0000950170-24-007170.txt : 20240124 0000950170-24-007170.hdr.sgml : 20240124 20240124210118 ACCESSION NUMBER: 0000950170-24-007170 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20240124 FILED AS OF DATE: 20240124 DATE AS OF CHANGE: 20240124 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Unique Diamond Investments Ltd CENTRAL INDEX KEY: 0001991263 ORGANIZATION NAME: STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41925 FILM NUMBER: 24558387 BUSINESS ADDRESS: STREET 1: C/O ROOM NOS. 4727-4734 STREET 2: 47/F, SUN HUNG KAI CENTRE CITY: WAN CHAI HONG KONG STATE: K3 ZIP: 00000 BUSINESS PHONE: 85238981505 MAIL ADDRESS: STREET 1: C/O ROOM NOS. 4727-4734 STREET 2: 47/F, SUN HUNG KAI CENTRE CITY: WAN CHAI HONG KONG STATE: K3 ZIP: 00000 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ORI Healthcare Fund II, L.P. CENTRAL INDEX KEY: 0002008322 ORGANIZATION NAME: STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41925 FILM NUMBER: 24558384 BUSINESS ADDRESS: STREET 1: C/O CG ONCOLOGY, INC. STREET 2: 400 SPECTRUM CENTER DRIVE, SUITE 2040 CITY: IRVINE STATE: CA ZIP: 92618 BUSINESS PHONE: (949) 409-3700 MAIL ADDRESS: STREET 1: C/O CG ONCOLOGY, INC. STREET 2: 400 SPECTRUM CENTER DRIVE, SUITE 2040 CITY: IRVINE STATE: CA ZIP: 92618 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Song Hong Fang CENTRAL INDEX KEY: 0002008157 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41925 FILM NUMBER: 24558388 MAIL ADDRESS: STREET 1: C/O CG ONCOLOGY, INC. STREET 2: 400 SPECTRUM CENTER DRIVE, SUITE 2040 CITY: IRVINE STATE: CA ZIP: 92618 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ORI Healthcare Fund, L.P. CENTRAL INDEX KEY: 0002008321 ORGANIZATION NAME: STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41925 FILM NUMBER: 24558385 BUSINESS ADDRESS: STREET 1: C/O CG ONCOLOGY, INC. STREET 2: 400 SPECTRUM CENTER DRIVE, SUITE 2040 CITY: IRVINE STATE: CA ZIP: 92618 BUSINESS PHONE: (949) 409-3700 MAIL ADDRESS: STREET 1: C/O CG ONCOLOGY, INC. STREET 2: 400 SPECTRUM CENTER DRIVE, SUITE 2040 CITY: IRVINE STATE: CA ZIP: 92618 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ORI Capital Holding Inc. CENTRAL INDEX KEY: 0002008596 ORGANIZATION NAME: STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41925 FILM NUMBER: 24558381 BUSINESS ADDRESS: STREET 1: C/O CG ONCOLOGY, INC. STREET 2: 400 SPECTRUM CENTER DRIVE, SUITE 2040 CITY: IRVINE STATE: CA ZIP: 92618 BUSINESS PHONE: (949) 409-3700 MAIL ADDRESS: STREET 1: C/O CG ONCOLOGY, INC. STREET 2: 400 SPECTRUM CENTER DRIVE, SUITE 2040 CITY: IRVINE STATE: CA ZIP: 92618 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ORI Capital Inc. CENTRAL INDEX KEY: 0002008328 ORGANIZATION NAME: STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41925 FILM NUMBER: 24558383 BUSINESS ADDRESS: STREET 1: C/O CG ONCOLOGY, INC. STREET 2: 400 SPECTRUM CENTER DRIVE, SUITE 2040 CITY: IRVINE STATE: CA ZIP: 92618 BUSINESS PHONE: (949) 409-3700 MAIL ADDRESS: STREET 1: C/O CG ONCOLOGY, INC. STREET 2: 400 SPECTRUM CENTER DRIVE, SUITE 2040 CITY: IRVINE STATE: CA ZIP: 92618 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ORI Capital II Inc. CENTRAL INDEX KEY: 0002008332 ORGANIZATION NAME: STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41925 FILM NUMBER: 24558382 BUSINESS ADDRESS: STREET 1: C/O CG ONCOLOGY, INC. STREET 2: 400 SPECTRUM CENTER DRIVE, SUITE 2040 CITY: IRVINE STATE: CA ZIP: 92618 BUSINESS PHONE: (949) 409-3700 MAIL ADDRESS: STREET 1: C/O CG ONCOLOGY, INC. STREET 2: 400 SPECTRUM CENTER DRIVE, SUITE 2040 CITY: IRVINE STATE: CA ZIP: 92618 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Charming Jade Ltd CENTRAL INDEX KEY: 0002008426 ORGANIZATION NAME: STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41925 FILM NUMBER: 24558386 BUSINESS ADDRESS: STREET 1: C/O CG ONCOLOGY, INC. STREET 2: 400 SPECTRUM CENTER DRIVE, SUITE 2040 CITY: IRVINE STATE: CA ZIP: 92618 BUSINESS PHONE: (949) 