences, LLC Other Lenders 3,190 15,300 (2) 8% 11% Board of Directors (in each case, not including securities held in the capacity of Other Lenders) Holders of Common Stock (other than Platinum, the Other Lenders, Management) 2,825 2,825 (3) 7% 2% 17,253 16,794 44% 12% Total: 39, , % 100% (1) Consists of: (x) 3,186 shares of Common Stock issuable upon conversion of the Exchange Notes held by Platinum (including accrued and unpaid interest thereon); (y) 95,469 shares of Common Stock issuable upon conversion of the shares of our Series D Convertible Preferred Stock to be issued to Platinum pursuant to the Exchange Agreement; and (z) 6,508 shares of Common Stock issuable upon exercise of Existing Warrants held by Platinum, in each case, after giving effect to the Reverse Split. (2) Consists of: (w) 1,419 shares of Common Stock issuable upon conversion of the Exchange Notes held by the Other Lenders (including accrued and unpaid interest thereon); (x) 11,455 shares of Common Stock to be issued to the Other Lenders pursuant to the Exchange Agreement; (y) 1,772 shares of Common Stock issuable upon exercise of Existing Warrants held by the Other Lenders, and (z) 654 shares of Common Stock issuable upon exercise of the Consideration Warrant, in each case, giving effect to the Reverse Split. (3) Consists of 2,745 shares of Common Stock and warrants to purchase up to 80 shares of Common Stock. (4) Does not give effect to beneficial ownership limitations contained in our convertible securities. 10. Why are you seeking approval of the Restructuring? Historically, we have primarily been funded through the issuance of convertible promissory notes, common and preferred stock, and warrants to purchase shares of Common Stock, with a significant amount of such issuances being made to Platinum since Absent a substantial financing in the near term, we may not be able to execute our business strategy. However, given our limited number of available shares of authorized Common Stock, and the substantial defaults impacting our obligations to Platinum and the Other Lenders, our financing options are limited. We entered into the Exchange Agreement with Platinum and the Other Lenders following substantial negotiation with Platinum and the Other Lenders. Our Common Stock has been deregistered by the Commission pursuant to Section 12(j) of the Exchange Act, and thus is not listed for trading on any national securities exchange. Accordingly, we are not subject to exchange-based requirements to seek stockholder approval of the Restructuring. However, given fact that the securities that we will be issuing to Platinum and the Other Lenders at the Closing of the Restructuring (either directly or indirectly upon the conversion or exercise, as applicable, of the Series D Preferred Stock, the Exchange Notes, the Existing Warrants and the Consideration Warrant) will represent approximately 75% and 11%, respectively, of our outstanding Common Stock on a fully-diluted, as-converted basis (without giving effect to any beneficial ownership limitations contained in the instruments issued to Platinum and the Other Lenders, and before giving effect to the reservation of shares under the 2014 Plan), we and Platinum determined to require that stockholder approval of the Restructuring be obtained prior to the Closing of the Restructuring. 7

10 11. Why are you seeking to increase the number of authorized shares of Common Stock and to eliminate the designation of our Series A Convertible Preferred Stock as described in proposal no. 3? Currently, we do not have enough shares of Common Stock authorized but unissued or unreserved for issuance upon the exercise of warrants, options and other outstanding convertible securities, and to meet other commitments to issue Common Stock, in order to consummate the Restructuring. This problem will also exist after the effectiveness of the Reverse Split, as the number of authorized shares will be reduced by the ratio of the Reverse Split. Thus, to consummate the Restructuring and issue the shares of Common Stock required thereby (including issuances upon conversion of the Exchange Notes and the Series D Preferred Stock), we need to substantially increase the number of shares of our Common Stock authorized for issuance under our Amended and Restated Certificate of Incorporation upon the effectiveness of the Reverse Split. Accordingly, it is a condition to the completion of the Restructuring that our stockholders approve proposal no. 3. Our Amended and Restated Certificate of Incorporation authorizes 190,000,000 shares of Common Stock (without giving effect to the Reverse Split) for issuance. As of the Record Date, there were 95,225,806 shares of our Common Stock outstanding and approximately an additional 92,472,716 shares reserved for issuance upon exercise or conversion of outstanding options, warrants, and convertible debentures (without giving effect to accrued and unpaid interest and dividends) and otherwise reserved for future issuance under our equity compensation plans and pursuant to other agreements, in each case before giving effect to the Reverse Split. In connection with the Restructuring, we will issue to Platinum at the Closing such number of shares of Common Stock (or Common Stock equivalents, including the Existing Warrant held by Platinum) as would represent approximately 75% of our outstanding Common Stock, and we will issue to the Other Lenders at the Closing such number of shares of Common Stock (or Common Stock