Amendment: SEC Form SCHEDULE 13G/A filed by CG Oncology Inc.
$CGON
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)
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CG Oncology, Inc. (Name of Issuer) |
Common stock, $0.0001 par value per share (Title of Class of Securities) |
156944100 (CUSIP Number) |
12/31/2024 (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)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 156944100 |
| 1 | Names of Reporting Persons
Unique Diamond Investments Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
586,982.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: *This calculation is based on 76,037,858 shares of Common stock, $0.0001 par value per share ("Common Stock") outstanding as of December 16, 2024, as disclosed in the Issuer's Form 424B4 Prospectus filed by the Company on December 13, 2024 based on the number of shares of Common Stock to be outstanding if the underwriters exercised their option to purchase additional shares of Common Stock in full.
SCHEDULE 13G
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| CUSIP No. | 156944100 |
| 1 | Names of Reporting Persons
ORI Healthcare Fund, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
586,982.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: *This calculation is based on 76,037,858 shares of Common Stock outstanding as of December 16, 2024, as disclosed in the Issuer's Form 424B4 Prospectus filed by the Company on December 13, 2024 based on the number of shares of Common Stock to be outstanding if the underwriters exercised their option to purchase additional shares of Common Stock in full.
SCHEDULE 13G
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| CUSIP No. | 156944100 |
| 1 | Names of Reporting Persons
ORI Capital Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
586,982.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: *This calculation is based on 76,037,858 shares of Common Stock outstanding as of December 16, 2024, as disclosed in the Issuer's Form 424B4 Prospectus filed by the Company on December 13, 2024 based on the number of shares of Common Stock to be outstanding if the underwriters exercised their option to purchase additional shares of Common Stock in full.
SCHEDULE 13G
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| CUSIP No. | 156944100 |
| 1 | Names of Reporting Persons
ORI Capital Holding Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
586,982.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: *This calculation is based on 76,037,858 shares of Common Stock outstanding as of December 16, 2024, as disclosed in the Issuer's Form 424B4 Prospectus filed by the Company on December 13, 2024 based on the number of shares of Common Stock to be outstanding if the underwriters exercised their option to purchase additional shares of Common Stock in full.
SCHEDULE 13G
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| CUSIP No. | 156944100 |
| 1 | Names of Reporting Persons
Charming Jade Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,003,931.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: *This calculation is based on 76,037,858 shares of Common Stock outstanding as of December 16, 2024, as disclosed in the Issuer's Form 424B4 Prospectus filed by the Company on December 13, 2024 based on the number of shares of Common Stock to be outstanding if the underwriters exercised their option to purchase additional shares of Common Stock in full.
SCHEDULE 13G
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| CUSIP No. | 156944100 |
| 1 | Names of Reporting Persons
ORI Healthcare Fund II, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,003,931.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: *This calculation is based on 76,037,858 shares of Common Stock outstanding as of December 16, 2024, as disclosed in the Issuer's Form 424B4 Prospectus filed by the Company on December 13, 2024 based on the number of shares of Common Stock to be outstanding if the underwriters exercised their option to purchase additional shares of Common Stock in full.
SCHEDULE 13G
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| CUSIP No. | 156944100 |
| 1 | Names of Reporting Persons
ORI Capital II Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,003,931.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: *This calculation is based on 76,037,858 shares of Common Stock outstanding as of December 16, 2024, as disclosed in the Issuer's Form 424B4 Prospectus filed by the Company on December 13, 2024 based on the number of shares of Common Stock to be outstanding if the underwriters exercised their option to purchase additional shares of Common Stock in full.
SCHEDULE 13G
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| CUSIP No. | 156944100 |
| 1 | Names of Reporting Persons
ORI Holding II Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,003,931.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: *This calculation is based on 76,037,858 shares of Common Stock outstanding as of December 16, 2024, as disclosed in the Issuer's Form 424B4 Prospectus filed by the Company on December 13, 2024 based on the number of shares of Common Stock to be outstanding if the underwriters exercised their option to purchase additional shares of Common Stock in full.
SCHEDULE 13G
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| CUSIP No. | 156944100 |
| 1 | Names of Reporting Persons
Healthcare Seed Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,590,913.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
4.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: *This calculation is based on 76,037,858 shares of Common Stock outstanding as of December 16, 2024, as disclosed in the Issuer's Form 424B4 Prospectus filed by the Company on December 13, 2024 based on the number of shares of Common Stock to be outstanding if the underwriters exercised their option to purchase additional shares of Common Stock in full.
SCHEDULE 13G
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| CUSIP No. | 156944100 |
| 1 | Names of Reporting Persons
SONG, Hong Fang | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
HONG KONG
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,211,341.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: *This calculation is based on 76,037,858 shares of Common Stock outstanding as of December 16, 2024, as disclosed in the Issuer's Form 424B4 Prospectus filed by the Company on December 13, 2024 based on the number of shares of Common Stock to be outstanding if the underwriters exercised their option to purchase additional shares of Common Stock in full.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
CG Oncology, Inc. | |
| (b) | Address of issuer's principal executive offices:
400 Spectrum Center Drive, Suite 2040, Irvine, California, 92618 | |
| Item 2. | ||
| (a) | Name of person filing:
Unique Diamond Investments Limited
Charming Jade Limited
ORI Healthcare Fund, L.P.
ORI Healthcare Fund II, L.P.
ORI Capital Inc.
ORI Capital II Inc.
ORI Capital Holding Inc.
