CGON 10-Q

CG Oncology, Inc. (CGON)

10-Q 2024-05-09 For: 2024-03-31

View Original

Added on April 12, 2026


Delaware	37-1611499
( State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
400 Spectrum Center Drive, Suite 2040 Irvine, CA	92618
(Address of principal executive offices)	(Zip Code)


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒


		Page

PART I.	FINANCIAL INFORMATION

Item 1.	Condensed Financial Statements (unaudited)	1
	Condensed Balance Sheets	1
	Condensed Statements of Operations and Comprehensive Loss	2
	Condensed Statements of Redeemable Convertible Preferred Stock and Stockholders’ Deficit	3
	Condensed Statements of Cash Flows	4
	Notes to Condensed Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	23
Item 4.	Controls and Procedures	24

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings	25
Item 1A.	Risk Factors	25
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26
Item 3.	Defaults Upon Senior Securities	26
Item 4.	Mine Safety Disclosures	26
Item 5.	Other Information	26
Item 6.	Exhibits	27
Signatures		28


	March 31,			December 31,
	2024			2023
Assets	(unaudited)
Current assets:
Cash and cash equivalents	$	77,468		$	8,266
Marketable securities		489,040			179,408
Prepaid expenses and other current assets		11,949			6,358
Accounts receivable - other		153			92
Total current assets		578,610			194,124
Property and equipment, net		77			69
Operating lease right-of-use assets		368			422
Other assets		53			19
Deferred offering costs		—			4,667
Total assets	$	579,108		$	199,301
Liabilities, Convertible Preferred Stock and Stockholders’ Equity (Deficit)
Current liabilities:
Accounts payable	$	4,658		$	3,242
Success fee liability, current portion		—			352
Operating lease liabilities, current portion		220			217
Accrued expenses and other current liabilities		5,106			10,443
Total current liabilities		9,984			14,254
Success fee liability, non-current		—			13
Operating lease liabilities, net of current portion		184			244
Total liabilities		10,168			14,511
Commitments and contingencies (Note 5)
Redeemable convertible preferred stock:
Series A-1 redeemable convertible preferred stock, $0.0001 par value per share; zero and 5,075,000 shares authorized, issued and outstanding as of March 31, 2024 and December 31, 2023, respectively; liquidation value of $0 and $3,570 as of March 31, 2024 and December 31, 2023, respectively		—			3,570
Series B redeemable convertible preferred stock, $0.0001 par value per share; zero and 11,973,000 shares authorized, issued and outstanding as of March 31, 2024 and December 31, 2023; liquidation value of $0 and $10,000 as of March 31, 2024 and December 31, 2023, respectively		—			10,000
Series C redeemable convertible preferred stock, $0.0001 par value per share; zero and 73,598,283 shares authorized, issued and outstanding as of March 31, 2024 and December 31, 2023, respectively; liquidation value of $0 and $22,000 as of March 31, 2024 and December 31, 2023, respectively		—			22,000
Series D redeemable convertible preferred stock, $0.0001 par value per share; zero and 53,271,754 shares authorized, issued and outstanding as of March 31, 2024 and December 31, 2023, respectively; liquidation value of $0 and $47,300 as of March 31, 2024 and December 31, 2023, respectively		—			47,300
Series E redeemable convertible preferred stock, $0.0001 par value per share; zero and 112,422,700 shares authorized, issued and outstanding as of March 31, 2024 and December 31, 2023, respectively; liquidation value of $0 and $120,000 as of March 31, 2024 and December 31, 2023, respectively		—			120,000
Series F redeemable convertible preferred stock, $0.0001 par value per share; zero and 81,587,937 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively; liquidation value of $0 and $105,020 as of March 31, 2024 and December 31, 2023, respectively		—			105,020
Stockholders’ equity (deficit):
Common stock, $0.0001 par value per share; 700,000,000 and 493,530,000 shares authorized as of March 31, 2024 and December 31, 2023, respectively; 66,636,252 and 5,222,283 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively		7			—
Additional paid-in capital		715,807			6,842
Accumulated deficit		(146,874	)		(129,942	)
Total stockholders' equity (deficit)		568,940			(123,100	)
Total liabilities, redeemable convertible preferred stock and stockholders' equity (deficit)	$	579,108		$	199,301