equivalents, including the Existing Warrants held by the Other Lenders and the Consideration Warrant to be issued to Dr. Parsons) as would represent approximately 11% of our outstanding Common Stock, in each case on a fullydiluted, as-converted basis (without giving effect to any beneficial ownership limitations contained in the instruments issued to Platinum and the Other Lenders, and before giving effect to the reservation of shares under the 2014 Plan). We have proposed increasing the authorized number of shares of Common Stock to 20,000,000 shares (after giving effect to the Reverse Split) to permit completion of the Restructuring and to provide additional authorized shares of Common Stock available to issue in the future. The additional shares may be issued for various purposes without further stockholder approval. These purposes may include raising capital, providing equity incentives to employees, officers, directors or consultants, establishing strategic relationships with other companies, expanding our business or product lines through the acquisition of other businesses or products, and other corporate purposes. We are seeking to eliminate the designations of our Series A Convertible Preferred Stock due to the fact that no shares of our Series A Convertible Preferred Stock are issued and outstanding. 12. Why are you seeking authority to amend the Certificate of Incorporation to effect the Reverse Split as described in proposal no. 4? We currently have 95,225,806 shares of Common Stock outstanding and 92,472,716 shares of Common Stock reserved for issuance upon the exercise or conversion of outstanding options, warrants or convertible securities (without giving effect to accrued and unpaid interest and dividends), in each case without giving effect to the Reverse Split. On October 22, 2012, the last day that our Common Stock was traded on the OTC Bulletin Board, the closing price per share was $.01 and the highest closing price per share in the one year period prior to such last day of trading was $0.06, in each case without giving effect to the Reverse Split. While this pricing information is not current, based in part on our recent experience in raising capital and the valuation performed by Corporate Valuation Advisors, an independent valuation firm that we retained to perform a valuation of our Common Stock (the Valuation ), as described below, our Board believes that these prices reflect the market s perception of the value of our equity. Such low valuations make it difficult for any investor to achieve liquidity and therefore makes it difficult for the Company to raise equity financing. In addition, our Board believes that, to the extent that our Common Stock becomes listed on a national securities exchange or otherwise becomes publicly traded, it may be advantageous to increase the per-share price of our Common Stock and normalize our capital structure through a reverse stock split to appeal to a broader range of investors in potential future financing transactions. The Reverse Split would result in a recapitalization intended to increase the per share value of our Common Stock. However, even if we effect the Reverse Split, there can be no assurance of either an immediate or a sustainable increase in the per share value of our Common Stock. 8

11 13. How will the Reverse Split affect my shares of Common Stock. If the Reverse Split is approved and implemented, for every 5,000 shares of Common Stock you now own, you will be automatically deemed to own one (1) share of Common Stock. If you own less than 5,000 shares of Common Stock, the Reverse Split will result in your potential ownership being reduced to a fraction of a share of Common Stock. We will pay cash in lieu of issuing any fractional shares at a rate of $ per post-reverse Split share of Common Stock. The amount to be paid for fractional shares is based on the fair market value of the Common Stock as set forth in the Valuation. Accordingly, if you currently own less than 5,000 shares of Common Stock (without giving effect to the Reverse Split), then after the implementation of the Reverse Split and the payment in cash in lieu of issuing fractional shares, you will no longer be a stockholder of the Company. We anticipate that, as a result of the Reverse Split, approximately 2,500 stockholders will hold less than one share of Common Stock, and we will pay cash in the aggregate amount of $150,000 in lieu of issuing fractional shares. 14. Why are you soliciting stockholder approval of the new 2014 Long-Term Incentive Plan? Urigen currently has no unexpired equity incentive plans for use in issuing equity awards, including options, to directors, employees, management personnel and other service providers. As we seek to revive and grow our business, the Board believes that the ability to issue equity incentives will be critical to securing and retaining the services of employees, directors, officers and consultants, and to provide incentives for such persons to exert maximum efforts for our success. The 2014 Long-Term Incentive Plan (the 2014 Plan ) will serve as our primary vehicle for providing equity compensation to our directors, officers, employees and other eligible persons. The 2014 Plan will allow us to grant stock options and other awards at levels determined by our Board or a committee of our Board. 