Item 1.01 Entry into a Material Definitive Agreement.
Securities Purchase Agreement
On March 27, 2026, OnKure Therapeutics, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional accredited investors (the “Investors”), pursuant to which the Company agreed to issue and sell to the Investors in a private placement (i) 26,713,636 shares (the “Shares”) of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), at a purchase price of $4.15 per Share, and (ii) pre-funded warrants (the “Pre-Funded Warrants” and together with the Shares, the “Securities”) to purchase 9,430,959 shares of Common Stock (the “Warrant Shares”), at a purchase price of $4.1499 per underlying Warrant Share (the “Private Placement”).
The Private Placement is expected to close on March 31, 2026 (the “Closing Date”), subject to the satisfaction of customary closing conditions. The aggregate gross proceeds from the Private Placement are expected to be approximately $150.0 million, before deducting placement agent fees and offering expenses. The Company intends to use the net proceeds from the Private Placement to fund the preclinical and clinical development of its next-generation PI3Kα pan-mutant-selective inhibitor candidates in breast cancer and vascular anomalies, as well as for working capital and general corporate purposes.
Leerink Partners LLC is acting as lead placement agent and Evercore Group L.L.C., LifeSci Capital LLC and Oppenheimer & Co. Inc. are serving as co-placement agents for the Private Placement.
The Purchase Agreement contains customary representations, warranties, covenants and agreements by the Company, indemnification obligations of the Company and the Investors, including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”), and other obligations of the parties. The representations, warranties and covenants contained in the Purchase Agreement were made solely for the benefit of the parties to the Purchase Agreement and the placement agents expressly named as third-party beneficiaries therein, and may be subject to limitations agreed upon by the contracting parties.
Pursuant to the Purchase Agreement, the Company’s executive officers and directors entered into letter agreements pursuant to which they agreed not to sell or transfer any Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, until the later of 180 days after the Closing Date and the effective date of the Registration Statement (as defined below), subject to certain customary exceptions. In addition, subject to certain customary exceptions, until the later of 180 days after the Closing Date and the effective date of the Registration Statement, the Company has agreed not to (without the prior written consent of AI Biotechnology LLC, the Lead Investor under the Purchase Agreement) issue any shares of Common Stock or Common Stock equivalents, effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Common Stock, or file with the Securities and Exchange Commission (the “SEC”) a registration statement relating to any shares of Common Stock or Common Stock equivalents, except pursuant to the Registration Rights Agreement (as defined below).
The Purchase Agreement also provides AI Biotechnology LLC, the Lead Investor, with the right to designate a nominee to serve as a director on the Company’s board of directors (the “Board”), subject to the Lead Investor continuing to own at least 50% of the Securities purchased by the Lead Investor at the closing of the Private Placement.
The Pre-Funded Warrants will be exercisable immediately at an exercise price of $0.0001 per Warrant Share and will not expire until exercised in full. The holders of Pre-Funded Warrants may not exercise a Pre-Funded Warrant if the holder, together with its attribution parties, would beneficially own more than a specified percentage of the number of shares of Common Stock outstanding immediately after giving effect to such exercise. The holders of Pre-Funded Warrants may increase or decrease such percentages not in excess of 19.99% by providing at least 61 days’ prior notice to the Company.
The foregoing descriptions of the Purchase Agreement and the form of Pre-Funded Warrant do not purport to be complete and are qualified in their entirety by reference to the full text of the form of Purchase Agreement and the form of Pre-Funded Warrant filed as Exhibits 10.1 and 4.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Registration Rights Agreement
In connection with the Private Placement, the Company and the Investors also entered into a Registration Rights Agreement, dated March 27, 2026 (the “Registration Rights Agreement”), providing for the registration for resale of the Shares and the Warrant Shares, pursuant to a registration statement (the “Registration Statement”) to be filed with the SEC within 30 days after the Closing Date. The Company has agreed to use reasonable best efforts to have the Registration Statement declared effective at the earliest possible date but no later than the earlier of (i) the 90th calendar day after the date of the Registration Rights Agreement, (ii) the 120th calendar day following the initial filing date of such Registration Statement if the SEC notifies the Company that it will “review” the Registration Statement and (iii) the 5th business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC
