OnKure Therapeutics Files for IPO

TL;DR

OnKure Therapeutics (fka Reneo Pharma) just filed for an IPO. Get ready.

AI Summary

OnKure Therapeutics, Inc. filed an S-1 form on October 23, 2024, indicating its intention to go public. The company, formerly known as Reneo Pharmaceuticals, Inc. until March 25, 2015, is based in Boulder, Colorado. This filing suggests OnKure is preparing for an Initial Public Offering (IPO) to raise capital.

Why It Matters

This S-1 filing signals OnKure Therapeutics' move towards becoming a publicly traded company, which could bring new investment and accelerate its drug development pipeline.

Risk Assessment

Risk Level: medium — As a pre-IPO company in the pharmaceutical sector, OnKure Therapeutics faces inherent risks related to drug development, regulatory approval, and market competition.

Key Numbers

• 2834 — SIC Code (Standard Industrial Classification code for Pharmaceutical Preparations, indicating the company's industry.)

Key Players & Entities

• OnKure Therapeutics, Inc. (company) — Filer of the S-1 registration statement.
• Reneo Pharmaceuticals, Inc. (company) — Former name of OnKure Therapeutics, Inc.
• 20150325 (date) — Date of name change from Reneo Pharmaceuticals, Inc. to OnKure Therapeutics, Inc.
• 20241023 (date) — Filing date of the S-1 form.
• Boulder, CO (location) — Business and mailing address of OnKure Therapeutics, Inc.

FAQ

Key Financial Figures

• $22.895 — ommon Stock at a price of approximately $22.895 per share (the "PIPE Shares"), for aggr
• $65.0 million — gregate gross proceeds of approximately $65.0 million (the "PIPE Financing"). Reneo granted t
• $0.0001 — ares of Class A Common Stock, par value $0.0001 per share (the "Common Stock") issued i
• $18.83 — Common Stock as reported on Nasdaq was $18.83. We are an "emerging growth company,"
• $1.235 billion — fiscal year in which we have more than $1.235 billion in annual revenues; the date we qualify
• $700 million — large accelerated filer," with at least $700 million of equity securities held by non-affili
• $1.0 billion — y three-year period, by us of more than $1.0 billion in non-convertible debt securities; and
• $250 million — ock held by non-affiliates is less than $250 million as of June 30th in the most recently co
• $100 million — or (ii) our annual revenue is less than $100 million during the most recently completed fisc
• $4.24 — th a weighted average exercise price of $4.24 per share; 194,694 shares of our Comm
• $16.53 — th a weighted average exercise price of $16.53 per share; 213,254 shares of our Comm

Filing Documents

• d835714ds1.htm (S-1) — 4190KB
• d835714dex51.htm (EX-5.1) — 10KB
• d835714dex231.htm (EX-23.1) — 2KB
• d835714dex232.htm (EX-23.2) — 2KB
• d835714dexfilingfees.htm (EX-FILING FEES) — 24KB
• g835714dsp18.jpg (GRAPHIC) — 15KB
• g835714dsp19.jpg (GRAPHIC) — 6KB
• g835714g00n96.jpg (GRAPHIC) — 127KB
• g835714g01n01.jpg (GRAPHIC) — 149KB
• g835714g01n03.jpg (GRAPHIC) — 128KB
• g835714g01n04.jpg (GRAPHIC) — 109KB
• g835714g04t36.jpg (GRAPHIC) — 58KB
• g835714g16r22.jpg (GRAPHIC) — 210KB
• g835714g18c09.jpg (GRAPHIC) — 59KB
• g835714g28n82.jpg (GRAPHIC) — 63KB
• g835714g31g31.jpg (GRAPHIC) — 140KB
• g835714g35j50.jpg (GRAPHIC) — 31KB
• g835714g63o33.jpg (GRAPHIC) — 143KB
• g835714g88b55.jpg (GRAPHIC) — 74KB
• g835714g98j04.jpg (GRAPHIC) — 190KB
• 0001193125-24-241926.txt ( ) — 17538KB
• rphm-20230630.xsd (EX-101.SCH) — 72KB
• rphm-20230630_cal.xml (EX-101.CAL) — 57KB
• rphm-20230630_def.xml (EX-101.DEF) — 549KB
• rphm-20230630_lab.xml (EX-101.LAB) — 529KB
• rphm-20230630_pre.xml (EX-101.PRE) — 612KB
• d835714ds1_htm.xml (XML) — 2538KB

Risk Factors

Risk Factors 7 Cautionary Note Regarding Forward-Looking Statements 61

Use of Proceeds

Use of Proceeds 63 Market Price of and Dividends on the Registrant's Common Equity and Related Stockholder Matters 64 Unaudited Pro Forma Condensed Combined Financial Information 65

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 78

Business

Business 91 Management 121

Executive Compensation

Executive Compensation 127 Certain Relationships, Related Party and Other Transactions 158 Principal Securityholders 162 Selling Securityholders 165

Description of Securities

Description of Securities 169 Plan of Distribution 176 Legal Matters 179 Experts 179 Where You Can Find Additional Information 180 Index to Financial Statements F-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 have not authorized any other person to provide you with different information. If anyone provides you 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 the offer 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 of this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date. i Table of Contents ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-1 that we filed with the Securities and Exchange Commission (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 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 than those contained in this prospectus or any applicable prospectus supplement or any free writing prospectuses prepared by 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 assurance as to the reliability of, any other information that others may give you. Neither we nor the selling securityholders will make an offer to sell these securities in any jurisdiction where the

Use of Proceeds

Use of Proceeds We will not receive any proceeds from the sale of our shares of Common Stock offered by the selling securityholders under this prospectus (the "Securities"). See the section titled " Use of Proceeds " appearing elsewhere in this prospectus for more information. Class A Common Stock Outstanding 12,652,890 Combined Class A Common Stock and Non-Voting Class B Common Stock Outstanding 13,339,417

Risk Factors

Risk Factors See the section titled " Risk Factors " and other information included in this prospectus for a discussion of factors that you should consider carefully before deciding to invest in our Common Stock. Nasdaq Symbol "OKUR" The number of shares of Common Stock outstanding is based on as of 12,652,890 shares of Common Stock as of October 4, 2024 and excludes the following, in each case as of October 4, 2024 and adjusted for the reverse stock split and applicable exchange ratios: 221 shares of our Common Stock issuable upon the exercise of outstanding options under the Legacy OnKure 2011 Stock Incentive Plan, which were assumed by the Company in connection with the Merger, with a weighted average exercise price of $4.24 per share; 194,694 shares of our Common Stock issuable upon the exercise of outstanding options under the Legacy OnKure 2021 Stock Incentive Plan, which were assumed by the Company in connection with the Merger, with a weighted average exercise price of $16.53 per share; 213,254 shares of our Common Stock issuable upon the vesting of restricted stock units issued under the Legacy OnKure

View Full Filing

View this S-1 filing on SEC EDGAR