Okur registers $100M ATM stock offering

Okur is amending its existing shelf registration to continue an at-the-market program for the offer and sale of up to $100,000,000 of Class A common stock through or to Leerink Partners under a Sales Agreement.

Rhea-AI Filing Summary

Okur is amending its existing shelf registration to continue an at-the-market program for the offer and sale of up to $100,000,000 of Class A common stock through or to Leerink Partners under a Sales Agreement. The company states it is no longer subject to General Instruction I.B.6 of Form S-3, which had limited the amount it could sell under this registration.

As of August 4, 2026, no shares have been offered or sold under this program. The aggregate market value of Class A common stock held by non-affiliates was $167.3 million as of August 3, 2026, based on 36,368,892 non-affiliate shares at $4.60 per share; this is a baseline figure, not the amount being offered. Leerink Partners may receive up to 3.0% of gross proceeds as sales compensation. Okur is characterized as an “emerging growth company” and “smaller reporting company,” and investors are directed to the referenced risk factor sections before investing.

Filing Explained

The filing states that if OnKure Therapeutics again becomes subject to Form S-3 General Instruction I.B.6, it will file another prospectus supplement and the offering limits would then apply.

Key Figures

ATM capacity: $100,000,000 Non-affiliate market value: $167.3 million Non-affiliate shares: 36,368,892 shares +2 more

5 metrics

ATM capacity $100,000,000 Aggregate offering price of Class A common stock under Sales Agreement

Non-affiliate market value $167.3 million Aggregate market value of Class A common stock held by non-affiliates as of August 3, 2026

Non-affiliate shares 36,368,892 shares Class A common stock held by non-affiliates used to calculate market value

Reference share price $4.60 per share Closing price of Class A common stock on July 6, 2026

Sales commission rate 3.0% Maximum of gross proceeds payable to Leerink Partners for ATM sales

Key Terms

at-the-market, General Instruction I.B.6 of Form S-3, emerging growth company, smaller reporting company, +1 more

5 terms

at-the-market financial

"relating to the offer and sale of shares of our Class A common stock"

"At-the-market" is a method for companies to sell new shares of stock directly into the open market over time, rather than all at once. It allows companies to raise money gradually, similar to selling slices of a pie instead of the entire pie at once, which can help manage the sale's impact on the stock price. This approach gives investors a steady supply of shares while providing companies with flexible funding options.

General Instruction I.B.6 of Form S-3 regulatory

"we are no longer subject to General Instruction I.B.6. of Form S-3"

emerging growth company regulatory

"We are an “emerging growth company” and “smaller reporting company,”"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

smaller reporting company regulatory

"We are an “emerging growth company” and “smaller reporting company,”"

A smaller reporting company is a publicly traded firm that meets regulatory size tests allowing it to provide abbreviated financial disclosures and compliance filings compared with larger companies. For investors, that means financial statements and notes may be less detailed, which can make it harder to compare performance or spot risks—think of reading a short summary instead of a full report when deciding whether to buy or hold a stock.

Sales Agreement financial

"pursuant to that certain sales agreement, dated November 6, 2025 (the “Sales Agreement”)"

A sales agreement is a written contract that sets out the terms for selling goods, services, or assets, specifying price, delivery, payment schedule and responsibilities of each side. For investors it matters because it creates a predictable stream of revenue or cash obligations, clarifies timing and risk, and can change a company’s value or forecasts much like a signed order turns a customer’s verbal intent into a firm commitment.

Offering Details

shelf/ATM

Offering

Offering Type shelf/ATM

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is Okur (OKUR) registering in this 424B5 prospectus supplement?

Okur is registering the offer and sale of up to $100,000,000 of its Class A common stock, to be issued from time to time through or to Leerink Partners under an existing Sales Agreement.

How will Leerink Partners be compensated in Okur (OKUR)’s at-the-market program?

Leerink Partners will receive up to 3.0% of the gross proceeds from sales of Okur’s Class A common stock executed under the Sales Agreement, acting as Okur’s sales agent or principal.

Has Okur (OKUR) sold any shares under this at-the-market offering?

No. Okur states that as of August 4, 2026, it has not yet offered or sold any shares of its Class A common stock under this at-the-market prospectus and Sales Agreement.

