OnKure Therapeutics SEC Filings

OnKure Therapeutics, Inc. (OKUR) filed Post‑Effective Amendment No. 2 converting its prior S‑1 to Form S‑3 and registering the resale of 1,507,685 shares of Class A common stock. These shares were issued in an October 4, 2024 private placement (PIPE) and are being registered to satisfy previously granted registration rights.

The company will not receive proceeds from sales by the selling securityholders; it will bear customary registration expenses. The selling securityholders may sell from time to time using various methods and prices as described under “Plan of Distribution.” Shares outstanding were 12,861,672 Class A and 686,527 Class B as of September 30, 2025. On Nasdaq, OKUR last quoted a sale price of $3.00 on November 5, 2025. No additional securities are being registered, and prior filing fees cover this amendment.

OnKure Therapeutics (OKUR) filed an S-3 shelf to offer up to $200,000,000 of securities and established an at‑the‑market program for up to $15,986,792 of Class A Common Stock, to be sold from time to time after effectiveness.

The ATM is included within the $200,000,000 shelf and may be executed through Leerink Partners as sales agent or principal, with compensation of up to 3% of gross proceeds. Sales may occur on Nasdaq or other permitted markets using methods defined as an “at the market offering” under Rule 415(a)(4). OnKure’s Class A Common Stock trades on the Nasdaq Global Market under “OKUR.”

Under General Instruction I.B.6, the company states it will not sell more than one‑third of the aggregate market value of non‑affiliate common stock in any 12‑month period while public float is below $75,000,000, and notes no I.B.6 sales in the prior 12 months. The base prospectus covers multiple securities (common, preferred, debt, depositary shares, warrants, subscription rights, purchase contracts, and units), with specific terms and use of proceeds to be set in future supplements.

OnKure Therapeutics, Inc. filed a prospectus supplement registering the resale of 2,938,005 shares of Class A Common Stock previously issued in a PIPE financing. The supplement updates the prospectus dated March 21, 2025 and must be read together with it. The prospectus also covers any additional securities issuable due to stock splits, stock dividends, or similar events.

The company attached its latest Quarterly Report on Form 10-Q and a Current Report on Form 8-K. As of November 5, 2025, shares outstanding were 12,861,672 for Class A common stock and 686,527 for Class B common stock. For the quarter ended September 30, 2025, cash and cash equivalents were $70.3 million, and net loss was $14.7 million, reflecting continued R&D investment as OKI-219 advances in a first-in-human Phase 1a/1b trial. Management states cash resources are sufficient to fund the current operating plan for at least the next 12 months from the financial statement issuance date.

OnKure Therapeutics (OKUR) entered a Sales Agreement with Leerink Partners to sell Class A common stock from time to time through an at‑the‑market offering. The company will direct sale parameters, and Leerink Partners will act as sales agent.

Leerink Partners will receive up to 3.0% of gross proceeds from shares sold under the program. OnKure has no obligation to sell and may suspend sales at any time. Either party may terminate the agreement on 10 days’ notice, with additional immediate termination rights under certain conditions. Sales will be made under a Form S‑3 shelf and its prospectus supplement and no sales may occur until the registration statement becomes effective.

OnKure Therapeutics (OKUR) reported a wider quarterly loss as it advanced its lead oncology program. For Q3 2025, net loss was $14.7 million versus $11.6 million a year ago, driven by higher operating expenses. Research and development expense rose to $11.9 million and general and administrative expense to $3.6 million, reflecting increased personnel and share-based compensation. Interest income was $0.8 million.

Balance sheet capacity narrowed but remains solid for near-term plans. Cash and cash equivalents were $70.3 million at September 30, 2025, down from $110.8 million at year-end, with total assets of $72.8 million and stockholders’ equity of $66.4 million. Management believes existing cash will fund the current operating plan for at least 12 months from the financial statement issuance date.

Corporate update: The company completed its reverse recapitalization with Reneo on October 4, 2024 and a concurrent $65.0 million financing. As of November 5, 2025, shares outstanding were 12,861,672 Class A and 686,527 Class B.

OnKure Therapeutics, Inc. announced it issued a press release reporting financial results for the quarter ended September 30, 2025. The company furnished the release as Exhibit 99.1 alongside a business update.

The information under Item 2.02 is furnished, not filed, and therefore is not subject to Section 18 liabilities or automatically incorporated into other filings unless specifically referenced.

Edward T. Mathers, a director of OnKure Therapeutics, Inc. (OKUR), acquired 4,125 fully vested restricted stock units (RSUs) on 09/30/2025 in lieu of a quarterly cash retainer under the company's Outside Director Compensation Policy. Each RSU converts into one share of Class A Common Stock. After the reported transaction, the reporting person beneficially owns 11,399 shares. The Form 4 was filed as a single reporting-person filing and bears a signature by an attorney-in-fact dated 10/02/2025.

Nicholas A. Saccomano, President and CEO and a director of OnKure Therapeutics, Inc. (OKUR), reported a routine transaction on 09/22/2025 in which 88 shares of Class A Common Stock were sold to cover tax withholding obligations arising from the vesting of restricted stock units (RSUs). The sale executed in multiple trades at prices ranging from $2.60 to $2.645, producing a weighted average sale price of $2.6235. Following the transaction, the reporting person beneficially owned 3,506 shares (certain of which remain as RSUs subject to vesting conditions). The Form 4 was signed by proxy on 09/24/2025.

OnKure Therapeutics CFO Jason A. Leverone reported a routine disposition of Class A common stock to cover tax withholding tied to RSU vesting. On 09/22/2025 the reporting person sold 303 shares at a weighted average price of $2.6235, leaving beneficial ownership of 12,603 shares. The filing explains the sale was automatic under the companys 2023 RSU Equity Incentive Plan and that RSUs represent contingent rights to receive one share upon vesting. The Form 4 was submitted under power of attorney on 09/24/2025.