OnKure Therapeutics Inc-A美股招股说明书(2025-03-24版)

PROSPECTUS 2,938,005 Shares of Class A Common Stock This prospectus relates to the resale by certain of the selling securityholders named in this prospectus (each a“selling securityholder” and, collectively, the “selling securityholders”) of 2,938,005 shares of Class A CommonStock, par value $0.0001 per share (the “Common Stock”) issued in a private placement on October 4, 2024 (the“PIPE Financing”). This prospectus also covers any additional securities that may become issuable by reason ofstock splits, stock dividends or other similar transactions. We are registering the offer and sale of these securities to satisfy certain registration rights we have granted. We willnot receive any of the proceeds from the sale of the securities by the selling securityholders. We will pay theexpenses associated with registering the sales by the selling securityholders, as described in more detail in thesection titled “Use of Proceeds” appearing elsewhere in this prospectus. The selling securityholders may sell the securities described in this prospectus in a number of different ways and atvarying prices. We provide more information about how the selling securityholders may sell their securities in thesection titled “Plan of Distribution” appearing elsewhere in this prospectus. The selling securityholders may sell any, all or none of the securities and we do not know when or in what amountthe selling securityholders may sell their securities hereunder following the effective date of this registrationstatement. Our Common Stock is listed on The Nasdaq Global Market (“Nasdaq”) under the symbol “OKUR.” On March 20,2025, the last quoted sale price for our Common Stock as reported on Nasdaq was $5.00. We are an “emerging growth company,” as defined under the federal securities laws, and, as such, may electto comply with certain reduced public company reporting requirements for future filings. Investing in our securities involves a high degree of risk. Before buying any securities, youshould carefully read the discussion of the risks of investing in our securities in the sectiontitled “Risk Factors” beginning on page 9 of this prospectus. You should rely only on the information contained in this prospectus or any prospectus supplement oramendment hereto. We have not authorized anyone to provide you with different information. Neither the Securities Exchange Commission nor any state securities commission has approved ordisapproved of these securities or determined if this prospectus is truthful or complete. Any representation tothe contrary is a criminal offense. The date of this prospectus is March 21, 2025. Table of Contents TABLE OF CONTENTS PageAbout This ProspectusiiMarket and Industry DataiiTrademarksiiProspectus Summary1Risk Factors9Cautionary Note Regarding Forward-Looking Statements65Use of Proceeds67Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters68Management’s Discussion and Analysis of Financial Condition and Results of Operations69Business77Management106Executive Compensation116Certain Relationships, Related Party and Other Transactions127Principal Securityholders131Selling Securityholders134Description of Securities138Plan of Distribution145Legal Matters148Experts148Where You Can Find Additional Information149Index to Financial StatementsF-1 You should rely only on the information contained in this prospectus or in any free writing prospectus prepared byus or on our behalf. We have not authorized any other person to provide you with different information. If anyoneprovides you with different or inconsistent information, you should not rely on it. We are not making an offer to sellthese securities in any jurisdiction where the offer or sale is not permitted. You should assume that the informationappearing in this prospectus is accurate only as of the date on the front cover of this prospectus. Our business,financial condition, results of operations and prospects may have changed since that date. Table of Contents ABOUT THIS PROSPECTUS This prospectus is part of the registration statement on Form S-1 that we filed with the Securities and ExchangeCommission (the “SEC”) using the “shelf” registration process. Under this shelf registration process, the selling securityholders hereunder may, from time to time, sell the securities offered by them described in this prospectus.We will not receive any proceeds from the sale by such selling securityholders of the securities offered by themdescribed in this prospectus. Neither we nor the selling securityholders have authorized anyone to provide you with any information or to makeany representations other than those contained in this prospectus or any applicable prospectus supplement or anyfree writing prospectuses prepared by or on behalf of us or to which we have referred you. Neither we nor the sellingsecurityholders take responsibility for, and can provide no assurance as to the reliability of, any other info