SCHEDULE: Longitude Capital Boosts CG Oncology Stake to 6%

Longitude Capital and its affiliates, including Patrick G. Enright and Juliet Tammenoms Bakker, have increased their beneficial ownership in CG Oncology, Inc. to 6.0%, triggering a Schedule 13D filing.

Summary

• Longitude Capital entities and individuals (Patrick G. Enright, Juliet Tammenoms Bakker) collectively beneficially own 4,662,268 shares of CG Oncology, Inc. Common Stock.
• This represents 6.0% of the company's outstanding Common Stock, based on 77,762,732 shares outstanding as of September 11, 2025.
• The filing is a Schedule 13D, indicating a change from a previous Schedule 13G filing, suggesting a more active investment stance.
• The Reporting Persons hold the securities for general investment purposes and may acquire or dispose of additional shares.
• Brian Liu, a managing director at Longitude Capital Management Co. LLC (LCM), serves on CG Oncology's board of directors and expects to engage in discussions regarding the Issuer's operations and strategic direction.
• Longitude Venture Partners IV, L.P. (LVPIV) holds 3,190,463 shares (4.1%), and Longitude Prime Fund, L.P. (LPF) holds 1,471,805 shares (1.9%).
• Seven Fleet Advisors LLC, an affiliate, purchased an additional 1,515,151 shares (1.9%) on September 11, 2025, though the Reporting Persons disclaim group membership with Seven Fleet.

Sentiment

Score: 7

Explanation: The filing indicates a significant and active investment by a venture capital firm, with board representation and an intent to engage in strategic discussions. This suggests confidence in the company's future, although the shift to a 13D could also signal a more activist stance, which has mixed implications.

Positives

• Significant investment by Longitude Capital and its affiliates, indicating confidence in CG Oncology's prospects.
• A managing director from Longitude Capital serves on the board, suggesting active engagement and potential strategic guidance for the company.
• The shift from a 13G to a 13D filing implies a more engaged investor, which could be seen positively by some as it signals a deeper commitment or intent to influence.

Risks

• The Reporting Persons may increase or decrease their investment at any time, depending on market conditions and other factors, which could impact share price volatility.
• The Reporting Persons expressly disclaim status as a 'group' for purposes of this Schedule 13D, but also note that they and Seven Fleet may be deemed to be members of a group, which could lead to regulatory scrutiny or different interpretations of beneficial ownership.
• The potential for discussions regarding the Issuer's operations and strategic direction by a board member affiliated with the Reporting Persons could lead to changes in company strategy that may not align with all shareholders' interests.

Future Outlook

The Reporting Persons intend to review their investment on a continuing basis and may increase or decrease their holdings depending on market conditions, company prospects, and other investment opportunities. Brian Liu, a managing director at LCM and a board member of CG Oncology, expects to engage in discussions regarding the Issuer's operations and strategic direction.

Management Comments

• The Reporting Persons hold the securities of the Issuer for general investment purposes.
• The Reporting Persons may, from time to time, depending on prevailing market, economic and other conditions, acquire additional shares of Common Stock or other securities of the Issuer, dispose of any such securities, or engage in discussions with the Issuer concerning such acquisitions or dispositions or further investments in the Issuer.
• Mr. Liu, as well as other representatives of LCM or the Reporting Entities, expect to engage in communications from time to time with one or more shareholders, officers or members of the Issuer, including discussions regarding the Issuer's operations and strategic direction and ideas that, if effected, could result in, among other things, any of the matters identified in Item 4(a)-(j) of Schedule 13D.

Industry Context

This filing reflects a common practice in the biotechnology and pharmaceutical sectors where venture capital firms make significant early-stage and follow-on investments in promising companies. The active board representation and stated intent to discuss strategic direction are typical for venture capital investors seeking to maximize their investment returns in high-growth, high-risk industries like oncology.

Corporate Governance

Related Party Transactions

• LPF purchased 3,512,646 shares of Series C preferred stock from Lepu Holdings Limited in July 2023, an entity affiliated with Jue Pu, a former director of the Issuer.
• LPF purchased 3,107,520 shares of Series C preferred stock from Abundant Supply Global Limited in October 2023, an entity affiliated with ORI Capital, a greater than 5% stockholder of the Issuer.

Stakeholder Impact

• Shareholders: The increased beneficial ownership and potential for active engagement from Longitude Capital, including board representation, could lead to strategic shifts that may benefit or challenge existing shareholder interests. The registration rights agreement provides liquidity options for certain large shareholders.
• Management/Board: The presence of a Longitude Capital representative on the board and the stated intent to discuss strategic direction could influence management decisions and corporate strategy.

Next Steps

• Reporting Persons will continue to review their investment in CG Oncology.
• Reporting Persons may acquire additional shares, dispose of existing shares, or engage in further investment discussions.
• Brian Liu, a board member affiliated with the Reporting Persons, expects to engage in discussions regarding CG Oncology's operations and strategic direction.

Key Dates

Recommendation

This Schedule 13D filing reveals that Longitude Capital and its affiliates, including key individuals, have increased their beneficial ownership in CG Oncology to 6.0%. The transition from a Schedule 13G to a 13D indicates a more active investment posture, with a representative on the board and an explicit intent to engage in discussions regarding the Issuer's operations and strategic direction. While this signals strong institutional confidence and potential for strategic guidance, it is not a direct indicator of immediate financial performance. The filing details past investment transactions but does not provide new financial results or forward-looking guidance from the company itself. Therefore, a 'hold' recommendation is appropriate, recognizing the positive signal of committed institutional investment and potential for future value creation through active engagement, but advising investors to await further operational and financial updates before making more aggressive investment decisions.

Keywords

CG Oncology, Longitude Capital, Schedule 13D, Beneficial Ownership, Investment, Biotechnology, Venture Capital, Shareholder, Equity Stake, Form 10-Q