CG Oncology Inc 2024年度报告

Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES☐NO☒ Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days. YES☐NO☒ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).YES☒NO☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company”in Rule 12b-2 of the Exchange Act. Accelerated filer☐Smaller reporting company☒Emerging growth company☒ Large accelerated filer☐Non-accelerated filer☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new orrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal controlover financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issuedits audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filingreflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation receivedby any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ As of June 28, 2024 (the last trading day of the registrant’s most recently completed second quarter), the aggregate market value of the registrant’s commonstock held by non-affiliates of the registrant was approximately $1.4 billion, based on the closing price of the registrant’s common stock on the NasdaqGlobal Select Market of $31.57 per share. As of March 21, 2025, the registrant had 76,216,855 shares of common stock ($0.0001 par value) outstanding.DOCUMENTS INCORPORATED BY REFERENCEPortions of the registrant’s Proxy Statement for its 2025 Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Reporton Form 10-K to the extent stated herein. Such Proxy Statement will be filed with the Securities and Exchange Commission within 120 days of theregistrant’s fiscal year ended December 31, 2024. Table of Contents PART I Item 1.Business2Item 1A.Risk Factors35Item 1B.Unresolved Staff Comments99Item 1C.Cybersecurity99Item 2.Properties100Item 3.Legal Proceedings100Item 4.Mine Safety Disclosures100 Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities101Item 6.[Reserved]102Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations103Item 7A.Quantitative and Qualitative Disclosures About Market Risk114Item 8.Financial Statements and Supplementary Data115Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure147Item 9A.Controls and Procedures147Item 9B.Other Information148Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections148 PART III Item 10.Directors, Executive Officers and Corporate Governance149Item 11.Executive Compensation149Item 12.Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters149Item 13.Certain Relationships and Related Transactions, and Director Independence149Item 14.Principal Accounting Fees and Services149 PART IV Item 15.Exhibits, Financial Statement Schedules150Item 16.Form 10-K Summary150 This Annual Report on Form 10-K (Annual Report) contains forward-looking statements within the meaning ofSection 27A of the Securities Act of 1933, as amended (the Securities Act), and Section 21E of the Securities ExchangeAct of 1934, as amended (the Exchange Act). All statements other than statements of historical facts contained in thisAnnual Report, including: statements regarding our future results of operations and financial position, businessstrategy, research and development plans; the anticipated t