CG Oncology, Inc. 8-K

What Happened
On January 13, 2026, CG Oncology, Inc. (Nasdaq: CGON) filed Amendment No. 1 to its prospectus to increase the amount of common stock available for sale under its Open Market Sale Agreement with Jefferies LLC. The amendment raises the aggregate offering capacity under the agreement by $300 million, from $250 million to up to $550 million. The company previously sold 5,861,984 shares for gross proceeds of $250 million under the Sales Agreement. A legal opinion from Cooley LLP regarding the validity of the shares is attached as an exhibit.

Key Details

• Filing date: January 13, 2026 (Amendment No. 1 to the prospectus dated March 28, 2025).
• Increase: Additional $300 million of shares authorized for sale, bringing total ATM capacity to up to $550 million.
• Prior sales: 5,861,984 shares sold for gross proceeds of $250 million under the same Sales Agreement.
• Counterparty: Sales Agreement (at-the-market program) with Jefferies LLC; legal opinion by Cooley LLP included (Exhibit 5.1).

Why It Matters
This amendment expands CG Oncology’s flexibility to raise capital through its at-the-market (ATM) equity program. For investors, that means the company can sell additional common shares into the market over time, providing a potential source of funding for operations or development without a single large offering. However, further sales under the ATM would increase the number of outstanding shares and could dilute existing shareholders if executed. The filing does not require the company to sell the expanded amount — it simply authorizes the additional capacity under the existing sales agreement.