SCHEDULE: CG Oncology: Seven Fleet Amends 13D on Ownership Restructuring

Seven Fleet Master Fund LP and related entities filed an amended Schedule 13D for CG Oncology, Inc., detailing an internal ownership restructuring and correcting prior reporting.

Summary

• Amendment No. 1 to Schedule 13D was filed for CG Oncology, Inc., by Seven Fleet Master Fund LP, Seven Fleet Capital Management LP, Seven Fleet Capital Management GP LLC, and Dr. Brian Liu.
• The filing reports an internal restructuring where Seven Fleet Partners LP contributed 1,515,151 shares to Seven Fleet Master Fund LP on October 6, 2025, for no consideration.
• Seven Fleet Partners LP has ceased to be a reporting person following this restructuring.
• The amendment corrects the previously identified investment manager from 'Seven Fleet Advisors' to 'Seven Fleet Capital Management LP', with 'Seven Fleet Capital Management GP LLC' as its general partner.
• Dr. Brian Liu's pecuniary interest in the shares remains unchanged despite the restructuring.
• The aggregate purchase price for the 1,515,151 shares beneficially owned by Seven Fleet Master Fund LP was approximately $49,999,983, excluding brokerage commissions.
• Dr. Brian Liu beneficially owns 1,542,833 shares, representing 2.0% of the class, which includes 27,682 options exercisable within 60 days.
• Seven Fleet Master Fund LP, Seven Fleet Capital Management LP, and Seven Fleet Capital Management GP LLC each beneficially own 1,515,151 shares, representing 1.9% of the class.
• An Amended and Restated Joint Filing Agreement was entered into on October 28, 2025, modifying the parties involved in the joint filing.

Sentiment

Score: 5

Explanation: The filing is neutral, reporting an internal restructuring and correction of beneficial ownership information without indicating any positive or negative operational or financial developments for the issuer.

Risks

• The Reporting Persons and Longitude Capital Management Co. LLC may be deemed members of a group within the meaning of Section 13(d)(3) of the Exchange Act, although the Reporting Persons expressly disclaim such group membership and beneficial ownership over Longitude's shares.

Future Outlook

No specific forward-looking statements or guidance were provided in this filing, as it primarily addresses changes in beneficial ownership and corporate structure.

Industry Context

This filing is a routine disclosure of changes in beneficial ownership and internal corporate structure for an investment entity, rather than an operational update for CG Oncology, Inc. It does not provide insights into broader industry trends or competitive landscape.

Comparison to Industry Standards

• Not applicable, as this filing pertains to an internal restructuring of an investment entity's holdings and does not present operational or financial results for comparison.

Management Changes

Corporate Governance

Legal Proceedings

• No Reporting Person has been convicted in a criminal proceeding or been party to a civil proceeding related to securities laws in the last five years.

Related Party Transactions

• Seven Fleet Partners LP contributed 1,515,151 shares to Seven Fleet Master Fund LP for no consideration as part of an internal restructuring.
• Dr. Brian Liu was granted shares (options) in consideration for his service as a director of CG Oncology, Inc.

Stakeholder Impact

• The internal restructuring of beneficial ownership by Seven Fleet entities is primarily an administrative change with minimal direct impact on shareholders, employees, customers, suppliers, or creditors of CG Oncology, Inc. The clarification of reporting persons ensures transparency for investors.

Next Steps

• No specific future actions or milestones for CG Oncology, Inc. were mentioned beyond the regulatory filing requirements for the reporting persons.

Key Dates

Keywords

CG Oncology, Seven Fleet Master Fund, Schedule 13D, Beneficial Ownership, Investment Management, Equity Stake, SEC Filing, Corporate Governance, Shareholder, Biotechnology