	Three Months Ended March 31,
	2024			2023
Revenues
Research and collaboration revenue	$	529		$	194
Operating expenses
Research and development		17,210			7,842
General and administrative		5,788			2,073
Total operating expenses		22,998			9,915
Loss from operations		(22,469	)		(9,721	)
Other income (expense), net:
Interest income, net		5,546			1,046
Other (expense) income, net:		(9	)		8
Total other income (expense), net		5,537			1,054
Net loss and comprehensive loss		(16,932	)		(8,667	)
Cumulative redeemable convertible preferred stock dividends		—			(3,734	)
Net loss attributable to common stockholders	$	(16,932	)	$	(12,401	)
Net loss per share , basic and diluted	$	(0.36	)	$	(3.22	)
Weighted average shares of common stock outstanding, basic and diluted		47,064,768			3,855,383


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


	Series A-1 Redeemable Convertible Preferred Stock						Series B Redeemable Convertible Preferred Stock						Series C Redeemable Convertible Preferred Stock						Series D Redeemable Convertible Preferred Stock						Series E Redeemable Convertible Preferred Stock												Common Stock				Additional Paid-in		Accumulated			Total Stockholders'
	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount									Shares		Amount		Capital		Deficit			Deficit
Balance as of December 31, 2022		5,075,000		$	3,570			11,973,000		$	10,000			73,598,283		$	22,000			53,271,754		$	47,300			112,422,700		$	120,000									3,842,694	$	—	$	3,642	$	(81,335	)	$	(77,693	)
Issuance of common stock		—			—			—			—			—			—			—			—			—			—									13,656		—		68		—			68
Stock-based compensation expense		—			—			—			—			—			—			—			—			—			—									—		—		179		—			179
Net loss		—			—			—			—			—			—			—			—			—			—											—				(8,667	)		(8,667	)
Balance as of March 31, 2023		5,075,000		$	3,570			11,973,000		$	10,000			73,598,283		$	22,000			53,271,754		$	47,300			112,422,700		$	120,000									3,856,350	$	—	$	3,889	$	(90,002	)	$	(86,113	)
	Series A-1 Redeemable Convertible Preferred Stock						Series B Redeemable Convertible Preferred Stock						Series C Redeemable Convertible Preferred Stock						Series D Redeemable Convertible Preferred Stock						Series E Redeemable Convertible Preferred Stock						Series F Redeemable Convertible Preferred Stock						Common Stock				Additional Paid-in		Accumulated			Total Stockholders'
	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount			Shares		Amount		Capital		Deficit			Deficit
Balance as of December 31, 2023		5,075,000		$	3,570			11,973,000		$	10,000			73,598,283		$	22,000			53,271,754		$	47,300			112,422,700		$	120,000			81,587,937		$	105,020			5,222,283	$	—	$	6,842	$	(129,942	)	$	(123,100	)
Conversion of redeemable convertible preferred stock		(5,075,000	)		(3,570	)		(11,973,000	)		(10,000	)		(73,598,283	)		(22,000	)		(53,271,754	)		(47,300	)		(112,422,700	)		(120,000	)		(81,587,937	)		(105,020	)		38,413,909		4		307,886		—			307,890
Issuance of common stock in connection with an initial public offering, net of issuance costs		—			—			—			—			—			—			—			—			—			—			—			—			23,000,000		3		399,562		—			399,565
Issuance of common stock		—			—			—			—			—			—			—			—			—			—			—			—			60		—		—		—			—
Stock-based compensation expense		—			—			—			—			—			—			—			—			—			—			—			—			—		—		1,517		—			1,517
Net loss		—			—			—			—			—			—			—			—			—			—			—			—			—		—		—		(16,932	)		(16,932	)
Balance as of March 31, 2024		—		$	—			—		$	—			—		$	—			—		$	—			—		$	—			—		$	—			66,636,252	$	7	$	715,807	$	(146,874	)	$	568,940


