OnKure Therapeutics Inc-美股招股说明书(2025-11-21版)

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 ClassA Common Stock is listed on The Nasdaq Global Market (“Nasdaq”) under the symbol “OKUR.” On November 20, 2025, the lastquoted sale price for our ClassA Common Stock as reported on Nasdaq was $2.62. 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 5 of thisprospectus and under similar headings in any amendments or supplements to this prospectus and the documentsincorporated herein by reference. 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 CONTENTS About This ProspectusMarket and Industry Data Trademarks Prospectus SummaryThe OfferingRisk FactorsCautionary Note Regarding Forward-Looking StatementsUse of ProceedsSelling SecurityholdersDescription of Securities Plan of Distribution Legal Matters Experts Where You Can Find Additional Information Incorporation by Reference You should rely only on the information contained in this prospectus, information incorporated by reference into this prospectus or any supplement tothis prospectus prepared by us or on our behalf. We have not authorized any other person to provide you with different information. If anyone providesyou with different or inconsistent information, you should not rely on it. We are not making an offer to sell these securities in any jurisdiction where theoffer or sale is not permitted. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover ofthis prospectus and that any information incorporated by reference is accurate only as of the date of the document incorporated by reference, unless weindicate otherwise. Our business, financial condition, results of operations and prospects may have changed since such dates. Table of Contents ABOUT THIS PROSPECTUS This prospectus is part of the registration statement on FormS-3that we filed with SEC using the “shelf” registration process. Under this shelfregistration process, the selling securityholders hereunder may, from time to time, sell the securities offered by them described in this prospectus. Wewill not receive any proceeds from the sale by such selling securityholders of the securities offered by them 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 or incorporated by reference into this prospectus or any applicable prospectus supplement or any free writing prospectuses preparedby or on behalf of us or to which we have referred you. Neither we nor the selling securityholders take responsibility for, and can provide no assuranceas to the reliability of, any other information that others may give you. Neither we nor the selling securityholders will make an offer to sell thesesecurities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus and the applicable prospectus supplement to this prospectus is accurate onlyas of the date on its respective cover and that any information incorporated by reference is accurate only as of the date of the document incorporated byreference, unless we indicate otherwise. Our business, financial condition, results of operations and prospect