15. What if any of these proposals is not approved? The Closing of the Restructuring is subject to the satisfaction of certain conditions set forth in the Exchange Agreement, including, without limitation, the approval by our stockholders at the Meeting of all of the proposals set forth in this proxy statement. If our stockholders do not approve all of the proposals set forth in this proxy statement at the Meeting, the Closing of the Restructuring will not occur, the Forbearance shall terminate, Platinum and the Other Lenders shall be entitled to pursue immediately their various rights and remedies with respect to the Existing Notes, the Preferred Stock and the documents related thereto, and our ability to sustain our operations will be materially adversely affected, as further described in proposal no. 2. Moreover, if we are unable to complete the Bridge Loan, we would be forced to preserve our cash position through a combination of cost reduction measures and, potentially, sales of assets at values likely significantly below their worth. We would need to attempt to raise alternative capital through other financings. However, our ability to complete any equity-based financings would be compromised as we would not have a sufficient number of shares of capital stock available to complete such financings, and any debt-based financings would be compromised as a result of the rights of Platinum and the Other Lenders arising under the existing significant defaults with respect to the Existing Notes, the Preferred Stock and the documents relating thereto. There can be no assurance that we could complete any alternative transaction or obtain any other funds at all, let alone sufficient funds on terms that are as favorable to us as the terms of the Bridge Loan. Accordingly, any of the alternatives to the Bridge Loan would, in our view, have a material adverse effect on us and materially diminish the value of our Common Stock and thus your investment in our Company. 16. How do I vote? You may vote in person by attending the Meeting or by completing and returning a proxy by mail, by telephone or electronically, using the Internet. Your vote is important. You can save us the expense of a second mailing by voting promptly. You may either vote For all the nominees to the Board or you may withhold your vote for any nominee you specify. You cannot vote for a greater number of persons than the number of nominees named to the Board. For each of the other matters to be voted on, you may vote For or Against or abstain from voting. 9

12 Voting in Person or by Mail Stockholder of Record: Shares Registered in Your Name If your shares are registered directly in your name with our transfer agent, Computershare, Inc., you are considered a stockholder of record. Stockholders of record may vote in person at the Meeting or vote by proxy using the enclosed proxy card. Whether or not a stockholder plans to attend the Meeting, the stockholder should vote by proxy to ensure his or her vote is counted. A stockholder may still attend the Meeting and vote in person if he or she has already voted by proxy. To vote in person, a stockholder may come to the Meeting and we will provide the stockholder with a ballot when he or she arrives. To vote using the proxy card, simply complete, sign and date the proxy card and return it promptly in the envelope provided to you. If a stockholder returns a signed proxy card to us before the Meeting, we will vote the stockholder s shares as he or she directs. For Shares Registered in the Name of a Bank, Broker or Other Nominee If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in street name and the proxy materials are being forwarded or otherwise being made available to you by that organization. Most beneficial owners whose stock is held in the name of a bank, broker or other nominee receive instructions for granting proxies from their banks, brokers or other nominees, rather than our proxy card. You can vote your shares held through a bank, broker or other nominee by following the voting instructions sent to you by that institution. If you hold your shares in street name or otherwise have beneficial but not record ownership of shares, you must obtain a legal proxy from your broker, bank or other holder of record and present it to the inspector of election with your ballot to be able to vote at the Meeting. Voting Via the Internet or by Telephone Stockholders may also vote their shares using the Internet or telephone. The Internet and telephone voting procedures below are designed to authenticate stockholders identities, to allow stockholders to vote their shares and to confirm that stockholders instructions have been recorded properly. Stockholders voting shares via the Internet should understand that there may be costs associated with electronic access, such as usage charges from Internet access providers and telephone companies, which must be borne by the stockholder. For Shares Registered in Your Name Stockholders of record may go to to vote their shares by means of the Internet. They will be required to provide the control number contained on the Notice. The votes represented by such proxy will be generated on the computer screen and the voter will be prompted to submit or revise them as desired. Any stockholder using a touch-tone telephone may also grant a proxy to vote shares by calling VOTE (8683) and following the recorded instructions. For Shares Registered in the Name of a Bank, Broker or Other Nominee Most stockholders who hold their stock through a bank, broker or other nominee receive instructions for granting proxies from their bank, broker