What is the market value of Okur (OKUR) non-affiliate shares referenced in the filing?

The aggregate market value of Okur’s Class A common stock held by non-affiliates was $167.3 million, based on 36,368,892 shares at $4.60 per share as of July 6, 2026.

Why does Okur (OKUR) mention General Instruction I.B.6 of Form S-3?

Okur explains it is no longer subject to General Instruction I.B.6 of Form S-3, which previously limited how much it could sell under this registration; if it becomes subject again, it plans to file another supplement.

What regulatory status does Okur (OKUR) claim in this prospectus supplement?

Okur identifies itself as both an “emerging growth company” and a “smaller reporting company” under federal securities laws, which allows it to follow reduced public company reporting requirements.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/04/2026 - 04:16 PM Accepted by SEC EDGAR 08/04/2026 - 04:15 PM Learn about SEC filing dates

Filed pursuant to Rule 424(b)(5)
Registration Statement No. 333-291334

PROSPECTUS SUPPLEMENT

(To Prospectus Supplement dated November 26, 2025

and Prospectus dated November 26, 2025)

Up to $100,000,000

Class A Common Stock

This prospectus supplement amends and supplements the information in the prospectus supplement dated November 26, 2025 (the “ATM Prospectus Supplement”) and the accompanying prospectus, dated November 26, 2025 (together with the ATM Prospectus Supplement, the “Prospectus”), filed with the Securities and Exchange Commission as a part of our registration statement on Form S-3 (File No. 333-291334) on November 6, 2025, relating to the offer and sale of shares of our Class A common stock, par value $0.0001 per share (“Class A Common Stock”), pursuant to that certain sales agreement, dated November 6, 2025 (the “Sales Agreement”), by and between us and Leerink Partners LLC (“Leerink Partners”).

We are filing this prospectus supplement to amend the Prospectus because we are no longer subject to General Instruction I.B.6. of Form S-3, which limits the amounts that we may sell under the registration statement of which this prospectus supplement and the Prospectus are a part. If we become subject to the offering limits of General Instruction I.B.6 in the future, we will file another prospectus supplement. As of August 4, 2026, we have not yet offered or sold any shares of Class A Common Stock under the Prospectus.

This prospectus supplement should be read in conjunction with the Prospectus, and is qualified by reference thereto, except to the extent that the information herein amends or supersedes the information contained in the Prospectus. This prospectus supplement is not complete without, and may only be delivered or utilized in connection with, the Prospectus and any future amendments or supplements thereto.

Our Class A Common Stock is listed on the Nasdaq Global Market under the symbol “OKUR.” The aggregate market value of our outstanding Class A Common Stock held by non-affiliates as of August 3, 2026 pursuant to General Instruction I.B.6 of Form S-3 is $167.3 million, which was calculated based on 36,368,892 shares of our Class A Common Stock outstanding held by non-affiliates and at a price of $4.60 per share, the closing price of our Class A Common Stock on July 6, 2026. In accordance with the terms of the Sales Agreement, we are registering the offer and sale of shares of our Class A Common Stock having an aggregate offering price up to $100,000,000 from time to time through or to Leerink Partners acting as our agent or principal. The compensation to Leerink Partners for sales of Class A Common Stock sold pursuant to the Sales Agreement will be an amount up to 3.0% of the gross proceeds of the sales price per share of Class A Common Stock sold under the Sales Agreement.

We are an “emerging growth company” and “smaller reporting company,” each as defined under the federal securities laws, and as such, are subject to certain reduced public company reporting requirements. See “Prospectus Supplement Summary—Implications of Being an Emerging Growth Company” and “Prospectus Supplement Summary—Implications of Being a Smaller Reporting Company” on page S-2 of the Prospectus.

Investing in our securities involves risks. Please carefully read the information under the headings “Risk Factors” beginning on page S-6 of the Prospectus and “Item 1A – Risk Factors” of our most recent report on Form 10-K or 10-Q that is incorporated by reference in this prospectus supplement before you invest in our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement. Any representation to the contrary is a criminal offense.

Leerink Partners

The date of this prospectus supplement is August 4, 2026.