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OnKure Therapeutics Inc-A美股招股说明书(2025-05-06版)

2025-05-06美股招股说明书林***
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OnKure Therapeutics Inc-A美股招股说明书(2025-05-06版)

This prospectus supplement updates and amends the prospectus dated March 21, 2025 (as supplemented to date, the“Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration Statement No. 333-282792) for whichPost-Effective Amendment No.1 was filed with the Securities and Exchange Commission (the “SEC”) on March 20, 2025 anddeclared effective by the SEC on March 21, 2025. The Prospectus and this prospectus supplement relate to the resale by certain of the selling securityholders named in theProspectus (each a “selling securityholder” and, collectively, the “selling securityholders”) of 2,938,005 shares of Class ACommon Stock, par value $0.0001 per share (the “Common Stock”) issued in the PIPE Financing (as defined in the Prospectus).The Prospectus also covers any additional securities that may become issuable by reason of stock splits, stock dividends or othersimilar transactions. This prospectus supplement should be read in conjunction with the Prospectus, which is to be delivered with this prospectussupplement. This prospectus supplement updates, amends and supplements the information included or incorporated by referencein the Prospectus. If there is any inconsistency between the information in the Prospectus and this prospectus supplement, youshould rely on the information in this prospectus supplement. This prospectus supplement is not complete without, and may not be delivered or utilized except in connection with, theProspectus, including any amendments or supplements to it. Quarterly Report on Form 10-Q On May 6, 2025, we filed a Quarterly Report on Form 10-Q with the SEC. The Quarterly Report is attached hereto. Investing in our securities involves a high degree of risk. Before buying any securities, you should carefully read thediscussion of the risks of investing in our securities in the section titled “Risk Factors” beginning on page9of theProspectus. You should rely only on the information contained in the Prospectus, this prospectus supplement, or any furtherprospectus supplement or amendment hereto. We have not authorized anyone to provide you with different information. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminaloffense. The date of this prospectus supplement is May 6, 2025. UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended March 31, 2025or☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period fromtoCommission File Number: 001-40315 ONKURE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) (Registrant’s telephone number, including area code): (720) 307-2892 Securities registered pursuant to Section 12(b) of the Act: 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 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past90 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 of RegulationS-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, a smaller reporting company, or an emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2of the Exchange Act. 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 or revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☒ As of May 5, 2025, the registrant had 12,823,872 shares of Class A common stock, $0.0001 par value per share, and 686,527 shares of Class B common stock,$0.0001 par value per share, outstanding. Explanatory Note On October 4, 2024 (the “Closing Date”), the Delaware corporation formerly known as “Reneo Pharmaceuticals, Inc.”(“Reneo”) completed its previously announced merger transaction pursuant to the terms of the Agreement and Plan of Merger,dated as of May 10, 2024 (the “Merger Agreement”), by and among Reneo, Radiate Merger Sub I, Inc., a Delaware corpor