	Fair Value Measurements at March 31, 2024
	Level 1		Level 2		Level 3		Total
Assets
Cash equivalents	$	76,768	$	—	$	—	$	76,768
Marketable securities	$	—	$	489,040	$	—	$	489,040

	Fair Value Measurements at December 31, 2023
	Level 1		Level 2		Level 3		Total
Assets
Cash equivalents	$	8,240	$	—	$	—	$	8,240
Marketable securities			$	179,408			$	179,408

Liabilities
Success fee liability	$	—	$	—	$	365	$	365


	March 31, 2024		December 31, 2023
External research and development expenses	$	2,237	$	6,164
Personnel-related expenses		1,761		2,822
Professional fees		826		341
Deferred offering costs		37		1,017
Other		245		99
Total accrued expenses and other current liabilities	$	5,106	$	10,443


Three Months Ending March 31,
2024	$	165
2025		187
2026		59
2027		—
Total lease payment		411
Less: amount representing imputed interest		(7	)
Total future minimum lease obligations	$	404


	March 31,
	2024
Stock options available for issuance		7,788,535
Stock options outstanding		5,998,420
Total		13,786,955


	Three Months Ended March 31,
	2024	2023
Expected volatility	84.5%	82.9% - 83.7%
Risk-free interest rate	3.93 %	3.58% - 3.82%
Expected dividend yield	0%	0%
Expected term (in years)	6.05	5.82


	Number of Outstanding Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value
						(Years)
Balance at December 31, 2023		5,532,871		$	4.12		8.55	$	40,290
Granted		494,807		$	19.00	—
Exercised		(60	)	$	1.82	—		2
Forfeited/Expired		(29,198	)	$	2.72	—
Balance at March 31, 2024		5,998,420		$	5.36		7.89	$	231,194
Vested and expected to vest at March 31, 2024		5,998,420		$	5.36		7.89	$	231,194
Exercisable at March 31, 2024		1,929,734		$	2.00		5.09	$	80,861


Exhibit Number	Exhibit Description	Incorporated by Reference			Filed Herewith
		Form	Date	Number
3.1	Amended and Restated Certificate of Incorporation	S-1/A	01/18/24	3.3
3.2	Amended and Restated Bylaws	S-1	01/02/24	3.4
4.1	Specimen stock certificate evidencing the shares of common stock	S-1/A	01/18/24	4.1
4.2	Amended and Restated Investors’ Rights Agreement, dated July 28, 2023, as amended, by and among the Registrant and certain of its stockholders	S-1/A	01/18/24	4.2
31.1	Certification of Chief Executive Officer, as required by Rule 13a-14(a) or Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002				X
31.2	Certification of Chief Financial Officer, as required by Rule 13a-14(a) or Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002				X
32.1*	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002				X
32.2*	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002				X
101.INS	Inline XBRL Instance Document				X
101.SCH	Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Document				X
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)


	Three Months Ended March 31,
	2024			2023
Net cash used in operating activities	$	(26,012	)	$	(7,986	)
Net cash used in investing activities		(307,444	)		(78,699	)
Net cash provided by (used in) financing activities		402,658			(765	)
Net increase (decrease) in cash, cash equivalents and restricted cash	$	69,202		$	(87,450	)


	CG Oncology, Inc.

Date: May 9, 2024	By:	/s/ Arthur Kuan
		Arthur Kuan
		Chairman and Chief Executive Officer
		(Principal Executive Officer)




Date: May 9, 2024	By:	/s/ Corleen Roche
		Corleen Roche
		Chief Financial Officer
		(Principal Financial and Accounting Officer)