OnKure Therapeutics, Inc. 10-Q

Item 5. Other Information Entry into New Sales Agreement On November 13, 2023, we entered into an at-the-market equity offering sales agreement (the 2023 Sales Agreement) with Leerink Partners LLC (Leerink), pursuant to which we may offer and sell, from time to time at our sole discretion, up to an aggregate amount of $100.0 million of our common stock through Leerink (the 2023 ATM Facility). We are not required to sell shares under the 2023 Sales Agreement. Sales of our common stock, if any, under the 2023 Sales Agreement may be made in any transactions that are deemed to be “at the market offerings” as defined in Rule 415 under the Securities Act. The 2023 Sales Agreement contains customary representations, warranties and agreements, indemnification rights and obligations of the parties and termination provisions. We will pay Leerink a commission equal to 3.0% of the aggregate gross proceeds of any shares of common stock sold through it pursuant to the 2023 Sales Agreement. No sales may be made under the 2023 Sales Agreement until a prospectus supplement relating to the 2023 ATM Offering is filed with the SEC. The 2023 ATM Offering is being made under a prospectus supplement dated November 13, 2023, and related prospectus to be filed with the SEC pursuant to our shelf registration statement on Form S-3 (Registration No. 333-264616). A copy of the 2023 Sales Agreement is attached as Exhibit 10.1 to this Quarterly Report on Form 10-Q. A copy of the opinion of Cooley LLP relating to the validity of the securities issued in the 2023 ATM Offering is filed as Exhibit 5.1 to this Quarterly Report on Form 10-Q. Termination of Prior Sales Agreement On November 13, 2023, we and Leerink agreed to terminate the sales agreement that we entered into with Leerink on May 2, 2022 (the Prior Sales Agreement), effective November 13, 2023. Under the Prior Sales Agreement, we were permitted to offer and sell, from time to time at our sole discretion, shares of our common stock, having an aggregate offering price of up to $20.0 million through Leerink by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 of the Securities Act. Prior to such termination, we had sold and issued approximately 500,000 shares of our common stock pursuant to the Prior Sales Agreement at a weighted-average price of $2.48 per share, resulting in aggregate gross proceeds to us of $1.2 million. In connection with the termination of the Prior Sales Agreement, we terminated the prospectus, dated May 9, 2022, related to the $20.0 million of shares of our common stock issuable pursuant to the terms of the Prior Sales Agreement. 100 Item 6. Exhibits EXHIBIT INDEX Exhibit No. Description 3.1 Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on April 13, 2021). 3.2 Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on April 13, 2021). 4.1 Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-254534), filed with the SEC on April 5, 2021). 4.2 Amended and Restated Investors’ Rights Agreement, by and among the Registrant and certain of its stockholders, dated December 9, 2020 (incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-254534), filed with the SEC on March 19, 2021). 5.1 Opinion of Cooley LLP. 10.1 Sales Agreement, dated November 13, 2023, by and between the Registrant and Leerink Partners LLC. 31.1 Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1* Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) * The certification attached as Exhibit 32.1 accompanies this Quarterly Report on Form 10-Q pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and shall not be deemed “filed” by the Registrant for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. 101 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: November 13, 2023 RENEO PHARMACEUTICALS, INC. By: /s/ Gregory J. Flesher Name: Gregory J. Flesher Title: President and Chief Executive Officer (Principal Executive Officer) By: /s/ Jennifer P. Lam Name: Jennifer P. Lam Title: Senior Vice President, Finance and Administration (Principal Financial and Accounting Officer) 102