ORI Holding II Inc.
Healthcare Seed Limited
SONG, Hong Fang
Unique Diamond Investments Limited is a wholly owned subsidiary of ORI Healthcare Fund, L.P. ORI Capital Inc. is the general partner of ORI Healthcare Fund, L.P. and a wholly owned subsidiary of ORI Capital Holding Inc. Charming Jade Limited is a wholly owned subsidiary of ORI Healthcare Fund II, L.P. ORI Capital II Inc. is the general partner of ORI Healthcare Fund II, L.P. and a wholly owned subsidiary of ORI Holding II Inc. Each of ORI Capital Holding Inc. and ORI Holding II Inc. is a wholly owned subsidiary of Healthcare Seed Limited. Ms. Song is the sole owner of Healthcare Seed Limited.
Each of the foregoing parties is referred to as a "Reporting Person" and collectively, as the "Reporting Persons." | |
| (b) | Address or principal business office or, if none, residence:
The principal business office of each of the Reporting Persons is C/O Room Nos., 4727-34, Sun Hung Kai Centre, 30 Harbour Road, Wanchai, Hong Kong.
| |
| (c) | Citizenship:
The citizenship or place of organization of each of the Reporting Persons is set forth on such Reporting Person's cover page. | |
| (d) | Title of class of securities:
Common stock, $0.0001 par value per share | |
| (e) | CUSIP No.:
156944100 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
| |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The information set forth in rows 5 through 11 of the cover pages to this Schedule 13G is incorporated by reference. The reported percentages are based upon 76,037,858 shares of Common Stock outstanding as of December 16, 2024, as disclosed in the Issuer's Form 424B4 Prospectus filed by the Company on December 13, 2024 based on the number of shares of Common Stock to be outstanding if the underwriters exercised their option to purchase additional shares of Common Stock in full.
Unique Diamond Investments Limited directly owns 586,982 shares of Common Stock, which represents approximately 0.8% of the outstanding shares of Common Stock, and Charming Jade Limited directly owns 3,003,931 shares of Common Stock, which represents approximately 4.0% of the outstanding shares of Common Stock. Unique Diamond Investments Limited is a wholly-owned subsidiary of ORI Healthcare Fund, L.P. ORI Capital Inc. is the general partner of ORI Healthcare Fund, L.P. and may be deemed to have voting, investment and dispositive power with respect to these securities. ORI Capital Inc. is a wholly-owned subsidiary of ORI Capital Holding Inc, which is a wholly-owned subsidiary of Healthcare Seed Limited. Charming Jade Limited is a wholly-owned subsidiary of ORI Healthcare Fund II, L.P. ORI Capital II Inc. is the general partner of ORI Healthcare Fund II, L.P. and may be deemed to have voting, investment and dispositive power with respect to these securities. ORI Capital II Inc. is a wholly-owned subsidiary of ORI Holding II Inc., which is a wholly-owned Subsidiary of Healthcare Seed Limited. Healthcare Seed Limited, as a result, may be deemed to beneficially own 3,590,913 shares of Common Stock held by Unique Diamond Investments Limited and Charming Jade Limited, which represents approximately 4.7% of the outstanding shares of Common Stock. As the sole owner of Healthcare Seed Limited, Ms. Song may be deemed to beneficially own 4,211,341 shares of Common Stock, which includes 613,928 shares of Common Stock held directly by Ms. Song and 6,500 shares of Common Stock underlying options held by Ms. Song that are exercisable as of December 31, 2024 or that will become exercisable within 60 days after such date, which represents approximately 5.5% of the outstanding shares of Common Stock. | |
| (b) | Percent of class:
See above. | |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
(1) Unique Diamond Investments Limited: 586,982 shares of Common Stock;
(2) ORI Healthcare Fund, L.P.: 586,982 shares of Common Stock;
(3) ORI Capital Inc.: 586,982 shares of Common Stock;
(4) ORI Capital Holding Inc.: 586,982 shares of Common Stock;
(5) Charming Jade Limited: 3,003,931 shares of Common Stock;
(6) ORI Healthcare Fund II, L.P.: 3,003,931 shares of Common Stock;
(7) ORI Capital II Inc.: 3,003,931 shares of Common Stock;
(8) ORI Holding II Inc.: 3,003,931 shares of Common Stock;
(9) Healthcare Seed Limited: 3,590,913 shares of Common Stock; and
(10) SONG, Hong Fang: 4,211,341 shares of Common Stock.
| ||
| (ii) Shared power to vote or to direct the vote:
None. | ||
| (iii) Sole power to dispose or to direct the disposition of:
(1) Unique Diamond Investments Limited: 586,982 shares of Common Stock;
(2) ORI Healthcare Fund, L.P.: 586,982 shares of Common Stock;
(3) ORI Capital Inc.: 586,982 shares of Common Stock;
(4) ORI Capital Holding Inc.: 586,982 shares of Common Stock;
(5) Charming Jade Limited: 3,003,931 shares of Common Stock;
(6) ORI Healthcare Fund II, L.P.: 3,003,931 shares of Common Stock;
(7) ORI Capital II Inc.: 3,003,931 shares of Common Stock;
(8) ORI Holding II Inc.: 3,003,931 shares of Common Stock;
(9) Healthcare Seed Limited: 3,590,913 shares of Common Stock; and
(10) SONG, Hong Fang: 4,211,341 shares of Common Stock.
| ||
| (iv) Shared power to dispose or to direct the disposition of:
None. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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