or other nominee, rather than from us. A number of brokers and banks are participating in a program that offers the ability to grant proxies to vote shares over the telephone and Internet. If your shares are held in an account with a participating broker or bank, you may vote on the Internet by accessing You will be required to provide the control number printed on your Notice. Street name holders using a touch-tone telephone may vote their shares by calling VOTE (8683) and following the recorded instructions. General Information for All Shares Voted Via the Internet or by Telephone Proxies submitted via the Internet or by telephone must be received by 1:00 a.m. Eastern time on May 27, Submitting your proxy via the Internet or by telephone will not affect your right to vote in person should you decide to attend the Meeting. 17. What if I return a proxy card but do not make specific choices? If you return a signed and dated proxy card without marking any voting selections, your shares will be voted For the election of all nominees for director and For all other matters described in this proxy statement. If any other matter is properly presented at the Meeting, your proxy will vote your shares using his or her best judgment. 10

13 18. What does it mean if I receive more than one proxy card? If you receive more than one proxy card, your shares are registered in more than one name or are registered in different accounts. Please complete, sign and return each proxy card to ensure that all of your shares are voted. 19. What can I do if I change my mind after I vote my shares? Any stockholder giving a proxy pursuant to this solicitation has the power to revoke it at any time before the shares are voted. If you are a stockholder of record, you can revoke your proxy before it is exercised by: written notice to our Corporate Secretary; timely delivery of a valid, later-dated proxy or a later-dated vote by telephone or on the Internet; or voting by ballot at the Meeting. If you are a beneficial owner of shares, you may revoke your proxy or submit new voting instructions by contacting your bank, broker or other holder of record. You may also vote in person at the Meeting as described in the answer to the preceding question. All shares that have been properly voted and not revoked will be voted at the Meeting. 20. What is the deadline for voting my shares by proxy, via the Internet or by telephone? Votes by proxy must be received before the polls close at the Meeting. Votes submitted via the Internet or by telephone must be received by 1:00 a.m. Eastern time on May 27, Could other matters be decided at the Meeting? On the date this proxy statement went to press, we did not know of any matters to be raised at the Meeting other than those referred to in this proxy statement. If other matters are properly presented at the Meeting for consideration and you execute and deliver a proxy, then the persons named on your proxy card will have the discretion to vote on those matters for you. 22. Can the Meeting be adjourned or postponed? Although it is not expected, the Meeting may be adjourned or postponed for the purpose of soliciting additional proxies. Any adjournment or postponement may be made without notice, other than by announcement made at the Meeting, by approval of the holders of a majority of the outstanding shares of our Common Stock present in person or represented by proxy at the Meeting, whether or not a quorum exists. Any signed proxies received by us prior to the Meeting will be voted in favor of an adjournment or postponement in these circumstances. Any adjournment or postponement of the Meeting for the purpose of soliciting additional proxies will allow those of our stockholders who have already sent in their proxies to revoke them at any time prior to their use. 23. Where can I find the voting results of the Meeting? We will announce preliminary voting results at the Meeting and we will issue a press release with final results shortly after the Meeting. 24. Who will pay for the cost of this proxy solicitation? We will bear the entire cost of soliciting proxies including preparation, assembly, printing and mailing of this proxy statement and any additional information furnished by us to stockholders. Copies of solicitation materials will be furnished to banks, brokerage houses, fiduciaries and custodians holding in their names, shares of our Common Stock beneficially owned by others, to forward to such beneficial owners. We may reimburse persons representing beneficial owners of Common Stock for their out-of-pocket expenses for forwarding solicitation materials to such beneficial owners. Our solicitation of proxies by mail may be supplemented by telephone, facsimile, electronic mail or personal solicitation by directors, officers or other of our employees. No additional compensation will be paid to directors, officers or other employees for such solicitation services performed by them. 11

14 25. If I have additional questions, whom can I contact? If you have any questions about the Meeting or how to vote or revoke your proxy, you should contact the Company as follows: In the United States: for registered stockholder inquiries info@urigen.com (for general inquiries) 12

