SC 13G/A: CG Oncology, Inc.

AI Summary

SC 13G/A filing by CG Oncology, Inc..

Risk Assessment

Risk Level: low

FAQ

Key Financial Figures

• $0.0001 — Inc. (Name of Issuer) Common stock, $0.0001 par value per share (Title of Class o

Filing Documents

• tm2411450d1_sc13ga.htm (SC 13G/A) — 108KB
• 0001104659-24-045323.txt ( ) — 110KB

From the Filing

SC 13G/A 1 tm2411450d1_sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* CG Oncology, Inc. (Name of Issuer) Common stock, $0.0001 par value per share (Title of Class of Securities) 156944100 (CUSIP Number) January 29, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: Rule 13d-1(b) Rule 13d-1(c) Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise CUSIP No. 156944100 1. Names of Reporting Persons Decheng Capital Global Life Sciences Fund IV, L.P. 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) (1) 3. SEC Use Only 4. Citizenship or Place of Organization Cayman Islands Number of Shares Beneficially Owned by Each Reporting Person With 5. Sole Voting Power 0 6. Shared Voting Power 4,958,810 (2) 7. Sole Dispositive Power 0 8. Shared Dispositive Power 4,958,810 (2) 9. Aggregate Amount Beneficially Owned by Each Reporting Person 4,958,810 (2) 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ 11. Percent of Class Represented by Amount in Row (9) 7.4% (3) 12. Type of Reporting Person (See Instructions) PN (1) This Schedule 13G is filed by Decheng Capital Global Life Sciences Fund IV, L.P. (“Fund IV”), Decheng Capital Management IV (Cayman), LLC (“GP IV”), Decheng Capital Global Healthcare Fund (Master), LP (“Healthcare”), Decheng Capital Global Healthcare GP, LLC (“Healthcare GP”) and Xiangmin Cui (“Dr. Cui” and, with Decheng IV Fund, GP IV, Healthcare and Healthcare GP, collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. (2) Consists of 4,958,810 shares of the Issuer’s Common Stock held directly by Fund IV. GP IV is the general partner of Fund IV and Dr. Cui is the sole manager of GP IV. Fund IV, GP IV and Dr. Cui may be deemed to share voting and dispositive power with respect to the shares held directly by Fund IV. (3) This calculation is based on 66,636,252 shares of Common Stock outstanding as of March 25, 2024, as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 26, 2024. 2 CUSIP No. 156944100 1. Names of Reporting Persons Decheng Capital Management IV (Cayman), LLC 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) (1) 3. SEC Use Only 4. Citizenship or Place of Organization Cayman Islands Number of Shares Beneficially Owned by Each Reporting Person With 5. Sole Voting Power 0 6. Shared Voting Power 4,958,810 (2) 7. Sole Dispositive Power 0 8. Shared Dispositive Power 4,958,810 (2) 9. Aggregate Amount Beneficially Owned by Each Reporting Person 4,958,810 (2) 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ 11. Percent of Class Represented by Amount in Row (9) 7.4% (3) 12. Type of Reporting Person (See Instructions) OO (1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. (2) Consists of 4,958,810 shares of the Issuer’s Common Stock held directly by Fund IV. GP IV is the general partner of Fund IV and Dr. Cui is the sole manager of GP IV. Fund IV, GP IV and Dr. Cui may be deemed to share voting and dispositive power with respect to the shares held directly by Fund IV. (3) This calculation is based on 66,636,252 shares of Common Stock outstanding as of March 25, 2024, as reported in the Issuer’s Annual Report on Form 10-K filed with the SEC on March 26, 2024. 3 CUSIP No. 156944100 1. Names of Reporting Persons Decheng Capital Global Healthcare Fund (Master), LP 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) (1) 3. SEC Use Only 4. Citizenship or Place of Organization Cayman Islands Number of Shares Beneficially Owned by Each Reporting Person With 5. Sole Voting Power 0 6. Shared Voting Power 500,000 (2) 7. Sole Dispositive Power 0 8. Shared Dispositive Power 500,000 (2) 9. Aggregate Amount Beneficially Own

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