CGON CG Oncology Inc

CG Oncology, Inc. (Nasdaq: CGON), a late-stage clinical biopharmaceutical company focused on developing and commercializing a potential backbone bladder-sparing therapeutic for patients afflicted with bladder cancer, today announced that it has filed a registration statement on Form S-1 with the U.S. Securities and Exchange Commission (SEC) relating to a proposed underwritten public offering of 7,300,000 shares of its common stock. Additionally, an existing stockholder of CG Oncology intends to offer and sell 700,000 shares of CG Oncology’s common stock in the proposed offering. CG Oncology will not receive proceeds from the sale of the shares by the selling stockholder. Furthermore, CG Oncology intends to grant the underwriters a 30-day option to purchase from CG Oncology up to an additional 1,200,000 shares of its common stock at the public offering price, less the underwriting discounts and commissions. The public offering price has not yet been determined. The proposed offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed or as to the actual size or terms of the offering.

Morgan Stanley & Co. LLC, Goldman Sachs & Co. LLC, TD Cowen and Stifel, Nicolaus & Company, Incorporated are acting as joint book-running managers for the offering. LifeSci Capital LLC is acting as lead manager for the offering.

A registration statement relating to these securities has been filed with the SEC but has not yet become effective. A copy of the registration statement can be accessed through the SEC’s website at www.sec.gov. These securities may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective. The proposed offering will be made only by means of a prospectus. Copies of the preliminary prospectus relating to the proposed offering may be obtained, when available, from: Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014, by telephone at (866) 718-1649, or by email at prospectus@morganstanley.com; Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282, by telephone at (866) 471-2526, or by email at prospectus-ny@ny.email.gs.com; TD Securities (USA) LLC, 1 Vanderbilt Avenue, New York, New York 10017, by telephone at (855) 495-9846 or by email at TD.ECM_Prospectus@tdsecurities.com; or Stifel, Nicolaus & Company, Incorporated, Attention: Syndicate, One Montgomery Street, Suite 3700, San Francisco, CA 94104, by telephone at (415) 364-2720 or by email at syndprospectus@stifel.com.

This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About CG Oncology

CG Oncology is a late-stage clinical biopharmaceutical company focused on developing and commercializing a potential backbone bladder-sparing therapeutic for patients afflicted with bladder cancer. CG Oncology sees a world where urologic cancer patients may benefit from its innovative immunotherapies to live with dignity and have an enhanced quality of life.

Forward-Looking Statements

Any statements contained in this press release that do not describe historical facts may constitute forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements may be identified by words such as “believe,” “expect,” “may,” “plan,” “potential,” “will,” and similar expressions, and are based on CG Oncology’s current beliefs and expectations. These forward-looking statements include, but are not limited to, CG Oncology's expectations regarding the consummation, timing and size of the offering, including the offer and sale of shares by the selling stockholder, the grant of the option to purchase additional shares to the underwriters, and the satisfaction of customary closing conditions with respect to the offering. These statements involve risks and uncertainties that could cause actual results to differ materially from those reflected in such statements. Risks and uncertainties that may cause actual results to differ materially include risks and uncertainties related to market conditions, satisfaction of customary closing conditions related to the offering and other risks and uncertainties that are described in CG Oncology’s Annual Report on Form 10-K for the year ended December 31, 2023, CG Oncology’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, the preliminary prospectus related to the offering, and other filings CG Oncology makes with the SEC. Any forward-looking statements speak only as of the date of this press release and are based on information available to CG Oncology as of the date of this release, and CG Oncology assumes no obligation to, and does not intend to, update any forward-looking statements, whether as a result of new information, future events or otherwise.

Contacts

MediaSarah ConnorsVP, Communications and Patient Advocacy(508) 654-2277sarah.connors@cgoncology.com

Investor RelationsChau ChengVP, Investor Relations(949) 342-8939chau.cheng@cgoncology.com