15 PROPOSAL NO. 1 ELECTION OF DIRECTORS Our by-laws provide that the number of persons on our Board shall be as determined by our Board. Our Board currently consists of two (2) members. Our Board has nominated the two (2) persons listed in the table below for election at the Meeting to serve for a term of one year and until their successors are duly elected and qualified. Each of Dan Vickery, M.B.A., Ph.D., and C. Lowell Parsons, M.D., is a director standing for re-election. The affirmative vote of a plurality of the outstanding shares of Common Stock present in person or represented by proxy at the Meeting and entitled to vote in the election of directors is required to elect the directors. All proxies received by the Board will be voted for the election as directors of the nominees listed below if no direction to the contrary is given. All of the nominees have consented to serve as directors. In the event any nominee is unable to serve, the proxy solicited hereby may be voted, in the discretion of the proxies, for the election of another person in his stead. Our Board knows of no reason to anticipate this will occur. There are no arrangements between our directors and any other person pursuant to which our directors were nominated or elected for their positions. All directors hold office until the next annual meeting of stockholders or until their successors are elected and qualify. Officers are elected by, and serve at the discretion of, our Board. There are no familial relationships between or among any of our officers or directors. Biographical information regarding the nominees for election as directors as of the date of this proxy statement is included below. Dr. Vickery is currently our only executive officer. Nominee Age Positions with the Company Director Since Dan Vickery, M.B.A., Ph.D Chairman of the Board and Secretary 2010 C. Lowell Parsons, M.D.. 69 Director 2007 Biographical Information Dan Vickery, M.B.A., Ph.D. currently serves at the Chairman of our Board of Directors and as the Secretary of our Company. Dr. Vickery established BioEnsemble, Ltd., a pharmaceutical business development and strategy consulting firm, and currently serves as the President of that entity. Dr. Vickery s experience includes senior corporate business and commercial development positions at Mylan Pharmaceuticals, Inc., and Pharmacia, Inc., and senior regulatory affairs positions at Kabi Pharmacia, Inc., and Warner-Lambert Inc. Dr. Vickery is an advisory board member of the Center for Molecular Medicine and Therapeutics, Dr. Vickery holds B.Sc. and Ph.D. degrees from the University of British Columbia, and earned an M.B.A. degree from the Richard Ivey School of Business, University of Western Ontario. Dr. Vickery joined the Board on January 8, 2010 and became Chairman on April 26, The Board concluded that Dr. Vickery is qualified to serve as a Director because of his educational background and significant drug and commercial development experience in the pharmaceutical industry, especially in the therapeutic area of urology and Dr. Vickery s direct experience in the areas of regulatory affairs, early commercial development, and business development and licensing that are key to biotech companies with products in similar stages of development to our products. C. Lowell Parsons, M.D. currently serves as a member of our Board of Directors. Dr. Parsons is a leader in medical research into the causes and treatment of interstitial cystitis, which is a Bladder Pain Syndrome with typical cystoscopic and/or histological features in the absence of infection or other pathology, and has published over 200 scientific articles and book chapters in this area describing his work. Dr. Parsons received his M.D. degree from the Yale University School of Medicine in New Haven, CT, in After completing his medical internship at Yale in 1971, Dr. Parsons spent two years as a staff associate in the Laboratory of Microbiology at the National Institutes of Health in Bethesda, Maryland. He then completed his urology residency training at the Hospital of the University of Pennsylvania in Philadelphia, Pennsylvania, in Dr. Parsons joined the Division of Urology faculty at the University of California, San Diego, or UCSD, in 1977 as assistant professor. He served as Chief of Urology at the UCSD-affiliated Veterans Affairs Medical Center in La Jolla from 1977 to Since 1988, he has been Professor of Surgery/Urology at UCSD. The Board concluded that Dr. Parsons is qualified to serve as a Director because of 13

16 his extensive knowledge and experience related to the treatment of disease interstitial cystitis (IC) which is the target of the Company s main product, URG 101, of which Dr. Parsons is the inventor. Dr. Parson s work in the area of IC resulted in the discovery of the drug Elmiron for the treatment of IC, which Dr. Parson was instrumental in bringing to market in the United States and is the only orally approved medication for IC. Committees of the Board of Directors We have not appointed any members to our Audit Committee, our Compensation Committee, or our Nominating and Governance Committee. As a result, our entire Board performs the functions of each such Committee. Board Leadership Structure We have not adopted a formal policy on whether the Chairman and Chief Executive Officer positions should be separate or combined. We currently do not have a separate Chief Executive Officer position. Our Chairman, as the sole officer of our Company, acts in such capacity. Due to the small size of our Company and the limited nature of our current operations, we believe it is currently most effective to have one person, our Chairman, act as the sole officer of our Company. Please see Employment/Consulting