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)
   
x 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 subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

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) x (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) x (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) x (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 Owned by Each Reporting Person

500,000 (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)

0.8% (3)

12.

Type of Reporting Person (See Instructions)

PN

       

(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 500,000 shares of the Issuer’s Common Stock held directly by Healthcare. Healthcare GP is the general partner of Healthcare and Dr. Cui is the indirect managing member and ultimate beneficial owner of Healthcare GP. Healthcare, Healthcare GP and Dr. Cui may be deemed to share voting and dispositive power with respect to the shares held directly by Healthcare.

 

(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.

 

4

 

 

CUSIP No.   156944100
1.

Names of Reporting Persons

Decheng Capital Global Healthcare GP, LLC

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ¨ (b) x (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 Owned by Each Reporting Person

500,000 (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)

0.8% (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 500,000 shares of the Issuer’s Common Stock held directly by Healthcare. Healthcare GP is the general partner of Healthcare and Dr. Cui is the indirect managing member and ultimate beneficial owner of Healthcare GP. Healthcare, Healthcare GP and Dr. Cui may be deemed to share voting and dispositive power with respect to the shares held directly by Healthcare.

 

(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.

 

5

 

 

CUSIP No.   156944100
1.

Names of Reporting Persons

Xiangmin Cui

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ¨ (b) x (1) 
3. SEC Use Only
4.

Citizenship or Place of Organization

United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

5.

Sole Voting Power

0

6.

Shared Voting Power

5,458,810 (2)

7.

Sole Dispositive Power

0

8.

Shared Dispositive Power

5,458,810 (2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

5,458,810 (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)

8.2% (3)

12.

Type of Reporting Person (See Instructions)

IN

       

(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 (i) 4,958,810 shares of the Issuer’s Common Stock held directly by Fund IV; and (ii) 500,000 shares of the Issuer’s Common Stock held directly by Healthcare. GP IV is the general partner of Fund IV and Dr. Cui is the sole manager of the 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. Healthcare GP is the general partner of Healthcare and Dr. Cui is the indirect managing member and ultimate beneficial owner of Healthcare GP. Healthcare, Healthcare GP and Dr. Cui may be deemed to share voting and dispositive power with respect to the shares held directly by Healthcare.

 

(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.

 

6

 

 

Explanatory Note: This Amendment No. 1 to Schedule 13G amends the Schedule 13G originally filed by the Reporting Persons on February 8, 2024 to correct the total shareholdings of Fund IV, which were inadvertently misstated in the original filing.

 

7

 

 

Item 1.
  (a)

Name of Issuer

 

CG Oncology, Inc.

     
  (b)

Address of Issuer’s Principal Executive Offices

 

400 Spectrum Center Drive, Suite 2040, Irvine, CA 92618

 
Item 2.
  (a)

Name of Person Filing

 

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”)

Xiangmin Cui (“Dr. Cui”)
     
  (b)

Address of Principal Business Office or, if none, Residence

 

3000 Sand Hill Road, Building 2, Suite 110, Menlo Park, CA 94025

 

  (c) Citizenship    
    Entities: Fund IV -  Cayman Islands
      GP IV -  Cayman Islands
      Healthcare -  Cayman Islands
      Healthcare GP -  Cayman Islands
           
    Individuals: Dr. Cui -  United States

 

  (d)

Title of Class of Securities

 

Common Stock, $0.0001 par value (“Common Stock”)
     
  (e)

CUSIP Number

 

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:
   
  Not applicable

 

8

 

 

Item 4. Ownership

 

The following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1 is provided as of April 9, 2024:

 

Reporting
Persons
  Shares Held
Directly
   Sole
Voting
Power
  Shared
Voting
Power
  Sole
Dispositive
Power
  Shared
Dispositive
Power
  Beneficial
Ownership
  Percentage
of Class (3)
 
Fund IV (1)    4,958,810       4,958,810       4,958,810   4,958,810   7.4%
GP IV (1)            4,958,810       4,958,810   4,958,810   7.4%
Healthcare (2)    500,000       500,000       500,000   500,000   0.8%
Healthcare GP (2)            500,000       500,000   500,000   0.8%
Dr. Cui (1) (2)            5,458,810       5,458,810   5,458,810   8.2%

 

(1)Includes 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.

 

(2)Includes of 500,000 shares of the Issuer’s Common Stock held directly by Healthcare. Healthcare GP is the general partner of Healthcare and Dr. Cui is the indirect managing member and ultimate beneficial owner of Healthcare GP. Healthcare, Healthcare GP and Dr. Cui may be deemed to share voting and dispositive power with respect to the shares held directly by Healthcare.

 

(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.

 

Item 5. Ownership of Five Percent or Less of a Class
   
  If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   ¨
 
Item 6. Ownership of More than Five 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
 
Item 10. Certification
   
  By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect.
   

9

 

 

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.

 

Dated: April 9, 2024

 

  Decheng Capital Global Life Sciences Fund IV, L.P.
   
  By its General Partner
  Decheng Capital Management IV (Cayman), LLC
   
  By: /s/ Xiangmin Cui
  Name: Xiangmin Cui
  Title: Manager
   
  Decheng Capital Management IV (Cayman), LLC
   
  By: /s/ Xiangmin Cui
  Name: Xiangmin Cui
  Title: Manager
   
  Decheng Capital Global Healthcare Fund (Master), LP
   
  By its General Partner
  Decheng Capital Global Healthcare GP, LLC
   
  By its Manager
  Decheng Capital SV LLC
   
  By its Manager
  Decheng Capital LLC
   
  By: /s/ Xiangmin Cui
  Name: Xiangmin Cui
  Title: Manager
   
  Decheng Capital Global Healthcare GP, LLC
   
  By its Manager
  Decheng Capital SV LLC
   
  By its Manager
  Decheng Capital LLC
   
  By: /s/ Xiangmin Cui
  Name: Xiangmin Cui
  Title: Manager
   
  /s/ Xiangmin Cui

 

  ATTENTION  
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

 

10

 

 

Exhibit(s):

 

AJoint Filing Agreement

 

11

 

 

EXHIBIT A

 

JOINT FILING AGREEMENT

 

We, the undersigned, hereby express our agreement that the attached Schedule 13G (or any amendments thereto) relating to the Common Stock of CG Oncology, Inc. is filed on behalf of each of us.

 

Dated: April 9, 2024

 

  Decheng Capital Global Life Sciences Fund IV, L.P.
   
  By its General Partner
  Decheng Capital Management IV (Cayman), LLC
   
  By: /s/ Xiangmin Cui
  Name: Xiangmin Cui
  Title: Manager
   
  Decheng Capital Management IV (Cayman), LLC
   
  By: /s/ Xiangmin Cui
  Name: Xiangmin Cui
  Title: Manager
   
  Decheng Capital Global Healthcare Fund (Master), LP
   
  By its General Partner
  Decheng Capital Global Healthcare GP, LLC
   
  By its Manager
  Decheng Capital SV LLC
   
  By its Manager
  Decheng Capital LLC
   
  By: /s/ Xiangmin Cui
  Name: Xiangmin Cui
  Title: Manager
   
  Decheng Capital Global Healthcare GP, LLC
   
  By its Manager
  Decheng Capital SV LLC
   
  By its Manager
  Decheng Capital LLC
   
  By: /s/ Xiangmin Cui
  Name: Xiangmin Cui
  Title: Manager
   
  /s/ Xiangmin Cui