SEC Form 3
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 01/24/2024 |
3. Issuer Name and Ticker or Trading Symbol
CG Oncology, Inc. [ CGON ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Series B Preferred Stock | (1) | (1) | Common Stock | 350,771 | (1) | D | |
| Series C Preferred Stock | (1) | (1) | Common Stock | 656,839 | (1) | I | By Unique Diamond Investments Limited(2)(3) |
| Series D Preferred Stock | (1) | (1) | Common Stock | 354,353 | (1) | I | By Unique Diamond Investments Limited(2)(3) |
| Series E Preferred Stock | (1) | (1) | Common Stock | 3,930,176 | (1) | I | By Charming Jade Limited(3)(4) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Each share of the Issuer's preferred stock is convertible into shares of the Issuer's common stock at the holder's election and has no expiration date. The preferred stock will automatically convert into common stock upon the closing of the Issuer's initial public offering. |
| 2. 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. |
| 3. Each of ORI Capital Inc. and ORI Capital II Inc. is a wholly owned subsidiary of ORI Capital Holding Inc., which is a wholly owned subsidiary of Healthcare Seed Limited. Ms. Song is the sole owner of Healthcare Seed Limited. As a result of these relationships, each of the foregoing entities and Ms. Song may be deemed to share beneficial ownership over the securities held of record by Unique Diamond Investments Limited and Charming Jade Limited, except to the extent of their pecuniary interests therein. |
| 4. 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. |
| Remarks: |
| Exhibit 24 - Power of Attorney. All share numbers reported in this Form 3 reflect a 1-for-9.535 reverse stock split for the Issuer's common stock, effected by the Issuer on January 16, 2024. |
| Unique Diamond Investments Limited, By: /s/ Corleen Roche, Attorney-in-Fact for Hong Fang Song, Director | 01/24/2024 | |
| Charming Jade Limited, By: /s/ Corleen Roche, Attorney-in-Fact for Hong Fang Song, Director | 01/24/2024 | |
| ORI Healthcare Fund, L.P., By: /s/ Corleen Roche, Attorney-in-Fact for Hong Fang Song, Director of General Partner | 01/24/2024 | |
| ORI Healthcare Fund II, L.P., By: /s/ Corleen Roche, Attorney-in-Fact for Hong Fang Song, Director of General Partner | 01/24/2024 | |
| ORI Capital Inc., By: /s/ Corleen Roche, Attorney-in-Fact for Hong Fang Song, Director | 01/24/2024 | |
| ORI Capital II Inc., By: /s/ Corleen Roche, Attorney-in-Fact for Hong Fang Song, Director | 01/24/2024 | |
| ORI Capital Holding Inc., By: /s/ Corleen Roche, Attorney-in-Fact for Hong Fang Song, Director | 01/24/2024 | |
| Healthcare Seed Limited, By: /s/ Corleen Roche, Attorney-in-Fact for Hong Fang Song, Director | 01/24/2024 | |
| /s/ Corleen Roche, Attorney-in-Fact for Hong Fang Song | 01/24/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||