Agreements under the heading Executive Compensation and Related Information below for a description of the arrangements that we have entered into with BioEnsemble, Ltd., an entity controlled by our Chairman, regarding the services provided by our Chairman. Director Independence Our Board of Directors has determined that none of its current members is currently independent as that term is defined under the listing standards of NASDAQ. Code of Business Conduct and Ethics Our Board of Directors has adopted a Code of Business Conduct and Ethics that applies to all our directors, officers and employees. Our Code of Business Conduct and Ethics is posted on our website We will also provide a copy of our Code of Business Conduct and Ethics to any person without charge upon request made in writing to our Company, Attention: Dan Vickery, Chair, 501 Silverside Road PMB# 95, Wilmington, DE, We intend to disclose any amendment to, or a waiver from, a provision of our Code of Business Conduct and Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions and that relates to any element of our Code of Business Conduct and Ethics by posting such information on our website Director Compensation Each of our outside directors is entitled to receive an annual retainer of $15,000 and a fee of $1,000/meeting. The Chairman of the Board is entitled to receive an additional annual retainer of $10,000. The members of the Board are also eligible for reimbursement for expenses incurred in connection with attendance at Board and committee meetings. These fees have not been paid, but have been accrued, since We have approved a compensation structure for members of our Audit Committee, Compensation Committee, and Nominating and Governance Committee, but, as noted under Committees of the Board of Directors above, we have not appointed any members to serve on such committees, and thus we have not paid, and currently have no obligation to pay, any persons for services rendered as members of such committees. If the 2014 Plan is approved by the stockholders at the Meeting as set forth in proposal no. 5, then it is expected that we will grant 2,500 shares of Common Stock to Dr. Vickery and 5,000 shares of Common Stock to Dr. Parsons under the 2014 Plan (or options with respect thereto) shortly following the Meeting (in each case after giving effect to the Reverse Split). 14

17 Required Vote and Board Recommendation The affirmative vote of the holders of a plurality of the shares of Common Stock voting at the Meeting is required for the approval of the nominees for directors. THE BOARD OF DIRECTORS DEEMS THE ELECTION OF THE NOMINEES FOR DIRECTORS TO BE IN THE BEST INTERESTS OF THE COMPANY AND ITS STOCKHOLDERS AND RECOMMENDS A VOTE FOR APPROVAL OF PROPOSAL NO

18 PROPOSAL NO. 2 APPROVAL OF THE RESTRUCTURING On April 25, 2014, we entered into the Exchange Agreement with Platinum and the Other Lenders relating to the Restructuring. The Restructuring involves: the Forbearance by Platinum and the Other Lenders from exercising their default remedies under the Existing Notes and from the pursuit of the collection of Accrued Preferred Dividends until July 1, 2014; provided, that the Forbearance shall terminate and be of no further force and effect if, among other things, the proposals described in this proxy statement are not approved by our stockholders at the Meeting; the waiver of anti-dilution adjustments to the Existing Warrants as a result of the transactions contemplated by the Exchange Agreement; provided, that the exercise price of the Existing Warrants shall be reduced (but the number of shares of Common Stock issuable thereunder shall not be increased) upon the Closing of the Restructuring to $500 (after giving effect to the Reverse Split), the conversion price set forth in the Exchange Notes; the waiver of defaults under the agreements pursuant to which the Existing Notes, the Existing Warrants and the Preferred Stock were sold to Platinum and the Other Lenders, which covenants require, among other things, the Company to maintain its status as a listed, Exchange Act reporting company; the exchange of the Existing Notes for Exchange Notes with a principal amount equal to the principal plus accrued but unpaid interest on the Existing Notes and with a maturity date on the third anniversary of the Closing; the exchange of the Preferred Stock for shares of newly-created Series D Preferred Stock; and the extension by Platinum to our Company of the Bridge Loan in the amount of $3,000,000, which Bridge Loan shall be evidenced by the issuance by the Company to Platinum of the Bridge Note. The Exchange Notes and the Bridge Note will be secured by a lien on all of our assets. If our stockholders do not approve each of the other proposals in this proxy statement, we will be unable to complete the Restructuring even if this proposal no. 2 is approved. The following is a summary of the terms of the Restructuring and the provisions of the Exchange Agreement and the other documents and instruments to be executed in connection therewith. A copy of each of the Exchange Agreement, the form of Exchange Note, the form of Bridge Note, the Certificate of Designation of the Series D Preferred Stock, the Registration Rights Agreement, the Security Agreement, the Second Amended and Restated Intercreditor Agreement and the Guaranty, which constitute Exhibits D through K, respectively, of this proxy statement, are available at and on our corporate website at and are incorporated herein by reference. THE FOLLOWING SUMMARY OF THE RESTRUCTURING, THE EXCHANGE AGREEMENT AND THE OTHER DOCUMENTS AND INSTRUMENTS TO BE EXECUTED AND/OR ISSUED IN CONNECTION THEREWITH DOES NOT PURPORT TO BE COMPLETE. IT IS INTENDED TO PROVIDE YOU WITH BASIC INFORMATION CONCERNING THE RESTRUCTURING, THE EXCHANGE AGREEMENT AND THE DOCUMENTS RELATED THERETO. IT IS NOT A SUBSTITUTE FOR REVIEWING THE EXCHANGE AGREEMENT AND THE DOCUMENTS RELATED THERETO, WHICH CONSTITUTE EXHIBITS D THROUGH K TO THIS PROXY STATEMENT. YOU SHOULD READ THIS SUMMARY IN CONJUNCTION WITH THE EXCHANGE AGREEMENT AND SUCH OTHER MATERIALS, WHICH ARE AVAILABLE AT AND ON OUR CORPORATE WEBSITE AT 16

