CG Oncology美股招股说明书(2026-08-06版)

Up to $500,000,000 Common Stock This Amendment No.2 to Prospectus (this amendment) amends and supplements the information in the prospectus dated March28, 2025 (the prospectus), filed with theSecurities and Exchange Commission (the SEC) as part of our registration statement on Form S-3ASR (File No.333-286230) (the registration statement) and theAmendment No.1 to the prospectus filed with the SEC on January13, 2026, relating to the offer and sale of shares of our common stock, $0.0001 par value per share,having an aggregate offering price of up to $550.0million pursuant to the terms of that certain Open Market Sale AgreementSM(the sales agreement) dated March28,2025, with Jefferies LLC (Jefferies). This amendment amends only those sections of the prospectus listed in this amendment; all other sections of the prospectus remainas is. As of the date of this amendment, we have sold an aggregate of 10,800,525 shares of our common stock for gross proceeds of approximately $550.0million. As a result,we are filing this amendment to amend the prospectus to increase the offering price of shares of our common stock available to be sold pursuant to the terms of the salesagreement by an additional $500.0million, for an aggregate offering price of up to $1,050.0million. This amendment should be read in conjunction with the prospectus, and is qualified by reference thereto, except to the extent that the information herein amends orsupersedes the information contained in the prospectus. This amendment is not complete without, and may only be delivered or utilized in connection with, theprospectus, and any future amendments or supplements thereto. Our common stock is listed on the Nasdaq Global Select Market under the symbol “CGON.” On August5, 2026, the last reported sale price of our common stock asreported on the Nasdaq Global Select Market was $72.42 per share. Sales of our common stock, if any, under the prospectus, as amended by this amendment, may be made in sales deemed to be an “at the market offering” as defined inRule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the Securities Act). Jefferies is not required to sell any specific number or dollar amount ofsecurities but will act as our sales agent using commercially reasonable efforts consistent with its normal trading and sales practices, on mutually agreed terms betweenJefferies and us. There is no arrangement for funds to be received in any escrow, trust or similar arrangement. Jefferies will be entitled to a commission of up to 3.0% of the gross proceeds of any shares sold under the sales agreement. In connection with the sale of our commonstock on our behalf, Jefferies will be deemed to be an “underwriter” within the meaning of the Securities Act and the compensation of Jefferies will be deemed to beunderwriting commissions or discounts. We have also agreed to provide indemnification and contributions to Jefferies against certain civil liabilities, including liabilitiesunder the Securities Act and the Securities Exchange Act of 1934, as amended (the Exchange Act). Investing in our common stock involves a high degree of risk. You should review carefully the risks and uncertainties described inthe section titled “Risk Factors” beginning on page S-2 of the prospectus, S-2 of this amendment, and under similar headings inthe documents that are incorporated by reference into the prospectus concerning factors you should consider before investing inour common stock. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or passed upon theadequacy or accuracy of the disclosures in the prospectus and this amendment. Any representation to the contrary is a criminal offense. Jefferies The date of this Amendment No.2 to Prospectus is August6, 2026 TABLE OF CONTENTSAmendment No.2 to Prospectus ABOUT THIS AMENDMENT NO. 2 TO PROSPECTUSTHE OFFERINGRISK FACTORSDILUTIONPLAN OF DISTRIBUTIONLEGAL MATTERS ABOUT THIS AMENDMENT NO. 2 TO PROSPECTUS This Amendment No.2 to Prospectus (this amendment) amends and supplements the information in the prospectus dated March28, 2025 (theprospectus), filed with the Securities and Exchange Commission (the SEC) as part of our registration statement on Form S-3ASR (File No.333-286230)(the registration statement) and the Amendment No.1 to the prospectus filed with the SEC on January13, 2026, relating to the offer and sale of sharesof our common stock, $0.0001 par value per share, having an aggregate offering price of up to $550.0million pursuant to the terms of that certain OpenMarket Sale AgreementSM(the sales agreement) dated March28, 2025, with Jefferies LLC (Jefferies). As of the date of this amendment, we have soldan aggregate of 10,800,525 shares of our common stock for gross proceeds of approximately $550.0million. As a result, we are filing this amendment toamend the prospectus to increase the offering price of shares of our co