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

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 ClassA Common Stock, par value $0.0001 per share (the “Common Stock”) issued ina private placement on October4, 2024 (the “PIPE Financing”). This prospectus also covers any additional securities that may become issuable byreason of stock 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 will not receive any of theproceeds from the sale of the securities by the selling securityholders. We will pay the expenses associated with registering the sales by the sellingsecurityholders, as described in more detail in the section 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 at varying prices. We providemore information about how the selling securityholders may sell their securities in the section titled “Plan of Distribution” appearing elsewhere in thisprospectus. The selling securityholders may sell any, all or none of the securities and we do not know when or in what amount the selling securityholders maysell their securities hereunder following the effective date of this registration statement. Our Common Stock is listed on The Nasdaq Global Market (“Nasdaq”) under the symbol “OKUR.” On March 20, 2025, the last quoted sale pricefor 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 elect to comply with certainreduced public company reporting requirements for future filings. Investing in our securities involves a high degree of risk. Before buying any securities, you should carefully readthe discussion of the risks of investing in our securities in the section titled “Risk Factors” beginning on page 9 of thisprospectus. You should rely only on the information contained in this prospectus or any prospectus supplement or amendment hereto. We have notauthorized anyone to provide you with different information. Neither the Securities Exchange Commission nor any state securities commission has approved or disapproved of these securities ordetermined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Table of Contents TABLE OF CONTENTSPageAbout 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 by us or on our behalf. We havenot authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you shouldnot rely on it. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that theinformation appearing in this prospectus is accurate only as of the date on the front cover of this prospectus. Our business, financial condition, results ofoperations and prospects may have changed since that date. Table of Contents ABOUT THIS PROSPECTUS This prospectus is part of the registration statement on FormS-1that we filed with the Securities and Exchange Commission (the “SEC”) usingthe “shelf” registration process. Under this shelf registration process, the selling securityholders hereunder may, from time to time, sell the securitiesoffered by them described in this prospectus. We will not receive any proceeds from the sale by such selling securityholders of the securities offered bythem described in this prospectus. Neither we nor the selling securityholders have authorized anyone to provide you with any information or to make any representations other thanthose contained in this prospectus or any applicable prospectus supplement or any free writing prospectuses prepared by or on behalf of us or to whichwe have referred you. Neither we nor the selling securityholders take responsibility for, and can provide no assurance as to the reliability of, any otherinformation that others may give you. Neither we nor the selling securityholders will make an offer to sell