19 Purpose and Background of the Restructuring We were formerly known as Valentis, Inc. and were formed as the result of the merger of Megabios Corp. and GeneMedicine, Inc. in March We were incorporated in Delaware on August 12, On October 5, 2006, we entered into an Agreement and Plan of Merger (the Merger Agreement ), as subsequently amended, with Urigen N.A., Inc., a Delaware corporation ( Urigen N.A. ), and Valentis Holdings, Inc., our newly formed wholly-owned subsidiary ( Valentis Holdings ). Pursuant to the Merger Agreement, on July 13, 2007, Valentis Holdings was merged with and into Urigen N.A., with Urigen N.A. surviving as our whollyowned subsidiary (the Merger ). In connection with the Merger, each Urigen stockholder received, in exchange for each share of Urigen N.A. common stock held by such stockholder immediately prior to the closing of the Merger, shares (without giving effect to the Reverse Split) of our Common Stock. At the effective time of the Merger, each share of Urigen N.A. Series B preferred stock was exchanged for shares of our Common Stock (without giving effect to the Reverse Split). An aggregate of 51,226,679 shares of our Common Stock were issued to the Urigen N.A. stockholders, in each case without giving effect to the Reverse Split. Upon completion of the Merger, we changed our name from Valentis, Inc. to Urigen Pharmaceuticals, Inc. Since the Merger, we have had limited success in raising additional outside financing, particularly equity financing. We believe that this is because of, among other things: (i) our history of having been formed through a reverse merger, (ii) the large number of our shares outstanding and the associated history of low stock prices, (iii) the limited liquidity of our Common Stock on the OTC Bulletin Board before it was deregistered, (iv) the risks associated with a company in the biotechnology area without a drug that has been approved by the U.S. Food and Drug Administration, (v) our limited infrastructure, management and personnel resources, (vi) the decline in general economic conditions nationally and internationally during the period, particularly in 2008 and thereafter and (vii) in 2012, trading halts and the de-listing of our Common Stock. On July 31, 2007, we entered into a Series B Convertible preferred stock purchase agreement with Platinum for the sale of 210 shares of our Series B Convertible preferred stock at a purchase price of $10,000 per share. We received aggregate net proceeds of $1,817,000. These shares are still outstanding and are accruing dividends at the rate of 5% per annum. As of March 31, 2014, the amount of outstanding and unpaid accrued dividends on the Series B Convertible preferred stock was $347,130. On January 9, 2009, we entered into a note purchase agreement with Platinum for the sale of 10% senior secured convertible promissory notes in the aggregate principal amount of $257,000. On April 28, 2009, we entered into an amendment to the note purchase agreement pursuant to which we issued a 10% senior secured convertible promissory note in the principal amount of $40,000. On August 13, 2009, we entered into another amendment to the note purchase agreement pursuant to which we issued a 10% senior secured convertible promissory note in the principal amount of $202,500. These notes matured on October 9, On April 19, 2010, we converted these notes plus accrued interest of $53,441 into 552,941 shares of Series C preferred stock and a five year warrant to purchase 5,529,410 shares of our Common Stock at an exercise price of $0.125 per share, in each case without giving effect to the Reverse Split. Effective March 3, 2011, the note purchase agreement dated as of January 9, 2009 was again amended and we issued a 10% senior convertible promissory note in the principal amount of $461,195 to Platinum representing accrued dividend payments on the Series C preferred stock held by Platinum and refinancing of amounts owed to Platinum on a $25,000 note issued by us on August 6, In addition, we issued another 10% senior convertible promissory note to Platinum in the principal amount of $150,000. These notes matured on September 3, 2013 and remain outstanding and unpaid. These notes are convertible at the option of Platinum into shares of Common Stock at a conversion price of $0.10 per share (without giving effect to the Reverse Split). In connection with the issuance of these notes, we issued to Platinum a five year warrant to purchase up to 6,111,948 shares of Common Stock at an initial exercise price of $0.125 per share, in each case without giving effect to the Reverse Split. We also agreed to extend the term of the warrants previously issued to Platinum to March 3, Effective October 5, 2011, we entered into another amendment to the note purchase agreement dated as of January 9, 2009 with Platinum. Pursuant to this amendment, we issued another 10% senior convertible promissory 17