409-3700 MAIL ADDRESS: STREET 1: C/O CG ONCOLOGY, INC. STREET 2: 400 SPECTRUM CENTER DRIVE, SUITE 2040 CITY: IRVINE STATE: CA ZIP: 92618 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Healthcare Seed Ltd CENTRAL INDEX KEY: 0002008586 ORGANIZATION NAME: STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41925 FILM NUMBER: 24558380 BUSINESS ADDRESS: STREET 1: C/O CG ONCOLOGY, INC. STREET 2: 400 SPECTRUM CENTER DRIVE, SUITE 2040 CITY: IRVINE STATE: CA ZIP: 92618 BUSINESS PHONE: (949) 409-3700 MAIL ADDRESS: STREET 1: C/O CG ONCOLOGY, INC. STREET 2: 400 SPECTRUM CENTER DRIVE, SUITE 2040 CITY: IRVINE STATE: CA ZIP: 92618 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CG Oncology, Inc. CENTRAL INDEX KEY: 0001991792 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] ORGANIZATION NAME: 03 Life Sciences IRS NUMBER: 371611499 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 400 SPECTRUM CENTER DRIVE STREET 2: SUITE 2040 CITY: IRVINE STATE: CA ZIP: 92618 BUSINESS PHONE: (949) 419-6203 MAIL ADDRESS: STREET 1: 400 SPECTRUM CENTER DRIVE STREET 2: SUITE 2040 CITY: IRVINE STATE: CA ZIP: 92618 3 1 ownership.xml 3 X0206 3 2024-01-24 0 0001991792 CG Oncology, Inc. CGON 0002008157 Song Hong Fang C/O ROOM NOS., 4727-34, SUN HUNG KAI CENTRE, 30 HARBOUR ROAD WANCHAI K3 0000 HONG KONG true false true false 0001991263 Unique Diamond Investments Ltd C/O ROOM NOS., 4727-34, SUN HUNG KAI CENTRE, 30 HARBOUR ROAD WANCHAI K3 0000 HONG KONG false false true false 0002008426 Charming Jade Ltd C/O ROOM NOS., 4727-34, SUN HUNG KAI CENTRE, 30 HARBOUR ROAD WANCHAI K3 0000 HONG KONG false false true false 0002008321 ORI Healthcare Fund, L.P. C/O ROOM NOS., 4727-34, SUN HUNG KAI CENTRE, 30 HARBOUR ROAD WANCHAI K3 0000 HONG KONG false false true false 0002008322 ORI Healthcare Fund II, L.P. C/O ROOM NOS., 4727-34, SUN HUNG KAI CENTRE, 30 HARBOUR ROAD WANCHAI K3 0000 HONG KONG false false true false 0002008328 ORI Capital Inc. C/O ROOM NOS., 4727-34, SUN HUNG KAI CENTRE, 30 HARBOUR ROAD WANCHAI K3 0000 HONG KONG false false true false 0002008332 ORI Capital II Inc. C/O ROOM NOS., 4727-34, SUN HUNG KAI CENTRE, 30 HARBOUR ROAD WANCHAI K3 0000 HONG KONG false false true false 0002008596 ORI Capital Holding Inc. C/O ROOM NOS., 4727-34, SUN HUNG KAI CENTRE, 30 HARBOUR ROAD WANCHAI K3 0000 HONG KONG false false true false 0002008586 Healthcare Seed Ltd C/O ROOM NOS., 4727-34, SUN HUNG KAI CENTRE, 30 HARBOUR ROAD WANCHAI K3 0000 HONG KONG false false true false Series B Preferred Stock Common Stock 350771 D Series C Preferred Stock Common Stock 656839 I By Unique Diamond Investments Limited Series D Preferred Stock Common Stock 354353 I By Unique Diamond Investments Limited Series E Preferred Stock Common Stock 3930176 I By Charming Jade Limited 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. 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. 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. 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. 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 2024-01-24 Charming Jade Limited, By: /s/ Corleen Roche, Attorney-in-Fact for Hong Fang Song, Director 2024-01-24 ORI Healthcare Fund, L.P., By: /s/ Corleen Roche, Attorney-in-Fact for Hong Fang Song, Director of General Partner 2024-01-24 ORI Healthcare Fund II, L.P., By: /s/ Corleen Roche, Attorney-in-Fact for Hong Fang Song, Director of General Partner 2024-01-24 ORI Capital Inc., By: /s/ Corleen Roche, Attorney-in-Fact for Hong Fang Song, Director 2024-01-24 ORI Capital II Inc., By: /s/ Corleen Roche, Attorney-in-Fact for Hong Fang Song, Director 2024-01-24 ORI Capital Holding Inc., By: /s/ Corleen Roche, Attorney-in-Fact for Hong Fang Song, Director 2024-01-24 Healthcare Seed Limited, By: /s/ Corleen Roche, Attorney-in-Fact for Hong Fang Song, Director 2024-01-24 /s/ Corleen Roche, Attorney-in-Fact for Hong Fang Song 2024-01-24 EX-24 2 cgon-ex24.htm EX-24 EX-24

