SC 13G/A: OnKure Therapeutics, Inc.

AI Summary

SC 13G/A filing by OnKure Therapeutics, Inc..

Risk Assessment

Risk Level: low

Key Financial Figures

• $0.0001 — Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securiti

Filing Documents

• y1028240sc13ga1.htm (SC 13G/A) — 66KB
• 0001214659-24-017999.txt ( ) — 68KB

(a)

Item 1(a). Name of Issuer: OnKure Therapeutics, Inc.

(b)

Item 1(b). Address of Issuer’s Principal Executive Offices: 6707 Winchester Circle, Suite 400, Boulder, CO 80301

(a)

Item 2(a). Name of Person Filing: This statement is being jointly filed by: Octagon Capital Advisors LP (“Octagon”) Octagon Investments Master Fund LP (“Master Fund”) Ting Jia, as the principal beneficial owner of Octagon (“Mr. Jia”) Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Octagon serves as the investment manager of the Master Fund. Mr. Jia is the managing member of Octagon. By virtue of these relationships each of Octagon and Mr. Jia may be deemed to beneficially own the Issuer’s Common Shares directly owned by the Master Fund.

(b)

Item 2(b). Address of Principal Business Office or, if none, Residence: The address of the business office of each of the Reporting Persons is 654 Madison Avenue, 21 st Floor, New York, NY 10065

(c)

Item 2(c). Citizenship: Octagon is a Delaware limited partnership. The Master Fund is an exempted limited partnership established in the Cayman Islands. Mr. Jia is a Chinese citizen.

(d)

Item 2(d). Title of Class of Securities: C ommon Stock, $0.0001 par value (the “Common Shares”)

(e)

Item 2(e). CUSIP Number: 68277Q105 Page 5 of 8 Item 3. If this Statement is filed pursuant to 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: (a) ¨ Broker or dealer registered under Section 15 of the Act; (b) ¨ Bank as defined in Section 3(a)(6) of the Act; (c) ¨ Insurance company as defined in Section 3(a)(19) of the Act; (d) ¨ Investment company registered under Section 8 of the Investment Company Act of 1940; (e) x An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) ¨ An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) x A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) ¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) ¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940; (j) ¨ A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J); (k) ¨ Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: Item 4. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount Beneficially Owned: 225,000 (b) Percent of Class: 1.8% The percentage reported on this Schedule 13G is calculated based upon a statement in the Issuer’s Current Report on Form 8-K filed on October 8, 2024 that there would be 12,652,811 Class A Common Shares outstanding immediately after the closing of the Issuer’s merger with Reneo Pharmaceuticals, Inc. and concurrent private placement. (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 0

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