20 note to Platinum in the principal amount of $300,000 which matured on October 5, 2013 and remains unpaid. The note is convertible at the option of Platinum at a conversion price of $0.10 per share (without giving effect to the Reverse Split). In connection with the issuance of this note, we issued to Platinum a five year warrant to purchase up to 3,000,000 shares of Common Stock at an exercise price of $0.125 per share, in each case not adjusted to reflect the Reverse Split. In connection with this transaction, Platinum agreed to permit us to incur up to an aggregate of $200,000 of indebtedness to additional lenders. Of that $200,000, on November 1, 2011, we sold 10% senior convertible promissory notes in the aggregate principal amount of $170,000 to certain of the Other Lenders. These notes matured on November 1, 2013 and remain unpaid. The notes are convertible into Common Stock at a conversion price of $0.10 per share (without giving effect to the Reverse Split). The purchasers received five year warrants to purchase an aggregate of up to 1,700,000 shares of Common Stock at an exercise price of $0.125 per share (in each case without giving effect to the Reverse Split). On March 14, 2012, Platinum agreed to waive any adjustment to the conversion price, warrant price or warrant shares related to warrants previously issued to Platinum which would have been triggered by the issuance of additional shares of Common Stock between October 1, 2009 and March 14, 2012, and further agreed to waive any adjustments for future issuances of shares of Common Stock to the Board, employees or consultants. On July 3, 2013, pursuant to a note and warrant purchase agreement, we sold a 10% convertible promissory note in the principal amount of $390,000 to Platinum. The note is due on the earlier of (i) the two-year anniversary of the closing date and (ii) the date that is thirty (30) days following written notice from Platinum of its election to require repayment in full of such note, which notice may not be given until at least ninety (90) days after we receive stockholder approval of the Reverse Split and the Authorized Shares Amendment as set forth in proposals nos. 3 and 4. In addition, we sold notes in the aggregate principal amount of $466,000 to certain of the Other Lenders pursuant to the July 3, 2013 note and warrant purchase agreement. As a result of the foregoing transactions, Platinum currently holds an aggregate of $1,301,195 principal amount of Existing Notes, $911,195 of which is currently past due and all of which are in default; 210 shares of Series B Preferred Stock and 552,941 shares of Series C Preferred Stock, with accrued and unpaid dividends of $347,130 and $91,383, respectively; and Existing Warrants to purchase 32,541,358 shares of Common Stock (without giving effect to the Reverse Split). The Other Lenders currently hold an aggregate of $636,000 principal amount of notes, $170,000 of which is currently past due and all of which are in default; and Existing Warrants to purchase 8,860,000 shares of Common Stock (without giving effect to the Reverse Split). The number of Existing Warrants held by the Other Lenders set forth in the immediately preceding sentence includes warrants to purchase up to 2,500,000 shares of Common Stock (without giving effect to the Reverse Split) that were issued to Dr. Parsons pursuant to the Parsons Consulting Agreement. As a result of all of the foregoing transactions, we are faced with the following situation: (i) Existing Notes which are overdue and in default, (ii) Existing Notes which are in default for failures to comply with covenants, (iii) Existing Notes which are cross-defaulted with other Existing Notes that are in default, (iv) shares of Preferred Stock which continue to accrue dividends which we are unable to pay as required, (v) a large number of shares of Common Stock outstanding and issuable upon conversion or exercise of convertible or exercisable securities resulting in, among other things, a very low per share stock valuation, and (vi) a lack of available authorized shares of Common Stock to meet our needs, including additional financing activities. We believe that in order to achieve any future growth, and obtain any additional financing, we must address the claims of Platinum and the Other Lenders, as the holders of the Existing Notes and the Preferred Stock. Since July 2013, we have been engaged in extensive discussions with Platinum regarding possible terms for a restructuring of our capitalization and additional financing in order to re-focus Urigen on the development of its products. We and Platinum discussed the feasibility of public vs. private financing transactions, the feasibility of obtaining outside financing, bankruptcy options and the terms of the Restructuring. Prior to approving the Restructuring, our Board considered various alternatives to a transaction with Platinum but, given the indebtedness owed to Platinum and the Other Lenders, and their ability to exercise remedies that could potentially put us out of business (including the seizure of our assets if their claims were not paid in full), our Board concluded that the Restructuring presented the best course of action for us at this time as it would provide the greatest potential value for our stockholders, as well as provide us with the necessary capital to pursue our strategic goals. 18