 

Exhibit 24

POWER OF ATTORNEY

 

With respect to holdings of and transactions in securities issued by CG Oncology, Inc. (the “Company”), the undersigned hereby constitutes and appoints the individuals named on Schedule A attached hereto and as may be amended from time to time, or any of them signing singly, with full power of substitution and resubstitution, to act as the undersigned’s true and lawful attorney-in-fact to:

 

1.
prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the United States Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain and/or regenerate codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934, as amended, or any rule or regulation of the SEC;

 

2.
execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and director of the Company, Forms 3, 4 and 5 (including amendments thereto) in accordance with Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder and a Form ID, Uniform Application for Access Codes to File on EDGAR;

 

3.
do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Forms 3, 4 or 5 or Form ID, complete and execute any amendment or amendments thereto, and timely file such forms with the SEC and any stock exchange or similar authority; and

 

4.
take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in- fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution and resubstitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorneys-in-fact substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.

 

The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended.

 

The undersigned agrees that each such attorney-in-fact herein may rely entirely on information furnished orally or in writing by the undersigned to such attorney-in-fact. The undersigned also agrees to indemnify and hold harmless the Company and each such attorney- in-fact against any losses, claims, damages or liabilities (or actions in these respects) that arise out of or are based upon any untrue statements or omission of necessary facts in the information provided by the undersigned to such attorney-in fact for purposes of executing, acknowledging, delivering or filing Forms 3, 4 or 5 (including amendments thereto) or Form ID and agrees to reimburse the Company and such attorney-in-fact for any legal or other expenses reasonably incurred in connection with investigating or defending against any such loss, claim, damage, liability or action.

 

 

This Power of Attorney supersedes any power of attorney previously executed by the undersigned regarding the purposes outlined in the first paragraph hereof (“Prior Powers of Attorney”), and the authority of the attorneys-in-fact named in any Prior Powers of Attorney is hereby revoked.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 or 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier (a) revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact or (b) superseded by a new power of attorney regarding the purposes outlined in the first paragraph hereof dated as of a later date.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of January 4, 2024.

 

Signature:

/s/ Hong Fang Song

Name:

Hong Fang Song

 

 

Schedule A

Individuals Appointed as Attorney-in-Fact with Full Power of Substitution and Resubstitution

 

Arthur Kuan, Chief Executive Officer

Corleen Roche, Chief Financial Officer and Secretary

Amy Steele, VP, Finance, Accounting and Administration